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Delaware
(State or other jurisdiction of
incorporation or organization)
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58-0628465
(IRS Employer
Identification No.)
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One Coca-Cola Plaza
Atlanta, Georgia
(Address of principal executive offices)
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30313
(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Class of Common Stock
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Outstanding at October 22, 2012
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$0.25 Par Value
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4,485,161,506 Shares
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Page Number
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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Three Months Ended
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Nine Months Ended
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||||||||||
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September 28,
2012 |
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September 30,
2011 |
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September 28,
2012 |
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September 30,
2011 |
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||||
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As Adjusted
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As Adjusted
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||||||
NET OPERATING REVENUES
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$
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12,340
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$
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12,248
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$
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36,562
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$
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35,502
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Cost of goods sold
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4,853
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4,875
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14,425
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13,812
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||||
GROSS PROFIT
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7,487
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7,373
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22,137
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21,690
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||||
Selling, general and administrative expenses
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4,630
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4,523
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13,308
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13,016
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||||
Other operating charges
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64
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96
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233
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|
457
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||||
OPERATING INCOME
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2,793
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2,754
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8,596
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8,217
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||||
Interest income
|
118
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|
141
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|
|
345
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|
356
|
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||||
Interest expense
|
102
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116
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|
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302
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313
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||||
Equity income (loss) — net
|
252
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|
180
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|
|
637
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535
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||||
Other income (loss) — net
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23
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(32
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)
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156
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|
447
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||||
INCOME BEFORE INCOME TAXES
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3,084
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2,927
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9,432
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9,242
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Income taxes
|
755
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|
681
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2,236
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2,273
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CONSOLIDATED NET INCOME
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2,329
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2,246
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7,196
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6,969
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||||
Less: Net income attributable to noncontrolling interests
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18
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22
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43
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42
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||||
NET INCOME ATTRIBUTABLE TO SHAREOWNERS OF
THE COCA-COLA COMPANY
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$
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2,311
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$
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2,224
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$
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7,153
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$
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6,927
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BASIC NET INCOME PER SHARE
1,2
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$
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0.51
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$
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0.49
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$
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1.58
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$
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1.51
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DILUTED NET INCOME PER SHARE
1,2
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$
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0.50
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$
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0.48
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$
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1.56
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$
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1.49
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DIVIDENDS PER SHARE
2
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$
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0.255
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$
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0.235
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$
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0.765
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$
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0.705
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AVERAGE SHARES OUTSTANDING
2
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4,502
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4,571
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4,513
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4,579
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Effect of dilutive securities
2
|
85
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82
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80
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79
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AVERAGE SHARES OUTSTANDING ASSUMING DILUTION
2
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4,587
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4,653
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4,593
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4,658
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2
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Following shareowner approval, the Company amended its certificate of incorporation on July 27, 2012, to double the number of authorized shares of common stock and effect a
two
-for-
one
stock split of the common stock. Accordingly, all share and per share data presented herein reflect the impact of the increase in authorized shares and the stock split.
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Three Months Ended
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Nine Months Ended
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||||||||||
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September 28,
2012 |
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September 30,
2011 |
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September 28,
2012 |
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September 30,
2011 |
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As Adjusted
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As Adjusted
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CONSOLIDATED NET INCOME
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$
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2,329
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$
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2,246
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$
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7,196
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$
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6,969
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Other comprehensive income:
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||||||||
Net foreign currency translation adjustment
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285
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(1,486
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)
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(514
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)
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188
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Net gain (loss) on derivatives
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(48
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)
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80
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11
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63
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Net unrealized gain (loss) on available-for-sale securities
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182
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(71
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)
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348
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5
|
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Net change in pension and other benefit liabilities
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11
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3
|
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22
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(12
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)
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TOTAL COMPREHENSIVE INCOME
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2,759
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|
772
|
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7,063
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7,213
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||||
Less: Comprehensive income (loss) attributable to noncontrolling
interests
|
20
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9
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77
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13
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TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
SHAREOWNERS OF THE COCA-COLA COMPANY
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$
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2,739
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$
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763
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$
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6,986
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$
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7,200
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September 28,
2012 |
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December 31,
2011 |
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As Adjusted
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ASSETS
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CURRENT ASSETS
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||||
Cash and cash equivalents
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$
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9,615
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$
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12,803
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Short-term investments
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5,320
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1,088
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TOTAL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
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14,935
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13,891
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Marketable securities
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3,148
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144
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Trade accounts receivable, less allowances of $73 and $83, respectively
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5,083
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4,920
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Inventories
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3,447
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3,092
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Prepaid expenses and other assets
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3,099
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3,450
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TOTAL CURRENT ASSETS
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29,712
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25,497
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EQUITY METHOD INVESTMENTS
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8,538
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7,233
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OTHER INVESTMENTS, PRINCIPALLY BOTTLING COMPANIES
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1,612
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1,141
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OTHER ASSETS
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3,629
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3,495
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|
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PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation of
$9,128 and $8,212, respectively
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15,388
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14,939
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TRADEMARKS WITH INDEFINITE LIVES
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6,510
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6,430
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BOTTLERS' FRANCHISE RIGHTS WITH INDEFINITE LIVES
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7,746
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7,770
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GOODWILL
|
12,381
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12,219
|
|
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OTHER INTANGIBLE ASSETS
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1,138
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|
1,250
|
|
||
TOTAL ASSETS
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$
|
86,654
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$
|
79,974
|
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LIABILITIES AND EQUITY
|
|
|
||||
CURRENT LIABILITIES
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
9,803
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$
|
9,009
|
|
Loans and notes payable
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16,208
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12,871
|
|
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Current maturities of long-term debt
|
341
|
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2,041
|
|
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Accrued income taxes
|
656
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362
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|
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TOTAL CURRENT LIABILITIES
|
27,008
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|
24,283
|
|
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LONG-TERM DEBT
|
16,181
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13,656
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|
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OTHER LIABILITIES
|
4,678
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|
5,420
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|
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DEFERRED INCOME TAXES
|
5,197
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|
4,694
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|
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THE COCA-COLA COMPANY SHAREOWNERS' EQUITY
|
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|
||||
Common stock, $0.25 par value; Authorized — 11,200 shares;
Issued — 7,040 and 7,040 shares, respectively
1
|
1,760
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|
1,760
|
|
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Capital surplus
1
|
11,280
|
|
10,332
|
|
||
Reinvested earnings
|
57,320
|
|
53,621
|
|
||
Accumulated other comprehensive income (loss)
|
(2,941
|
)
|
(2,774
|
)
|
||
Treasury stock, at cost — 2,554 and 2,514 shares, respectively
1
|
(34,209
|
)
|
(31,304
|
)
|
||
EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
|
33,210
|
|
31,635
|
|
||
EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
380
|
|
286
|
|
||
TOTAL EQUITY
|
33,590
|
|
31,921
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
86,654
|
|
$
|
79,974
|
|
1
|
Following shareowner approval, the Company amended its certificate of incorporation on July 27, 2012, to double the number of authorized shares of common stock and effect a
two
-for-
one
stock split of the common stock. Accordingly, all share and per share data presented herein reflect the impact of the increase in authorized shares and the stock split.
|
|
Nine Months Ended
|
|||||
|
September 28,
2012 |
|
September 30,
2011 |
|
||
|
|
As Adjusted
|
|
|||
OPERATING ACTIVITIES
|
|
|
||||
Consolidated net income
|
$
|
7,196
|
|
$
|
6,969
|
|
Depreciation and amortization
|
1,469
|
|
1,423
|
|
||
Stock-based compensation expense
|
254
|
|
268
|
|
||
Deferred income taxes
|
156
|
|
199
|
|
||
Equity (income) loss — net of dividends
|
(338
|
)
|
(172
|
)
|
||
Foreign currency adjustments
|
(106
|
)
|
35
|
|
||
Significant (gains) losses on sales of assets — net
|
(108
|
)
|
(104
|
)
|
||
Other operating charges
|
98
|
|
188
|
|
||
Other items
|
61
|
|
(330
|
)
|
||
Net change in operating assets and liabilities
|
(842
|
)
|
(1,676
|
)
|
||
Net cash provided by operating activities
|
7,840
|
|
6,800
|
|
||
INVESTING ACTIVITIES
|
|
|
||||
Purchases of short-term investments
|
(7,015
|
)
|
(4,036
|
)
|
||
Proceeds from disposals of short-term investments
|
2,745
|
|
3,026
|
|
||
Acquisitions and investments
|
(1,166
|
)
|
(310
|
)
|
||
Purchases of other investments
|
(4,756
|
)
|
(611
|
)
|
||
Proceeds from disposals of bottling companies and other investments
|
1,703
|
|
468
|
|
||
Purchases of property, plant and equipment
|
(1,971
|
)
|
(1,915
|
)
|
||
Proceeds from disposals of property, plant and equipment
|
73
|
|
66
|
|
||
Other investing activities
|
(12
|
)
|
(102
|
)
|
||
Net cash provided by (used in) investing activities
|
(10,399
|
)
|
(3,414
|
)
|
||
FINANCING ACTIVITIES
|
|
|
||||
Issuances of debt
|
32,888
|
|
22,623
|
|
||
Payments of debt
|
(28,790
|
)
|
(17,095
|
)
|
||
Issuances of stock
|
1,319
|
|
1,382
|
|
||
Purchases of stock for treasury
|
(3,619
|
)
|
(3,608
|
)
|
||
Dividends
|
(2,304
|
)
|
(2,159
|
)
|
||
Other financing activities
|
107
|
|
33
|
|
||
Net cash provided by (used in) financing activities
|
(399
|
)
|
1,176
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
(230
|
)
|
(397
|
)
|
||
CASH AND CASH EQUIVALENTS
|
|
|
||||
Net increase (decrease) during the period
|
(3,188
|
)
|
4,165
|
|
||
Balance at beginning of period
|
12,803
|
|
8,517
|
|
||
Balance at end of period
|
$
|
9,615
|
|
$
|
12,682
|
|
|
September 28,
2012 |
|
December 31,
2011 |
|
||
Marketable securities
|
$
|
174
|
|
$
|
138
|
|
Other assets
|
81
|
|
73
|
|
||
Total trading securities
|
$
|
255
|
|
$
|
211
|
|
|
|
Gross Unrealized
|
Estimated
|
|
||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
|
||||
Available-for-sale securities:
1
|
|
|
|
|
||||||||
Equity securities
|
$
|
1,017
|
|
$
|
707
|
|
$
|
(10
|
)
|
$
|
1,714
|
|
Debt securities
|
3,239
|
|
55
|
|
(4
|
)
|
3,290
|
|
||||
|
$
|
4,256
|
|
$
|
762
|
|
$
|
(14
|
)
|
$
|
5,004
|
|
Held-to-maturity securities:
|
|
|
|
|
||||||||
Bank and corporate debt
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
Gross Unrealized
|
Estimated
|
|
||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
|
||||
Available-for-sale securities:
1
|
|
|
|
|
||||||||
Equity securities
|
$
|
834
|
|
$
|
237
|
|
$
|
—
|
|
$
|
1,071
|
|
Debt securities
|
332
|
|
1
|
|
(3
|
)
|
330
|
|
||||
|
$
|
1,166
|
|
$
|
238
|
|
$
|
(3
|
)
|
$
|
1,401
|
|
Held-to-maturity securities:
|
|
|
|
|
||||||||
Bank and corporate debt
|
$
|
113
|
|
$
|
—
|
|
$
|
—
|
|
$
|
113
|
|
|
September 28, 2012
|
||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||
Gross gains
|
$
|
22
|
|
|
$
|
34
|
|
Gross losses
|
(26
|
)
|
|
(28
|
)
|
||
Proceeds
|
1,256
|
|
|
4,098
|
|
|
September 28, 2012
|
|
December 31, 2011
|
||||||||||
|
Available-
for-Sale
Securities
|
|
Held-to-
Maturity
Securities
|
|
|
Available-
for-Sale
Securities
|
|
Held-to-
Maturity
Securities
|
|
||||
Cash and cash equivalents
|
$
|
1
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
112
|
|
Marketable securities
|
2,974
|
|
—
|
|
|
5
|
|
1
|
|
||||
Other investments, principally bottling companies
|
1,456
|
|
—
|
|
|
986
|
|
—
|
|
||||
Other assets
|
573
|
|
—
|
|
|
410
|
|
—
|
|
||||
|
$
|
5,004
|
|
$
|
—
|
|
|
$
|
1,401
|
|
$
|
113
|
|
|
Available-for-Sale
Securities
|
|
Held-to-Maturity
Securities
|
||||||||||
|
Cost
|
|
Fair Value
|
|
|
Amortized Cost
|
|
Fair Value
|
|
||||
Within 1 year
|
$
|
1,060
|
|
$
|
1,067
|
|
|
$
|
—
|
|
$
|
—
|
|
After 1 year through 5 years
|
1,583
|
|
1,591
|
|
|
—
|
|
—
|
|
||||
After 5 years through 10 years
|
289
|
|
323
|
|
|
—
|
|
—
|
|
||||
After 10 years
|
307
|
|
309
|
|
|
—
|
|
—
|
|
||||
Equity securities
|
1,017
|
|
1,714
|
|
|
—
|
|
—
|
|
||||
|
$
|
4,256
|
|
$
|
5,004
|
|
|
$
|
—
|
|
$
|
—
|
|
|
September 28,
2012 |
|
December 31,
2011 |
|
||
Raw materials and packaging
|
$
|
1,880
|
|
$
|
1,680
|
|
Finished goods
|
1,263
|
|
1,198
|
|
||
Other
|
304
|
|
214
|
|
||
Total inventories
|
$
|
3,447
|
|
$
|
3,092
|
|
|
|
Fair Value
1,2
|
|||||
Derivatives Designated as
Hedging Instruments
|
Balance Sheet Location
1
|
September 28,
2012 |
|
December 31, 2011
|
|
||
Assets
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
$
|
58
|
|
$
|
170
|
|
Foreign currency contracts
|
Other assets
|
3
|
|
—
|
|
||
Commodity contracts
|
Prepaid expenses and other assets
|
—
|
|
2
|
|
||
Interest rate swaps
|
Prepaid expenses and other assets
|
1
|
|
—
|
|
||
Interest rate swaps
|
Other assets
|
356
|
|
246
|
|
||
Total assets
|
|
$
|
418
|
|
$
|
418
|
|
Liabilities
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
$
|
90
|
|
$
|
41
|
|
Foreign currency contracts
|
Other liabilities
|
3
|
|
—
|
|
||
Commodity contracts
|
Accounts payable and accrued expenses
|
2
|
|
1
|
|
||
Interest rate swaps
|
Other liabilities
|
11
|
|
—
|
|
||
Total liabilities
|
|
$
|
106
|
|
$
|
42
|
|
|
|
Fair Value
1,2
|
|||||
Derivatives Not Designated as
Hedging Instruments
|
Balance Sheet Location
1
|
September 28,
2012 |
|
December 31, 2011
|
|
||
Assets
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
$
|
53
|
|
$
|
29
|
|
Commodity contracts
|
Prepaid expenses and other assets
|
93
|
|
54
|
|
||
Other derivative instruments
|
Prepaid expenses and other assets
|
4
|
|
5
|
|
||
Total assets
|
|
$
|
150
|
|
$
|
88
|
|
Liabilities
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
$
|
40
|
|
$
|
116
|
|
Commodity contracts
|
Accounts payable and accrued expenses
|
30
|
|
47
|
|
||
Other derivative instruments
|
Accounts payable and accrued expenses
|
—
|
|
1
|
|
||
Total liabilities
|
|
$
|
70
|
|
$
|
164
|
|
|
Gain (Loss)
Recognized
in Other
Comprehensive
Income ("OCI")
|
|
Location of Gain (Loss)
Recognized in Income
1
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
|
|||
Foreign currency contracts
|
$
|
(82
|
)
|
Net operating revenues
|
$
|
(6
|
)
|
$
|
—
|
|
2
|
Foreign currency contracts
|
(7
|
)
|
Cost of goods sold
|
(4
|
)
|
—
|
|
|
|||
Interest rate contracts
|
(11
|
)
|
Interest expense
|
(3
|
)
|
—
|
|
|
|||
Commodity contracts
|
—
|
|
Cost of goods sold
|
—
|
|
—
|
|
|
|||
Total
|
$
|
(100
|
)
|
|
$
|
(13
|
)
|
$
|
—
|
|
|
|
Gain (Loss)
Recognized
in OCI
|
|
Location of Gain (Loss)
Recognized in Income
1
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
|
|||
Foreign currency contracts
|
$
|
(11
|
)
|
Net operating revenues
|
$
|
(32
|
)
|
$
|
2
|
|
|
Foreign currency contracts
|
5
|
|
Cost of goods sold
|
(16
|
)
|
—
|
|
|
|||
Interest rate contracts
|
(11
|
)
|
Interest expense
|
(9
|
)
|
—
|
|
|
|||
Commodity contracts
|
(4
|
)
|
Cost of goods sold
|
—
|
|
—
|
|
|
|||
Total
|
$
|
(21
|
)
|
|
$
|
(57
|
)
|
$
|
2
|
|
|
|
Gain (Loss)
Recognized
in OCI
|
|
Location of Gain (Loss)
Recognized in Income
1
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
|
|||
Foreign currency contracts
|
$
|
60
|
|
Net operating revenues
|
$
|
(80
|
)
|
$
|
—
|
|
2
|
Interest rate contracts
|
(11
|
)
|
Interest expense
|
(3
|
)
|
(1
|
)
|
|
|||
Commodity contracts
|
(2
|
)
|
Cost of goods sold
|
1
|
|
—
|
|
|
|||
Total
|
$
|
47
|
|
|
$
|
(82
|
)
|
$
|
(1
|
)
|
|
|
Gain (Loss)
Recognized
in OCI
|
|
Location of Gain (Loss)
Recognized in Income
1
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Gain (Loss)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
|
|||
Foreign currency contracts
|
$
|
(91
|
)
|
Net operating revenues
|
$
|
(196
|
)
|
$
|
—
|
|
2
|
Interest rate contracts
|
(11
|
)
|
Interest expense
|
(9
|
)
|
(1
|
)
|
|
|||
Commodity contracts
|
(2
|
)
|
Cost of goods sold
|
—
|
|
—
|
|
|
|||
Total
|
$
|
(104
|
)
|
|
$
|
(205
|
)
|
$
|
(1
|
)
|
|
Fair Value Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
|
Gain (Loss)
Recognized in Income
|
|
||||
September 28,
2012 |
|
September 30,
2011 |
|
||||
Interest rate swaps
|
Interest expense
|
$
|
42
|
|
$
|
271
|
|
Fixed-rate debt
|
Interest expense
|
(30
|
)
|
(279
|
)
|
||
Net impact to interest expense
|
|
$
|
12
|
|
$
|
(8
|
)
|
Foreign currency contracts
|
Other income (loss) — net
|
$
|
8
|
|
$
|
—
|
|
Available-for-sale securities
|
Other income (loss) — net
|
(5
|
)
|
—
|
|
||
Net impact to other income (loss) — net
|
|
$
|
3
|
|
$
|
—
|
|
Net impact of fair value hedging instruments
|
|
$
|
15
|
|
$
|
(8
|
)
|
Fair Value Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
|
Gain (Loss)
Recognized in Income
|
|
||||
September 28,
2012 |
|
September 30,
2011 |
|
||||
Interest rate swaps
|
Interest expense
|
$
|
111
|
|
$
|
339
|
|
Fixed-rate debt
|
Interest expense
|
(81
|
)
|
(337
|
)
|
||
Net impact to interest expense
|
|
$
|
30
|
|
$
|
2
|
|
Foreign currency contracts
|
Other income (loss) — net
|
$
|
23
|
|
$
|
—
|
|
Available-for-sale securities
|
Other income (loss) — net
|
(21
|
)
|
—
|
|
||
Net impact to other income (loss) — net
|
|
$
|
2
|
|
$
|
—
|
|
Net impact of fair value hedging instruments
|
|
$
|
32
|
|
$
|
2
|
|
|
Gain (Loss) Recognized in OCI
|
||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 28,
2012 |
|
September 30,
2011 |
|
|
September 28,
2012 |
|
September 30,
2011 |
|
||||
Foreign currency contracts
|
$
|
(100
|
)
|
$
|
13
|
|
|
$
|
(58
|
)
|
$
|
10
|
|
|
|
Three Months Ended
|
|||||
Derivatives Not Designated
as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
|
September 28,
2012 |
|
September 30,
2011 |
|
||
Foreign currency contracts
|
Net operating revenues
|
$
|
(2
|
)
|
$
|
4
|
|
Foreign currency contracts
|
Other income (loss) — net
|
18
|
|
11
|
|
||
Foreign currency contracts
|
Cost of goods sold
|
(3
|
)
|
—
|
|
||
Commodity contracts
|
Net operating revenues
|
5
|
|
—
|
|
||
Commodity contracts
|
Cost of goods sold
|
25
|
|
(63
|
)
|
||
Commodity contracts
|
Selling, general and administrative expenses
|
19
|
|
(23
|
)
|
||
Other derivative instruments
|
Selling, general and administrative expenses
|
3
|
|
(12
|
)
|
||
Total
|
|
$
|
65
|
|
$
|
(83
|
)
|
|
|
Nine Months Ended
|
|||||
Derivatives Not Designated
as Hedging Instruments
|
Location of Gain (Loss)
Recognized in Income
|
September 28,
2012 |
|
September 30,
2011 |
|
||
Foreign currency contracts
|
Net operating revenues
|
$
|
(5
|
)
|
$
|
(1
|
)
|
Foreign currency contracts
|
Other income (loss) — net
|
(54
|
)
|
212
|
|
||
Foreign currency contracts
|
Cost of goods sold
|
—
|
|
(13
|
)
|
||
Commodity contracts
|
Net operating revenues
|
5
|
|
—
|
|
||
Commodity contracts
|
Cost of goods sold
|
(19
|
)
|
(21
|
)
|
||
Commodity contracts
|
Selling, general and administrative expenses
|
12
|
|
(19
|
)
|
||
Other derivative instruments
|
Selling, general and administrative expenses
|
21
|
|
(4
|
)
|
||
Total
|
|
$
|
(40
|
)
|
$
|
154
|
|
•
|
$
1,000 million
total principal amount of notes due March 14, 2014, at a variable interest rate equal to the three-month London Interbank Offered Rate ("LIBOR") minus
0.05 percent
;
|
•
|
$
1,000 million
total principal amount of notes due March 13, 2015, at a fixed interest rate of
0.75 percent
; and
|
•
|
$
750 million
total principal amount of notes due March 14, 2018, at a fixed interest rate of
1.65 percent
.
|
|
Nine Months Ended September 28, 2012
|
||||||||
|
Shareowners of
The Coca-Cola Company
|
|
Noncontrolling
Interests
|
|
Total
|
|
|||
Consolidated net income
|
$
|
7,153
|
|
$
|
43
|
|
$
|
7,196
|
|
Other comprehensive income:
|
|
|
|
||||||
Net foreign currency translation adjustment
|
(548
|
)
|
34
|
|
(514
|
)
|
|||
Net gain (loss) on derivatives
1
|
11
|
|
—
|
|
11
|
|
|||
Net unrealized gain (loss) on available-for-sale securities
2
|
348
|
|
—
|
|
348
|
|
|||
Net change in pension and other benefit liabilities
|
22
|
|
—
|
|
22
|
|
|||
Total comprehensive income
|
$
|
6,986
|
|
$
|
77
|
|
$
|
7,063
|
|
|
|
Shareowners of The Coca-Cola Company
|
|
|
|||||||||||||||||
|
Total
|
|
Reinvested
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Common
Stock
|
|
Capital
Surplus
|
|
Treasury
Stock
|
|
Non-
controlling
Interests
|
|
|||||||
December 31, 2011 — As Adjusted
|
$
|
31,921
|
|
$
|
53,621
|
|
$
|
(2,774
|
)
|
$
|
1,760
|
|
$
|
10,332
|
|
$
|
(31,304
|
)
|
$
|
286
|
|
Comprehensive income (loss)
|
7,063
|
|
7,153
|
|
(167
|
)
|
—
|
|
—
|
|
—
|
|
77
|
|
|||||||
Dividends paid/payable to shareowners of
The Coca-Cola Company
|
(3,454
|
)
|
(3,454
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Dividends paid to noncontrolling interests
|
(33
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(33
|
)
|
|||||||
Business combinations
|
50
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
50
|
|
|||||||
Purchases of treasury stock
|
(3,653
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(3,653
|
)
|
—
|
|
|||||||
Impact of employee stock option and
restricted stock plans
|
1,696
|
|
—
|
|
—
|
|
—
|
|
948
|
|
748
|
|
—
|
|
|||||||
September 28, 2012
|
$
|
33,590
|
|
$
|
57,320
|
|
$
|
(2,941
|
)
|
$
|
1,760
|
|
$
|
11,280
|
|
$
|
(34,209
|
)
|
$
|
380
|
|
|
Accrued
Balance
June 29,
2012
|
|
Costs
Incurred
Three Months
Ended
September 28,
2012
|
|
Payments
|
|
Noncash
and
Exchange
|
|
Accrued
Balance
September 28,
2012
|
|
|||||
Severance pay and benefits
|
$
|
21
|
|
$
|
(5
|
)
|
$
|
(4
|
)
|
$
|
—
|
|
$
|
12
|
|
Outside services
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Other direct costs
|
6
|
|
(1
|
)
|
—
|
|
(2
|
)
|
3
|
|
|||||
Total
|
$
|
28
|
|
$
|
(6
|
)
|
$
|
(4
|
)
|
$
|
(2
|
)
|
$
|
16
|
|
|
Accrued
Balance
December 31,
2011
|
|
Costs
Incurred
Nine Months
Ended
September 28,
2012
|
|
Payments
|
|
Noncash
and
Exchange
|
|
Accrued
Balance
September 28,
2012
|
|
|||||
Severance pay and benefits
|
$
|
48
|
|
$
|
(8
|
)
|
$
|
(25
|
)
|
$
|
(3
|
)
|
$
|
12
|
|
Outside services
|
3
|
|
—
|
|
(1
|
)
|
(1
|
)
|
1
|
|
|||||
Other direct costs
|
9
|
|
(1
|
)
|
(3
|
)
|
(2
|
)
|
3
|
|
|||||
Total
|
$
|
60
|
|
$
|
(9
|
)
|
$
|
(29
|
)
|
$
|
(6
|
)
|
$
|
16
|
|
|
Accrued
Balance
June 29,
2012
|
|
Costs
Incurred
Three Months
Ended
September 28,
2012
|
|
Payments
|
|
Noncash
and
Exchange
|
|
Accrued
Balance
September 28,
2012
|
|
|||||
Severance pay and benefits
|
$
|
29
|
|
$
|
(5
|
)
|
$
|
(16
|
)
|
$
|
—
|
|
$
|
8
|
|
Outside services
|
—
|
|
—
|
|
(1
|
)
|
1
|
|
—
|
|
|||||
Other direct costs
|
8
|
|
—
|
|
—
|
|
(1
|
)
|
7
|
|
|||||
Total
|
$
|
37
|
|
$
|
(5
|
)
|
$
|
(17
|
)
|
$
|
—
|
|
$
|
15
|
|
|
Accrued
Balance
December 31,
2011
|
|
Costs
Incurred
Nine Months
Ended
September 28,
2012
|
|
Payments
|
|
Noncash
and
Exchange
|
|
Accrued
Balance
September 28,
2012
|
|
|||||
Severance pay and benefits
|
$
|
48
|
|
$
|
(5
|
)
|
$
|
(35
|
)
|
$
|
—
|
|
$
|
8
|
|
Outside services
|
11
|
|
—
|
|
(13
|
)
|
2
|
|
—
|
|
|||||
Other direct costs
|
32
|
|
—
|
|
(22
|
)
|
(3
|
)
|
7
|
|
|||||
Total
|
$
|
91
|
|
$
|
(5
|
)
|
$
|
(70
|
)
|
$
|
(1
|
)
|
$
|
15
|
|
|
Accrued
Balance
June 29,
2012
|
|
Costs
Incurred
Three Months Ended
September 28,
2012
|
|
Payments
|
|
Noncash
and
Exchange
|
|
Accrued
Balance
September 28,
2012
|
|
|||||
Severance pay and benefits
|
$
|
3
|
|
$
|
11
|
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
12
|
|
Outside services
|
7
|
|
16
|
|
(19
|
)
|
—
|
|
4
|
|
|||||
Other direct costs
|
4
|
|
32
|
|
(26
|
)
|
(5
|
)
|
5
|
|
|||||
Total
|
$
|
14
|
|
$
|
59
|
|
$
|
(47
|
)
|
$
|
(5
|
)
|
$
|
21
|
|
|
Costs
Incurred
Nine Months Ended
September 28,
2012
|
|
Payments
|
|
Noncash
and
Exchange
|
|
Accrued
Balance
September 28,
2012
|
|
||||
Severance pay and benefits
|
$
|
18
|
|
$
|
(6
|
)
|
$
|
—
|
|
$
|
12
|
|
Outside services
|
49
|
|
(45
|
)
|
—
|
|
4
|
|
||||
Other direct costs
|
110
|
|
(94
|
)
|
(11
|
)
|
5
|
|
||||
Total
|
$
|
177
|
|
$
|
(145
|
)
|
$
|
(11
|
)
|
$
|
21
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
Three Months Ended
|
||||||||||||
|
September 28,
2012 |
|
September 30,
2011 |
|
|
September 28,
2012 |
|
September 30,
2011 |
|
||||
|
|
As Adjusted
|
|
|
|
|
|||||||
Service cost
|
$
|
88
|
|
$
|
62
|
|
|
$
|
8
|
|
$
|
8
|
|
Interest cost
|
97
|
|
97
|
|
|
11
|
|
11
|
|
||||
Expected return on plan assets
|
(143
|
)
|
(127
|
)
|
|
(2
|
)
|
(2
|
)
|
||||
Amortization of prior service cost (credit)
|
(1
|
)
|
2
|
|
|
(13
|
)
|
(15
|
)
|
||||
Amortization of net actuarial loss
|
34
|
|
20
|
|
|
2
|
|
—
|
|
||||
Net periodic benefit cost (credit)
|
75
|
|
54
|
|
|
6
|
|
2
|
|
||||
Special termination benefits
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total cost (credit) recognized in statements of income
|
$
|
75
|
|
$
|
54
|
|
|
$
|
6
|
|
$
|
2
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
Nine Months Ended
|
||||||||||||
|
September 28,
2012 |
|
September 30,
2011 |
|
|
September 28,
2012 |
|
September 30,
2011 |
|
||||
|
|
As Adjusted
|
|
|
|
|
|||||||
Service cost
|
$
|
224
|
|
$
|
186
|
|
|
$
|
25
|
|
$
|
24
|
|
Interest cost
|
292
|
|
292
|
|
|
33
|
|
34
|
|
||||
Expected return on plan assets
|
(431
|
)
|
(381
|
)
|
|
(6
|
)
|
(6
|
)
|
||||
Amortization of prior service cost (credit)
|
(2
|
)
|
5
|
|
|
(39
|
)
|
(46
|
)
|
||||
Amortization of net actuarial loss
|
102
|
|
60
|
|
|
5
|
|
1
|
|
||||
Net periodic benefit cost (credit)
|
185
|
|
162
|
|
|
18
|
|
7
|
|
||||
Special termination benefits
1
|
—
|
|
4
|
|
|
—
|
|
2
|
|
||||
Total cost (credit) recognized in statements of income
|
$
|
185
|
|
$
|
166
|
|
|
$
|
18
|
|
$
|
9
|
|
1
|
The special termination benefits primarily relate to the Company's productivity, integration and restructuring initiatives. Refer to
Note 11
for additional information related to these initiatives.
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
September 28,
2012 |
|
|
September 30,
2011 |
|
|
September 28,
2012 |
|
|
September 30,
2011 |
|
|
||||
Asset impairments
|
$
|
—
|
|
|
$
|
—
|
|
8
|
$
|
—
|
|
|
$
|
(15
|
)
|
8
|
Productivity and reinvestment program
|
(21
|
)
|
1
|
—
|
|
|
(65
|
)
|
1
|
—
|
|
|
||||
Other productivity, integration and restructuring initiatives
|
4
|
|
2
|
(25
|
)
|
9
|
5
|
|
2
|
(111
|
)
|
9
|
||||
Transaction gains and losses
|
—
|
|
|
(5
|
)
|
10
|
33
|
|
5
|
203
|
|
13
|
||||
Certain tax matters
|
7
|
|
3
|
(4
|
)
|
11
|
(26
|
)
|
6
|
15
|
|
11
|
||||
Other — net
|
(4
|
)
|
4
|
(6
|
)
|
12
|
(18
|
)
|
7
|
(44
|
)
|
14
|
1
|
Related to charges of $
59 million
and $
177 million
during the
three and nine months ended
September 28, 2012
, respectively. These charges were due to the Company's productivity and reinvestment program announced in February 2012. Refer to
Note 10
and
Note 11
.
|
2
|
Related to net charges of $
3 million
and $
30 million
during the
three and nine months ended
September 28, 2012
, respectively. These charges were primarily due to the Company's other productivity, restructuring and integration initiatives that are outside the scope of the Company's productivity and reinvestment program announced in February 2012. Refer to
Note 10
and
Note 11
.
|
3
|
Related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. The components of the net change in uncertain tax positions were individually insignificant.
|
4
|
Related to a charge of $
19 million
that consisted of a charge of $
10 million
due to our proportionate share of unusual or infrequent items recorded by certain of our equity method investees and charges of $
9 million
associated with the Company's orange juice supply in the United States. Refer to
Note 10
.
|
5
|
Related to a gain of $
92 million
the Company realized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock during the period at a per share amount greater than the carrying amount of the Company's per share investment. Refer to
Note 10
.
|
6
|
Related to a net tax benefit primarily associated with the reversal of valuation allowances in the Company's foreign jurisdictions, partially offset by amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. See below for additional details related to the change in the Company's uncertain tax positions.
|
7
|
Related to a net charge of $
22 million
. This net charge is due to charges of $
20 million
associated with changes in the Company's ready-to-drink tea strategy in the United States, charges of $
14 million
associated with changes in the structure of BPW, and charges of $
21 million
associated with the Company's orange juice supply in the United States, partially offset by a net gain of $
33 million
related to our proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 10
.
|
8
|
Related to charges of $
3 million
and $
41 million
during the
three and nine months ended
September 30, 2011
, respectively, due to the impairment of an entity accounted for under the equity method of accounting. Refer to
Note 10
. The Company does not expect to receive a tax benefit on the portion of the impairment recorded during the
three months ended
September 30, 2011
.
|
9
|
Related to charges of $
89 million
and $
372 million
during the
three and nine months ended
September 30, 2011
, respectively, primarily due to our productivity, integration and restructuring initiatives. These productivity and integration initiatives were outside the scope of the Company's productivity and reinvestment program announced in February 2012. Refer to
Note 10
and
Note 11
.
|
10
|
Related to a charge of $
14 million
due to costs associated with the merger of Arca and Contal and the finalization of working capital adjustments related to the sale of all our ownership interests in our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 10
.
|
11
|
Related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. The components of the net change in uncertain tax positions were individually insignificant.
|
12
|
Related to a net charge of $
42 million
, primarily due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees; a net charge on the repurchase and/or exchange of certain long-term debt we assumed in connection with our acquisition of CCE's former North America business; and a net charge associated with the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Refer to
Note 10
.
|
13
|
Related to a net gain of $
479 million
, primarily due to the gain on the merger of Arca and Contal and the gain on the sale of our investment in Embonor, partially offset by costs associated with the merger of Arca and Contal and the finalization of working capital adjustments related to the sale of all our ownership interests in our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 10
.
|
14
|
Related to a net charge of $
151 million
, primarily due to charges related to the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011; our proportionate share of unusual or infrequent items recorded by certain of our equity method investees; the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business; and a net charge on the repurchase and/or exchange of certain long-term debt we assumed in connection with the CCE transaction. Refer to
Note 10
.
|
Balance of unrecognized tax benefits as of December 31, 2011
|
$
|
320
|
|
Increase related to prior period tax positions
|
68
|
|
|
Decrease related to prior period tax positions
|
(7
|
)
|
|
Increase related to current period tax positions
|
17
|
|
|
Decrease related to settlements with taxing authorities
|
(45
|
)
|
|
Decrease as a result of a lapse of the applicable statute of limitations
|
(7
|
)
|
|
Decrease from effects of foreign currency exchange rates
|
(18
|
)
|
|
Balance of unrecognized tax benefits as of September 28, 2012
|
$
|
328
|
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Netting
Adjustment
1
|
|
Fair Value
Measurements
|
|
||||||
Assets
|
|
|
|
|
|
|
|||||||||||
Trading securities
|
$
|
142
|
|
$
|
109
|
|
$
|
4
|
|
|
$
|
—
|
|
$
|
255
|
|
|
Available-for-sale securities
2
|
1,713
|
|
3,150
|
|
141
|
|
3
|
|
—
|
|
5,004
|
|
|||||
Derivatives
4
|
52
|
|
516
|
|
—
|
|
|
(105
|
)
|
463
|
|
||||||
Total assets
|
$
|
1,907
|
|
$
|
3,775
|
|
$
|
145
|
|
|
$
|
(105
|
)
|
$
|
5,722
|
|
|
Liabilities
|
|
|
|
|
|
|
|||||||||||
Derivatives
4
|
$
|
18
|
|
$
|
158
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
$
|
61
|
|
|
Total liabilities
|
$
|
18
|
|
$
|
158
|
|
$
|
—
|
|
|
$
|
(115
|
)
|
$
|
61
|
|
2
|
Refer to
Note 3
for additional information related to the composition of our available-for-sale securities.
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Netting
Adjustment
1
|
|
Fair Value
Measurements
|
|
||||||
Assets
|
|
|
|
|
|
|
|||||||||||
Trading securities
|
$
|
166
|
|
$
|
41
|
|
$
|
4
|
|
|
$
|
—
|
|
$
|
211
|
|
|
Available-for-sale securities
2
|
1,071
|
|
214
|
|
116
|
|
3
|
|
—
|
|
1,401
|
|
|||||
Derivatives
4
|
39
|
|
467
|
|
—
|
|
|
(117
|
)
|
389
|
|
||||||
Total assets
|
$
|
1,276
|
|
$
|
722
|
|
$
|
120
|
|
|
$
|
(117
|
)
|
$
|
2,001
|
|
|
Liabilities
|
|
|
|
|
|
|
|||||||||||
Derivatives
4
|
$
|
5
|
|
$
|
201
|
|
$
|
—
|
|
|
$
|
(121
|
)
|
$
|
85
|
|
|
Total liabilities
|
$
|
5
|
|
$
|
201
|
|
$
|
—
|
|
|
$
|
(121
|
)
|
$
|
85
|
|
2
|
Refer to
Note 3
for additional information related to the composition of our available-for-sale securities.
|
|
Gains (Losses)
|
|
||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
September 28,
2012 |
|
|
September 30,
2011 |
|
|
September 28,
2012 |
|
|
September 30,
2011 |
|
|
||||
Valuation of shares in equity method investee
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92
|
|
1
|
$
|
—
|
|
|
Exchange of investment in equity securities
|
—
|
|
|
—
|
|
|
—
|
|
|
418
|
|
4
|
||||
Equity method investments
|
—
|
|
|
(3
|
)
|
2
|
—
|
|
|
(41
|
)
|
2
|
||||
Inventories
|
—
|
|
|
(5
|
)
|
3
|
—
|
|
|
(12
|
)
|
3
|
||||
Cold-drink equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
3
|
||||
Total
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
92
|
|
|
$
|
364
|
|
|
|
Eurasia
& Africa |
|
Europe
|
|
Latin
America |
|
North
America |
|
Pacific
|
|
Bottling
Investments |
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
|
|||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
720
|
|
$
|
1,124
|
|
$
|
1,171
|
|
$
|
5,669
|
|
$
|
1,448
|
|
$
|
2,182
|
|
$
|
26
|
|
$
|
—
|
|
$
|
12,340
|
|
Intersegment
|
29
|
|
165
|
|
55
|
|
1
|
|
147
|
|
26
|
|
—
|
|
(423
|
)
|
—
|
|
|||||||||
Total net revenues
|
749
|
|
1,289
|
|
1,226
|
|
5,670
|
|
1,595
|
|
2,208
|
|
26
|
|
(423
|
)
|
12,340
|
|
|||||||||
Operating income (loss)
|
254
|
|
698
|
|
734
|
|
832
|
|
603
|
|
44
|
|
(372
|
)
|
—
|
|
2,793
|
|
|||||||||
Income (loss) before income taxes
|
258
|
|
716
|
|
734
|
|
838
|
|
606
|
|
269
|
|
(337
|
)
|
—
|
|
3,084
|
|
|||||||||
Identifiable operating assets
|
1,488
|
|
3,012
|
|
2,576
|
|
33,906
|
|
2,188
|
|
9,374
|
|
23,960
|
|
—
|
|
76,504
|
|
|||||||||
Noncurrent investments
|
1,143
|
|
275
|
|
556
|
|
21
|
|
126
|
|
7,953
|
|
76
|
|
—
|
|
10,150
|
|
|||||||||
2011 — As Adjusted
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
684
|
|
$
|
1,207
|
|
$
|
1,162
|
|
$
|
5,387
|
|
$
|
1,534
|
|
$
|
2,240
|
|
$
|
34
|
|
$
|
—
|
|
$
|
12,248
|
|
Intersegment
|
34
|
|
192
|
|
64
|
|
—
|
|
121
|
|
24
|
|
—
|
|
(435
|
)
|
—
|
|
|||||||||
Total net revenues
|
718
|
|
1,399
|
|
1,226
|
|
5,387
|
|
1,655
|
|
2,264
|
|
34
|
|
(435
|
)
|
12,248
|
|
|||||||||
Operating income (loss)
|
265
|
|
810
|
|
773
|
|
618
|
|
608
|
|
76
|
|
(396
|
)
|
—
|
|
2,754
|
|
|||||||||
Income (loss) before income taxes
|
258
|
|
821
|
|
772
|
|
621
|
|
609
|
|
266
|
|
(420
|
)
|
—
|
|
2,927
|
|
|||||||||
Identifiable operating assets
|
1,379
|
|
3,499
|
|
2,552
|
|
33,444
|
|
2,207
|
|
9,204
|
|
21,131
|
|
—
|
|
73,416
|
|
|||||||||
Noncurrent investments
|
309
|
|
266
|
|
494
|
|
26
|
|
127
|
|
7,041
|
|
74
|
|
—
|
|
8,337
|
|
|||||||||
As of December 31, 2011
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Identifiable operating assets
|
$
|
1,245
|
|
$
|
3,204
|
|
$
|
2,446
|
|
$
|
33,422
|
|
$
|
2,085
|
|
$
|
8,905
|
|
$
|
20,293
|
|
$
|
—
|
|
$
|
71,600
|
|
Noncurrent investments
|
284
|
|
243
|
|
475
|
|
26
|
|
133
|
|
7,140
|
|
73
|
|
—
|
|
8,374
|
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
48 million
for North America, $
1 million
for Pacific, $
14 million
for Bottling Investments and $
10 million
for Corporate due to charges related to the Company's productivity and reinvestment program as well as other restructuring initiatives. Operating income (loss) and income (loss) before income taxes were increased by $
1 million
for Pacific and $
5 million
for Corporate due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives. Operating income (loss) and income (loss) before income taxes were increased by $
5 million
for North America due to the refinement of previously established accruals related to the Company's integration of CCE's former North America business. Refer to
Note 11
for additional information on each of the Company's productivity, restructuring and integration initiatives.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
9 million
for North America due to costs associated with the Company detecting residues of carbendazim, a fungicide that is not registered in the United States for use on citrus products, in orange juice imported from Brazil for distribution in the United States. As a result, the Company began purchasing additional supplies of Florida orange juice at a higher cost than Brazilian orange juice. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
1 million
for Latin America, $
1 million
for North America, $
2 million
for Pacific and was increased by $
1 million
for Eurasia and Africa and $
3 million
for Europe due to changes in the structure of BPW, our 50/50 joint venture with Nestlé in the ready-to-drink tea category. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by a net $
10 million
for Bottling Investments due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 10
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
2 million
for Europe, $
2 million
for Latin America, $
52 million
for North America, $
2 million
for Pacific, $
14 million
for Bottling Investments and $
26 million
for Corporate due to the Company's productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal. Refer to
Note 11
for additional information on our productivity, integration and restructuring initiatives. Refer to
Note 10
for additional information related to the merger of Arca and Contal.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
2 million
for North America and were increased by $
1 million
for Pacific due to charges associated with the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
36 million
for Bottling Investments due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
5 million
for Corporate due to the net charge we recognized on the repurchase and/or exchange of certain long-term debt assumed in connection with our acquisition of CCE's former North America business.
|
•
|
Income (loss) before income taxes was reduced by $
5 million
for Corporate due to the finalization of working capital adjustments related to the sale of all our ownership interests in our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
3 million
for Corporate due to the impairment of an investment in an entity accounted for under the equity method of accounting. Refer to
Note 10
and
Note 14
.
|
|
Eurasia
& Africa |
|
Europe
|
|
Latin
America |
|
North
America |
|
Pacific
|
|
Bottling
Investments |
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
|
|||||||||
2012
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
2,147
|
|
$
|
3,492
|
|
$
|
3,381
|
|
$
|
16,375
|
|
$
|
4,317
|
|
$
|
6,742
|
|
$
|
108
|
|
$
|
—
|
|
$
|
36,562
|
|
Intersegment
|
126
|
|
488
|
|
176
|
|
13
|
|
372
|
|
66
|
|
—
|
|
(1,241
|
)
|
—
|
|
|||||||||
Total net revenues
|
2,273
|
|
3,980
|
|
3,557
|
|
16,388
|
|
4,689
|
|
6,808
|
|
108
|
|
(1,241
|
)
|
36,562
|
|
|||||||||
Operating income (loss)
|
896
|
|
2,290
|
|
2,164
|
|
2,039
|
|
1,999
|
|
169
|
|
(961
|
)
|
—
|
|
8,596
|
|
|||||||||
Income (loss) before income taxes
|
911
|
|
2,340
|
|
2,164
|
|
2,066
|
|
1,998
|
|
750
|
|
(797
|
)
|
—
|
|
9,432
|
|
|||||||||
2011 — As Adjusted
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
2,054
|
|
$
|
3,725
|
|
$
|
3,308
|
|
$
|
15,567
|
|
$
|
4,175
|
|
$
|
6,548
|
|
$
|
125
|
|
$
|
—
|
|
$
|
35,502
|
|
Intersegment
|
124
|
|
537
|
|
205
|
|
11
|
|
306
|
|
66
|
|
—
|
|
(1,249
|
)
|
—
|
|
|||||||||
Total net revenues
|
2,178
|
|
4,262
|
|
3,513
|
|
15,578
|
|
4,481
|
|
6,614
|
|
125
|
|
(1,249
|
)
|
35,502
|
|
|||||||||
Operating income (loss)
|
860
|
|
2,497
|
|
2,163
|
|
1,821
|
|
1,769
|
|
189
|
|
(1,082
|
)
|
—
|
|
8,217
|
|
|||||||||
Income (loss) before income taxes
|
856
|
|
2,536
|
|
2,174
|
|
1,827
|
|
1,771
|
|
700
|
|
(622
|
)
|
—
|
|
9,242
|
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
157 million
for North America, $
1 million
for Pacific, $
45 million
for Bottling Investments and $
18 million
for Corporate due to charges related to the Company's productivity and reinvestment program as well as other restructuring initiatives. Operating income (loss) and income (loss) before income taxes were increased by $
3 million
for Europe, $
1 million
for Pacific and $
5 million
for Corporate due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives. Operating income (loss) and income (loss) before income taxes were increased by $
5 million
for North America due to the refinement of previously established accruals related to the Company's integration of CCE's former North America business. Refer to
Note 10
and
Note 11
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
20 million
for North America due to changes in the Company's ready-to-drink tea strategy as a result of our current U.S. license agreement with Nestlé terminating at the end of 2012. Refer to
Note 10
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
21 million
for North America due to costs associated with the Company detecting residues of carbendazim, a fungicide that is not registered in the United States for use on citrus products, in orange juice imported from Brazil for distribution in the United States. As a result, the Company began purchasing additional supplies of Florida orange juice at a higher cost than Brazilian orange juice. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was increased by $
92 million
for Corporate due to a gain the Company recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock during the period at a per share amount greater than the carrying amount of the Company's per share investment. Refer to
Note 10
and
Note 14
.
|
•
|
Income (loss) before income taxes was increased by a net $
33 million
for Bottling Investments due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
2 million
for Eurasia and Africa, $
3 million
for Europe, $
3 million
for Latin America, $
1 million
for North America and $
5 million
for Pacific due to changes in the structure of BPW, our 50/50 joint venture with Nestlé in the ready-to-drink tea category. Refer to
Note 10
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
9 million
for Eurasia and Africa, $
5 million
for Europe, $
3 million
for Latin America, $
229 million
for North America, $
3 million
for Pacific, $
58 million
for Bottling Investments and $
100 million
for Corporate, primarily due to the Company's productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal. Refer to
Note 11
for additional information on our productivity, integration and restructuring initiatives. Refer to
Note 10
for information related to the merger of Arca and Contal.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
2 million
for North America and $
82 million
for Pacific due to charges associated with the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was increased by a net $
417 million
for Corporate, primarily due to the gain the Company recognized as a result of the merger of Arca and Contal. Refer to
Note 10
and
Note 14
.
|
•
|
Income (loss) before income taxes was increased by $
102 million
for Corporate due to the gain on the sale of our investment in Embonor, a bottling partner with operations primarily in Chile. Prior to this transaction, the Company accounted for our investment in Embonor under the equity method of accounting. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
41 million
for Corporate due to the impairment of an investment in an entity accounted for under the equity method of accounting. Refer to
Note 10
and
Note 14
.
|
•
|
Income (loss) before income taxes was reduced by $
40 million
for Bottling Investments due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
8 million
for Corporate due to the net charge we recognized on the repurchase and/or exchange of certain long-term debt assumed in connection with our acquisition of CCE's former North America business.
|
•
|
Income (loss) before income taxes was reduced by $
5 million
for Corporate due to the finalization of working capital adjustments related to the sale of our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 10
.
|
September 28, 2012
|
Fair
Value
|
|
Carrying
Value
|
|
Difference
|
|
|||
Coca-Cola FEMSA, S.A.B. de C.V.
|
$
|
7,381
|
|
$
|
1,853
|
|
$
|
5,528
|
|
Coca-Cola Amatil Limited
|
3,144
|
|
1,046
|
|
2,098
|
|
|||
Coca-Cola Hellenic Bottling Company S.A.
|
1,548
|
|
1,380
|
|
168
|
|
|||
Coca-Cola Icecek A.S.
|
954
|
|
199
|
|
755
|
|
|||
Embotelladoras Coca-Cola Polar S.A.
|
271
|
|
93
|
|
178
|
|
|||
Coca-Cola Central Japan Co., Ltd.
|
185
|
|
183
|
|
2
|
|
|||
Coca-Cola Bottling Co. Consolidated
|
169
|
|
84
|
|
85
|
|
|||
Total
|
$
|
13,652
|
|
$
|
4,838
|
|
$
|
8,814
|
|
|
Percent Change 2012 versus 2011
|
||||||||
|
Third Quarter
|
|
Year-to-Date
|
||||||
|
Unit Cases
1,2,3
|
|
Concentrate
Sales
4
|
|
|
Unit Cases
1,2,3
|
|
Concentrate
Sales
4
|
|
Worldwide
|
4
|
%
|
5
|
%
|
|
5
|
%
|
4
|
%
|
Eurasia & Africa
|
11
|
%
|
10
|
%
|
|
11
|
%
|
10
|
%
|
Europe
|
1
|
|
3
|
|
|
—
|
|
(1
|
)
|
Latin America
|
5
|
|
8
|
|
|
5
|
|
5
|
|
North America
|
2
|
|
2
|
|
|
2
|
|
1
|
|
Pacific
|
3
|
|
3
|
|
|
6
|
|
4
|
|
Bottling Investments
|
8
|
|
N/A
|
|
|
11
|
|
N/A
|
|
|
Percent Change 2012 vs. 2011
|
|||||||||
|
Volume
1
|
|
Structural
Changes
|
|
Price, Product &
Geographic Mix
|
|
Currency
Fluctuations
|
|
Total
|
|
Consolidated
|
5
|
%
|
1
|
%
|
—
|
%
|
(5
|
)%
|
1
|
%
|
Eurasia & Africa
|
10
|
%
|
—
|
%
|
5
|
%
|
(11
|
)%
|
4
|
%
|
Europe
|
3
|
|
—
|
|
(4
|
)
|
(7
|
)
|
(8
|
)
|
Latin America
|
8
|
|
(1
|
)
|
6
|
|
(13
|
)
|
—
|
|
North America
|
2
|
|
1
|
|
3
|
|
(1
|
)
|
5
|
|
Pacific
|
3
|
|
(1
|
)
|
(6
|
)
|
—
|
|
(4
|
)
|
Bottling Investments
|
4
|
|
4
|
|
1
|
|
(11
|
)
|
(2
|
)
|
Corporate
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Calculation is not meaningful.
|
•
|
The impact of geographic mix on our consolidated results was even.
|
•
|
Eurasia and Africa was favorably impacted as a result of price increases across a number of our key markets as well as product mix.
|
•
|
Europe was unfavorably impacted as a result of shifts in product and channel mix across markets.
|
•
|
Latin America was favorably impacted as a result of price increases across a number of our key markets.
|
•
|
North America was favorably impacted as a result of price increases and product mix. Price, product and geographic mix in North America included positive pricing of 3 percent for sparkling beverages.
|
•
|
Pacific was unfavorably impacted as a result of shifts in product, channel mix and geographic mix.
|
|
Percent Change 2012 vs. 2011
|
|||||||||
|
Volume
1
|
|
Structural
Changes
|
|
Price, Product &
Geographic Mix
|
|
Currency
Fluctuations
|
|
Total
|
|
Consolidated
|
4
|
%
|
1
|
%
|
2
|
%
|
(4
|
)%
|
3
|
%
|
Eurasia & Africa
|
10
|
%
|
—
|
%
|
5
|
%
|
(11
|
)%
|
4
|
%
|
Europe
|
(1
|
)
|
—
|
|
—
|
|
(6
|
)
|
(7
|
)
|
Latin America
|
5
|
|
(1
|
)
|
7
|
|
(10
|
)
|
1
|
|
North America
|
1
|
|
1
|
|
3
|
|
—
|
|
5
|
|
Pacific
|
4
|
|
(1
|
)
|
—
|
|
2
|
|
5
|
|
Bottling Investments
|
8
|
|
2
|
|
1
|
|
(8
|
)
|
3
|
|
Corporate
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
Calculation is not meaningful.
|
•
|
The impact of geographic mix on our consolidated results was even.
|
•
|
Eurasia and Africa was favorably impacted as a result of price increases across a number of our key markets as well as product mix.
|
•
|
Latin America was favorably impacted as a result of price increases across a number of our key markets.
|
•
|
North America was favorably impacted as a result of price increases and product mix, including positive pricing for sparkling beverages.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 28,
2012 |
|
September 30,
2011 |
|
|
September 28,
2012 |
|
September 30,
2011 |
|
||||
|
|
As Adjusted
|
|
|
|
As Adjusted
|
|
||||||
Stock-based compensation expense
|
$
|
88
|
|
$
|
87
|
|
|
$
|
254
|
|
$
|
268
|
|
Advertising expenses
|
1,016
|
|
895
|
|
|
2,583
|
|
2,503
|
|
||||
Bottling and distribution expenses
1
|
2,258
|
|
2,159
|
|
|
6,689
|
|
6,385
|
|
||||
Other operating expenses
|
1,268
|
|
1,382
|
|
|
3,782
|
|
3,860
|
|
||||
Selling, general and administrative expenses
|
$
|
4,630
|
|
$
|
4,523
|
|
|
$
|
13,308
|
|
$
|
13,016
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 28,
2012 |
|
September 30,
2011 |
|
|
September 28,
2012 |
|
September 30,
2011 |
|
||||
Eurasia & Africa
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
$
|
9
|
|
Europe
|
—
|
|
2
|
|
|
(3
|
)
|
5
|
|
||||
Latin America
|
—
|
|
2
|
|
|
—
|
|
3
|
|
||||
North America
|
45
|
|
52
|
|
|
178
|
|
229
|
|
||||
Pacific
|
—
|
|
—
|
|
|
—
|
|
53
|
|
||||
Bottling Investments
|
14
|
|
14
|
|
|
45
|
|
58
|
|
||||
Corporate
|
5
|
|
26
|
|
|
13
|
|
100
|
|
||||
Total
|
$
|
64
|
|
$
|
96
|
|
|
$
|
233
|
|
$
|
457
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||
|
September 28,
2012 |
|
September 30,
2011 |
|
|
September 28,
2012 |
|
September 30,
2011 |
|
Eurasia & Africa
|
9.1
|
%
|
9.6
|
%
|
|
10.4
|
%
|
10.5
|
%
|
Europe
|
25.0
|
|
29.5
|
|
|
26.6
|
|
30.4
|
|
Latin America
|
26.3
|
|
28.1
|
|
|
25.2
|
|
26.4
|
|
North America
|
29.8
|
|
22.4
|
|
|
23.7
|
|
22.1
|
|
Pacific
|
21.6
|
|
22.1
|
|
|
23.3
|
|
21.6
|
|
Bottling Investments
|
1.5
|
|
2.8
|
|
|
2.0
|
|
2.3
|
|
Corporate
|
(13.3
|
)
|
(14.5
|
)
|
|
(11.2
|
)
|
(13.3
|
)
|
Total
|
100.0
|
%
|
100.0
|
%
|
|
100.0
|
%
|
100.0
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||
|
September 28,
2012 |
|
September 30,
2011 |
|
|
September 28,
2012 |
|
September 30,
2011 |
|
Consolidated
|
22.6
|
%
|
22.5
|
%
|
|
23.5
|
%
|
23.1
|
%
|
Eurasia & Africa
|
35.3
|
%
|
38.7
|
%
|
|
41.7
|
%
|
41.9
|
%
|
Europe
|
62.1
|
|
67.1
|
|
|
65.6
|
|
67.0
|
|
Latin America
|
62.7
|
|
66.5
|
|
|
64.0
|
|
65.4
|
|
North America
|
14.7
|
|
11.5
|
|
|
12.5
|
|
11.7
|
|
Pacific
|
41.6
|
|
39.6
|
|
|
46.3
|
|
42.4
|
|
Bottling Investments
|
2.0
|
|
3.4
|
|
|
2.5
|
|
2.9
|
|
Corporate
|
*
|
|
*
|
|
|
*
|
|
*
|
|
•
|
During the
three months ended
September 28, 2012
, fluctuations in foreign currency exchange rates unfavorably impacted consolidated operating income by 8 percent, primarily due to a stronger U.S. dollar compared to certain foreign currencies, including the euro, Mexican peso, Brazilian real, U.K. pound sterling, South African rand and Australian dollar, which had an unfavorable impact on our Eurasia and Africa, Europe, Latin America, Pacific and Bottling Investments operating segments. The unfavorable impact of a stronger U.S. dollar compared to the currencies listed above was partially offset by the impact of a weaker U.S. dollar compared to certain other foreign currencies, including the Japanese yen, which had a favorable impact on our Pacific operating segment.
|
•
|
During the
nine months ended
September 28, 2012
, fluctuations in foreign currency exchange rates unfavorably impacted consolidated operating income by 6 percent, primarily due to a stronger U.S. dollar compared to certain foreign currencies, including the euro, Mexican peso, Brazilian real, U.K. pound sterling, South African rand and Australian dollar, which had an unfavorable impact on our Eurasia and Africa, Europe, Latin America, Pacific and Bottling Investments operating segments. The unfavorable impact of a stronger U.S. dollar compared to the currencies
|
•
|
During the
three months ended
September 28, 2012
, operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 15 percent for Eurasia and Africa, 6 percent for Europe, 15 percent for Latin America, 1 percent for North America, 22 percent for Bottling Investments and 1 percent for Corporate. During the same period, operating income was favorably impacted by fluctuations in foreign currency exchange rates by 1 percent for Pacific.
|
•
|
During the
nine months ended
September 28, 2012
, operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 12 percent for Eurasia and Africa, 4 percent for Europe, 11 percent for Latin America, 20 percent for Bottling Investments and 1 percent for Corporate. During the same period, operating income was favorably impacted by fluctuations in foreign currency exchange rates by 3 percent for Pacific. Fluctuations in foreign currency exchange rates had a minimal impact on operating income for North America.
|
•
|
During the
three months ended
September 28, 2012
, operating income was reduced by $48 million for North America, $1 million for Pacific, $14 million for Bottling Investments and $10 million for Corporate due to charges related to the Company's productivity and reinvestment program as well as other restructuring initiatives.
|
•
|
During the
three months ended
September 28, 2012
, operating income was increased by $1 million for Pacific and $5 million for Corporate due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives.
|
•
|
During the
three and nine months ended
September 28, 2012
, operating income for North America was reduced by $9 million and $21 million, respectively, due to costs associated with the Company detecting residues of carbendazim, a fungicide that is not registered in the United States for use on citrus products, in orange juice imported from Brazil for distribution in the United States. As a result, the Company began purchasing additional supplies of Florida orange juice at a higher cost than Brazilian orange juice.
|
•
|
During the
three and nine months ended
September 28, 2012
, operating income was increased by $5 million for North America due to the refinement of previously established accruals related to the Company's integration of CCE's former North America business.
|
•
|
During the
three and nine months ended
September 28, 2012
, operating income and operating margin for Europe were unfavorably impacted by a decline in net revenues, shifts in product and channel mix across markets, input cost pressures and incremental investments related to the 2012 Olympic Games.
|
•
|
During the
nine months ended
September 28, 2012
, operating income and operating margin for North America and Bottling Investments were unfavorably impacted by higher commodity costs.
|
•
|
During the
nine months ended
September 28, 2012
, operating income was reduced by $157 million for North America, $1 million for Pacific, $45 million for Bottling Investments and $18 million for Corporate due to charges related to the Company's productivity and reinvestment program as well as other restructuring initiatives.
|
•
|
During the
nine months ended
September 28, 2012
, operating income for North America was reduced by $20 million due to changes in the Company's ready-to-drink tea strategy as a result of our current U.S. license agreement with Nestlé expiring at the end of 2012.
|
•
|
During the
nine months ended
September 28, 2012
, operating income was increased by $3 million for Europe, $1 million for Pacific and $5 million for Corporate due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives.
|
•
|
During the
three months ended
September 30, 2011
, operating income was reduced by $2 million for Europe, $2 million for Latin America, $52 million for North America, $2 million for Pacific, $14 million for Bottling Investments and $26 million for Corporate due to the Company's productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal.
|
•
|
During the
nine months ended
September 30, 2011
, operating income was reduced by $9 million for Eurasia and Africa, $5 million for Europe, $3 million for Latin America, $229 million for North America, $3 million for Pacific, $58 million for Bottling Investments and $100 million for Corporate, primarily due to the Company's productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal.
|
•
|
During the
nine months ended
September 30, 2011
, operating income and operating margin for Pacific were unfavorably impacted as a result of the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Operating income for Pacific was reduced by $82 million for the
nine months ended
September 30, 2011
,
|
•
|
During the
nine months ended
September 30, 2011
, operating income was reduced by $19 million for North America due to the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business.
|
•
|
$
1,000 million
total principal amount of notes due March 14, 2014, at a variable interest rate equal to the three-month London Interbank Offered Rate ("LIBOR") minus
0.05 percent
;
|
•
|
$
1,000 million
total principal amount of notes due March 13, 2015, at a fixed interest rate of
0.75 percent
; and
|
•
|
$
750 million
total principal amount of notes due March 14, 2018, at a fixed interest rate of
1.65 percent
.
|
•
|
$1,655 million total principal amount of notes due September 1, 2016, at a fixed interest rate of 1.8 percent; and
|
•
|
$1,324 million total principal amount of notes due September 1, 2021, at a fixed interest rate of 3.3 percent.
|
•
|
During the first quarter of 2011, the Company repurchased all of our outstanding U.K. pound sterling notes that had a carrying value of $
674 million
;
|
•
|
During the second quarter of 2011, the Company repurchased long-term debt that had a carrying value of $42 million; and
|
•
|
During the third quarter of 2011, the Company repurchased long-term debt that had a carrying value of $19 million.
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
September 28,
2012 |
|
|
September 30,
2011 |
|
|
September 28,
2012 |
|
|
September 30,
2011 |
|
|
||||
Asset impairments
|
$
|
—
|
|
|
$
|
—
|
|
8
|
$
|
—
|
|
|
$
|
(15
|
)
|
8
|
Productivity and reinvestment program
|
(21
|
)
|
1
|
—
|
|
|
(65
|
)
|
1
|
—
|
|
|
||||
Other productivity, integration and restructuring initiatives
|
4
|
|
2
|
(25
|
)
|
9
|
5
|
|
2
|
(111
|
)
|
9
|
||||
Transaction gains and losses
|
—
|
|
|
(5
|
)
|
10
|
33
|
|
5
|
203
|
|
13
|
||||
Certain tax matters
|
7
|
|
3
|
(4
|
)
|
11
|
(26
|
)
|
6
|
15
|
|
11
|
||||
Other — net
|
(4
|
)
|
4
|
(6
|
)
|
12
|
(18
|
)
|
7
|
(44
|
)
|
14
|
1
|
Related to charges of $
59 million
and $
177 million
during the
three and nine months ended
September 28, 2012
, respectively. These charges were due to the Company's productivity and reinvestment program announced in February 2012. Refer to
Note 10
and
Note 11
of Notes to Condensed Consolidated Financial Statements.
|
2
|
Related to net charges of $
3 million
and $
30 million
during the
three and nine months ended
September 28, 2012
, respectively. These charges were primarily due to the Company's other productivity, restructuring and integration initiatives that are outside the scope of the Company's productivity and reinvestment program announced in February 2012. Refer to
Note 10
and
Note 11
of Notes to Condensed Consolidated Financial Statements.
|
3
|
Related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. The components of the net change in uncertain tax positions were individually insignificant.
|
4
|
Related to a charge of $
19 million
that consisted of a charge of $
10 million
due to our proportionate share of unusual or infrequent items recorded by certain of our equity method investees and charges of $
9 million
associated with the Company's orange juice supply in the United States. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
5
|
Related to a gain of $
92 million
the Company realized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock during the period at a per share amount greater than the carrying amount of the Company's per share investment. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
6
|
Related to a net tax benefit primarily associated with the reversal of valuation allowances in the Company's foreign jurisdictions, partially offset by amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. See below for additional details related to the change in the Company's uncertain tax positions.
|
7
|
Related to a net charge of $
22 million
. This net charge is due to charges of $
20 million
associated with changes in the Company's ready-to-drink tea strategy in the United States, charges of $
14 million
associated with changes in the structure of BPW, and charges of $
21 million
associated with the Company's orange juice supply in the United States, partially offset by a net gain of $
33 million
related to our proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
8
|
Related to charges of $
3 million
and $
41 million
during the
three and nine months ended
September 30, 2011
, respectively, due to the impairment of an entity accounted for under the equity method of accounting. The Company does not expect to receive a tax benefit on the portion of the impairment recorded during the
three months ended
September 30, 2011
. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
9
|
Related to charges of $
89 million
and $
372 million
during the
three and nine months ended
September 30, 2011
, respectively, primarily due to our productivity, integration and restructuring initiatives. These productivity and integration initiatives were outside the scope of the Company's productivity and reinvestment program announced in February 2012. Refer to
Note 10
and
Note 11
of Notes to Condensed Consolidated Financial Statements.
|
10
|
Related to a charge of $
14 million
due to costs associated with the merger of Arca and Contal and the finalization of working capital adjustments related to the sale of all our ownership interests in our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
11
|
Related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. The components of the net change in uncertain tax positions were individually insignificant.
|
12
|
Related to a net charge of $
42 million
, primarily due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees; a net charge on the repurchase and/or exchange of certain long-term debt we assumed in connection with our acquisition of CCE's former North America business; and a net charge associated with the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
13
|
Related to a net gain of $
479 million
, primarily due to the gain on the merger of Arca and Contal and the gain on the sale of our investment in Embonor, partially offset by costs associated with the merger of Arca and Contal and the finalization of working capital adjustments related to the sale of all our ownership interests in our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
14
|
Related to a net charge of $
151 million
, primarily due to charges related to the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011; our proportionate share of unusual or infrequent items recorded by certain of our equity method investees; the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business; and a net charge on the repurchase and/or exchange of certain long-term debt we assumed in connection with the CCE transaction. Refer to
Note 10
of Notes to Condensed Consolidated Financial Statements.
|
Balance of unrecognized tax benefits as of December 31, 2011
|
$
|
320
|
|
Increase related to prior period tax positions
|
68
|
|
|
Decrease related to prior period tax positions
|
(7
|
)
|
|
Increase related to current period tax positions
|
17
|
|
|
Decrease related to settlements with taxing authorities
|
(45
|
)
|
|
Decrease as a result of a lapse of the applicable statute of limitations
|
(7
|
)
|
|
Decrease from effects of foreign currency exchange rates
|
(18
|
)
|
|
Balance of unrecognized tax benefits as of September 28, 2012
|
$
|
328
|
|
•
|
$
1,000 million
total principal amount of notes due March 14, 2014, at a variable interest rate equal to the three-month LIBOR minus
0.05 percent
;
|
•
|
$
1,000 million
total principal amount of notes due March 13, 2015, at a fixed interest rate of
0.75 percent
; and
|
•
|
$
750 million
total principal amount of notes due March 14, 2018, at a fixed interest rate of
1.65 percent
.
|
•
|
$1,655 million total principal amount of notes due September 1, 2016, at a fixed interest rate of 1.8 percent; and
|
•
|
$1,324 million total principal amount of notes due September 1, 2021, at a fixed interest rate of 3.3 percent.
|
•
|
During the first quarter of 2011, the Company repurchased all of our outstanding U.K. pound sterling notes that had a carrying value of $
674 million
;
|
•
|
During the second quarter of 2011, the Company repurchased long-term debt that had a carrying value of $42 million; and
|
•
|
During the third quarter of 2011, the Company repurchased long-term debt that had a carrying value of $19 million.
|
|
September 28,
2012 |
|
December 31,
2011 |
|
Increase
(Decrease)
|
|
|
Percentage
Change
|
|
|||
Cash and cash equivalents
|
$
|
9,615
|
|
$
|
12,803
|
|
$
|
(3,188
|
)
|
|
(25
|
)%
|
Short-term investments
|
5,320
|
|
1,088
|
|
4,232
|
|
|
389
|
|
|||
Marketable securities
|
3,148
|
|
144
|
|
3,004
|
|
|
2,086
|
|
|||
Trade accounts receivable — net
|
5,083
|
|
4,920
|
|
163
|
|
|
3
|
|
|||
Inventories
|
3,447
|
|
3,092
|
|
355
|
|
|
11
|
|
|||
Prepaid expenses and other assets
|
3,099
|
|
3,450
|
|
(351
|
)
|
|
(10
|
)
|
|||
Equity method investments
|
8,538
|
|
7,233
|
|
1,305
|
|
|
18
|
|
|||
Other investments, principally bottling companies
|
1,612
|
|
1,141
|
|
471
|
|
|
41
|
|
|||
Other assets
|
3,629
|
|
3,495
|
|
134
|
|
|
4
|
|
|||
Property, plant and equipment — net
|
15,388
|
|
14,939
|
|
449
|
|
|
3
|
|
|||
Trademarks with indefinite lives
|
6,510
|
|
6,430
|
|
80
|
|
|
1
|
|
|||
Bottlers' franchise rights with indefinite lives
|
7,746
|
|
7,770
|
|
(24
|
)
|
|
0
|
|
|||
Goodwill
|
12,381
|
|
12,219
|
|
162
|
|
|
1
|
|
|||
Other intangible assets
|
1,138
|
|
1,250
|
|
(112
|
)
|
|
(9
|
)
|
|||
Total assets
|
$
|
86,654
|
|
$
|
79,974
|
|
$
|
6,680
|
|
|
8
|
%
|
Accounts payable and accrued expenses
|
$
|
9,803
|
|
$
|
9,009
|
|
$
|
794
|
|
|
9
|
%
|
Loans and notes payable
|
16,208
|
|
12,871
|
|
3,337
|
|
|
26
|
|
|||
Current maturities of long-term debt
|
341
|
|
2,041
|
|
(1,700
|
)
|
|
(83
|
)
|
|||
Accrued income taxes
|
656
|
|
362
|
|
294
|
|
|
81
|
|
|||
Long-term debt
|
16,181
|
|
13,656
|
|
2,525
|
|
|
18
|
|
|||
Other liabilities
|
4,678
|
|
5,420
|
|
(742
|
)
|
|
(14
|
)
|
|||
Deferred income taxes
|
5,197
|
|
4,694
|
|
503
|
|
|
11
|
|
|||
Total liabilities
|
$
|
53,064
|
|
$
|
48,053
|
|
$
|
5,011
|
|
|
10
|
%
|
Net assets
|
$
|
33,590
|
|
$
|
31,921
|
|
$
|
1,669
|
|
1
|
5
|
%
|
•
|
Cash and cash equivalents decreased $
3,188 million
, or
25 percent
, primarily due to a change in the Company's overall cash management program which resulted in more of our cash balances being transferred into short-term investments as well as high-quality marketable securities. As a result of this change in strategy, short-term investments increased $
4,232 million
and marketable securities increased $
3,004 million
.
|
•
|
Equity method investments increased $
1,305 million
, or
18 percent
, primarily due to the Company's investments in Aujan, one of the largest independent beverage companies in the Middle East. Refer to
Note 2
of Notes to Condensed Consolidated Financial Statements for additional information.
|
•
|
Loans and notes payable increased $
3,337 million
, or
26 percent
, primarily due to an increase in the Company's commercial paper balances.
|
•
|
Current maturities of long-term debt decreased $
1,700 million
, or
83 percent
, primarily due to the Company retiring $1,250 million of long-term debt upon maturity on May 15, 2012. Refer to
Note 6
of Notes to Condensed Consolidated Financial Statements for additional information.
|
•
|
Long-term debt increased $
2,525 million
, or
18 percent
, primarily due to the Company's issuance of long-term debt during the first quarter of 2012. Refer to the heading "Cash Flows from Financing Activities" above and
Note 6
of Notes to Condensed Consolidated Financial Statements for additional information.
|
•
|
Other liabilities decreased $
742 million
, or
14 percent
, primarily due to the Company's contributions to our pension plans. Refer to
Note 12
of Notes to Condensed Consolidated Financial Statements for additional information.
|
Period
|
Total Number
of Shares
Purchased
1
|
|
Average
Price Paid
Per Share
|
|
Total Number
of Shares
Purchased as
Part of the
Publicly
Announced
Plan
2
|
|
Maximum
Number of
Shares That May
Yet Be
Purchased Under
the Publicly
Announced
Plan
3
|
|
|
June 30, 2012, through July 27, 2012
|
2,553,158
|
|
$
|
38.86
|
|
2,550,000
|
|
92,148,144
|
|
July 28, 2012, through August 24, 2012
|
3,000,000
|
|
$
|
39.91
|
|
3,000,000
|
|
89,148,144
|
|
August 25, 2012, through September 28, 2012
|
21,900,360
|
|
$
|
38.25
|
|
21,900,000
|
|
67,248,144
|
|
Total
|
27,453,518
|
|
$
|
38.48
|
|
27,450,000
|
|
|
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
Exhibit No.
|
|
(With regard to applicable cross-references in the list of exhibits below, the Company's Current, Quarterly and Annual Reports are filed with the Securities and Exchange Commission (the "SEC") under File No. 001-02217.)
|
|
3.1
|
Certificate of Incorporation of the Company, including Amendment of Certificate of Incorporation, dated July 27, 2012.
|
3.2
|
By-Laws of the Company, as amended and restated through April 17, 2008 — incorporated herein by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 2008.
|
4.1
|
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
|
4.2
|
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
|
4.3
|
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
|
4.4
|
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on March 5, 2009.
|
4.5
|
Form of Note for 5.350% Notes due November 15, 2017 — incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed October 31, 2007.
|
4.6
|
Form of Note for 3.625% Notes due March 15, 2014 — incorporated herein by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K filed on March 5, 2009.
|
4.7
|
Form of Note for 4.875% Notes due March 15, 2019 — incorporated herein by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K filed on March 5, 2009.
|
4.8
|
Form of Note for Floating Rate Notes due May 15, 2012 — incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.9
|
Form of Note for 0.750% Notes due November 15, 2013 — incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.10
|
Form of Note for 1.500% Notes due November 15, 2015 — incorporated herein by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.11
|
Form of Note for 3.150% Notes due November 15, 2020 — incorporated herein by reference to Exhibit 4.7 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.12
|
Form of Registration Rights Agreement among the Company, the representatives of the initial purchasers of the Notes and the other parties named therein — incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 8, 2011.
|
4.13
|
Form of Note for 1.80% Notes due September 1, 2016 — incorporated herein by reference to Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
4.14
|
Form of Note for 3.30% Notes due September 1, 2021 — incorporated herein by reference to Exhibit 4.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
4.15
|
Form of Note for Floating Rate Notes due March 14, 2014 — incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on March 14, 2012.
|
4.16
|
Form of Note for 0.750% Notes due March 13, 2015 — incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on March 14, 2012.
|
4.17
|
Form of Note for 1.650% Notes due March 14, 2018 — incorporated herein by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on March 14, 2012.
|
10.1
|
Letter, dated September 11, 2012, from the Company to Steven A. Cahillane — incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
10.2
|
Letter, dated September 11, 2012, from the Company to Ahmet Bozer — incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
10.3
|
Letter, dated September 13, 2012, between Servicios Integrados de Administración y Alta Gerencia, S de R.L. de C.V. and José Octavio Reyes — incorporated herein by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
|
THE COCA-COLA COMPANY
(REGISTRANT)
|
|
|
|
|
|
/s/ KATHY N. WALLER
|
Date:
|
October 25, 2012
|
Kathy N. Waller
Vice President and Controller
(On behalf of the Registrant and
as Chief Accounting Officer)
|
Exhibit No.
|
|
(With regard to applicable cross-references in the list of exhibits below, the Company's Current, Quarterly and Annual Reports are filed with the Securities and Exchange Commission (the "SEC") under File No. 001-02217.)
|
|
3.1
|
Certificate of Incorporation of the Company, including Amendment of Certificate of Incorporation, dated July 27, 2012.
|
3.2
|
By-Laws of the Company, as amended and restated through April 17, 2008 — incorporated herein by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 2008.
|
4.1
|
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
|
4.2
|
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
|
4.3
|
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
|
4.4
|
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on March 5, 2009.
|
4.5
|
Form of Note for 5.350% Notes due November 15, 2017 — incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed October 31, 2007.
|
4.6
|
Form of Note for 3.625% Notes due March 15, 2014 — incorporated herein by reference to Exhibit 4.4 of the Company's Current Report on Form 8-K filed on March 5, 2009.
|
4.7
|
Form of Note for 4.875% Notes due March 15, 2019 — incorporated herein by reference to Exhibit 4.5 of the Company's Current Report on Form 8-K filed on March 5, 2009.
|
4.8
|
Form of Note for Floating Rate Notes due May 15, 2012 — incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.9
|
Form of Note for 0.750% Notes due November 15, 2013 — incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.10
|
Form of Note for 1.500% Notes due November 15, 2015 — incorporated herein by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.11
|
Form of Note for 3.150% Notes due November 15, 2020 — incorporated herein by reference to Exhibit 4.7 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
4.12
|
Form of Registration Rights Agreement among the Company, the representatives of the initial purchasers of the Notes and the other parties named therein — incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 8, 2011.
|
4.13
|
Form of Note for 1.80% Notes due September 1, 2016 — incorporated herein by reference to Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
4.14
|
Form of Note for 3.30% Notes due September 1, 2021 — incorporated herein by reference to Exhibit 4.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
4.15
|
Form of Note for Floating Rate Notes due March 14, 2014 — incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on March 14, 2012.
|
4.16
|
Form of Note for 0.750% Notes due March 13, 2015 — incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on March 14, 2012.
|
4.17
|
Form of Note for 1.650% Notes due March 14, 2018 — incorporated herein by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed on March 14, 2012.
|
10.1
|
Letter, dated September 11, 2012, from the Company to Steven A. Cahillane — incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
10.2
|
Letter, dated September 11, 2012, from the Company to Ahmet Bozer — incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
“7.6(d)
|
Accrued Benefit as of December 31, 2011. Notwithstanding anything else herein, if a Member received a statement providing an accrued benefit as of December 31, 2011, a Member who disagrees with information provided in that statement must submit a written claim and exhaust this claim procedure before legal recourse of any type is sought. The Member may only file a claim related to the following information: dates (e.g., date of hire, date of assignment), years of service, country of employment, employment status, pay, and number of the hypothetical shares of stock credited to the Member's Account as of December 31, 2011.
|
“5.1
|
Separation on or after Normal Retirement Date
. The single payment shall be equal to the Actuarial Equivalent of the present value of monthly payments, payable for the life of the Member and, if applicable and only in the case of a Grandfathered Member, the Member's Spouse, commencing on the first day of the month following his Separation from Service, equal to 1/12
th
of the annual amount determined by deducting benefits payable under Subsections B and C from Subsection A, below.”
|
“8.6(d)
|
Accrued Benefit as of December 31, 2011
. Notwithstanding anything else herein, if a Member received a statement providing an accrued benefit as of December 31, 2011, a Member who disagrees with information provided in that statement must submit a written claim and exhaust this claim procedure before legal recourse of any type is sought. The Member may only file a claim related to the following information: dates (e.g., date of birth, date of hire, date of assignment), years of service, country of employment, employment status, other employer provided benefits noted on statement, participation in local social programs, and pay.
|
10.1
|
Freeze of Plan
. Notwithstanding any other provision of the Plan, the Plan shall be frozen to all Members and new participants who are not Grandfathered Members, effective immediately prior to midnight on December 31, 2011 (the “Freeze Date”). This Article X shall supersede any and all contrary provisions of the Plan.
|
10.2
|
Member Accounts
. Each Member who is not a Grandfathered Member shall have an Account administered in his name by the Plan Sponsor. Such Account shall be a bookkeeping entry only and no assets shall be placed in the Member's name.
|
10.3
|
Valuation of Benefit
. The value of the benefit payable to each Member who is not a Grandfathered Member shall be calculated pursuant to Article V as if the Member Separated from Service on December 31, 2011 and was not married at the time of separation, and the value shall be credited to the Member's Account.
|
10.4
|
Interest Credits
. A Member's Account will be credited with an Interest Credit at the end of each month in a Plan Year. The Interest Credit shall equal the product of the Annual Interest Rate for the Plan Year (expressed as a monthly prorated rate) and the balance of the Member's Account as of the first day of each month of such Plan Year. For example, the Annual Interest Rate for the Plan Year beginning January 1, 2012 and ending December 31, 2012, prorated monthly, will be multiplied by the Member's Account as of January 1, 2012. The Interest Credit in this example would be credited to the Member's Account as of January 31, 2012.
|
10.5
|
Distribution events and time of payment of Account
.
|
(a)
|
Separation from Service. Upon a Member's Separation from Service, his vested Account balance shall be paid to the Member on the last business day of the third month following the month in which the Member has a Separation from Service. Notwithstanding the foregoing, the Account of a Specified Employee shall be paid on the last business day of the sixth month following the month in which the Specified Employee has a Separation from Service.
|
(b)
|
Death. In the event of a Member's death, his vested Account balance shall be paid to his Beneficiary on the last business day of the second month following the month of the Member's death.”
|
|
Nine Months
Ended
September 28,
2012
|
|
Year Ended December 31,
|
|||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
||||||||
(In millions except ratios)
|
|
As Adjusted
|
||||||||||||||||
EARNINGS:
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations before income taxes
|
$
|
9,432
|
|
$
|
11,458
|
|
$
|
14,207
|
|
$
|
8,902
|
|
$
|
7,525
|
|
$
|
7,943
|
|
Fixed charges
|
370
|
|
505
|
|
792
|
|
422
|
|
513
|
|
524
|
|
||||||
Less:
|
|
|
|
|
|
|
||||||||||||
Capitalized interest, net
|
—
|
|
(1
|
)
|
(1
|
)
|
(4
|
)
|
(7
|
)
|
(12
|
)
|
||||||
Equity (income) loss — net of dividends
|
(338
|
)
|
(269
|
)
|
(671
|
)
|
(359
|
)
|
1,128
|
|
(452
|
)
|
||||||
Adjusted earnings
|
$
|
9,464
|
|
$
|
11,693
|
|
$
|
14,327
|
|
$
|
8,961
|
|
$
|
9,159
|
|
$
|
8,003
|
|
FIXED CHARGES:
|
|
|
|
|
|
|
||||||||||||
Gross interest incurred
|
$
|
302
|
|
$
|
418
|
|
$
|
734
|
|
$
|
359
|
|
$
|
445
|
|
$
|
468
|
|
Interest portion of rent expense
|
68
|
|
87
|
|
58
|
|
63
|
|
68
|
|
56
|
|
||||||
Total fixed charges
|
$
|
370
|
|
$
|
505
|
|
$
|
792
|
|
$
|
422
|
|
$
|
513
|
|
$
|
524
|
|
Ratios of earnings to fixed charges
|
25.6
|
|
23.2
|
|
18.1
|
|
21.2
|
|
17.9
|
|
15.3
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
October 25, 2012
|
|
|
|
|
/s/ MUHTAR KENT
|
|
Muhtar Kent
Chairman of the Board of Directors,
Chief Executive Officer and President
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
October 25, 2012
|
|
|
|
|
/s/ GARY P. FAYARD
|
|
Gary P. Fayard
Executive Vice President and
Chief Financial Officer
|
(1)
|
to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ MUHTAR KENT
|
Muhtar Kent
Chairman of the Board of Directors,
Chief Executive Officer and President
|
October 25, 2012
|
|
|
/s/ GARY P. FAYARD
|
Gary P. Fayard
Executive Vice President and
Chief Financial Officer
|
October 25, 2012
|