|
Delaware
|
|
58-0628465
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
One Coca-Cola Plaza
|
|
|
|
Atlanta
|
Georgia
|
|
30313
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.25 Par Value
|
KO
|
New York Stock Exchange
|
Floating Rate Notes Due 2019
|
KO19A
|
New York Stock Exchange
|
0.000% Notes Due 2021
|
KO21B
|
New York Stock Exchange
|
Floating Rate Notes Due 2021
|
KO21C
|
New York Stock Exchange
|
1.125% Notes Due 2022
|
KO22
|
New York Stock Exchange
|
0.125% Notes Due 2022
|
KO22B
|
New York Stock Exchange
|
0.75% Notes Due 2023
|
KO23B
|
New York Stock Exchange
|
0.500% Notes Due 2024
|
KO24
|
New York Stock Exchange
|
1.875% Notes Due 2026
|
KO26
|
New York Stock Exchange
|
0.750% Notes Due 2026
|
KO26C
|
New York Stock Exchange
|
1.125% Notes Due 2027
|
KO27
|
New York Stock Exchange
|
1.250% Notes Due 2031
|
KO31
|
New York Stock Exchange
|
1.625% Notes Due 2035
|
KO35
|
New York Stock Exchange
|
1.100% Notes Due 2036
|
KO36
|
New York Stock Exchange
|
Class of Common Stock
|
|
Shares Outstanding as of July 22, 2019
|
$0.25 Par Value
|
|
4,276,027,437
|
|
|
|
Page
|
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
Condensed Consolidated Statements of Income
Three and Six Months Ended June 28, 2019 and June 29, 2018 |
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income
Three and Six Months Ended June 28, 2019 and June 29, 2018 |
|
|
|
|
|
Condensed Consolidated Balance Sheets
June 28, 2019 and December 31, 2018 |
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 28, 2019 and June 29, 2018 |
|
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
||||
Net Operating Revenues
|
$
|
9,997
|
|
$
|
9,421
|
|
|
$
|
18,691
|
|
$
|
17,719
|
|
Cost of goods sold
|
3,921
|
|
3,543
|
|
|
7,286
|
|
6,619
|
|
||||
Gross Profit
|
6,076
|
|
5,878
|
|
|
11,405
|
|
11,100
|
|
||||
Selling, general and administrative expenses
|
2,996
|
|
2,887
|
|
|
5,763
|
|
5,626
|
|
||||
Other operating charges
|
92
|
|
225
|
|
|
219
|
|
761
|
|
||||
Operating Income
|
2,988
|
|
2,766
|
|
|
5,423
|
|
4,713
|
|
||||
Interest income
|
142
|
|
173
|
|
|
275
|
|
339
|
|
||||
Interest expense
|
236
|
|
247
|
|
|
481
|
|
483
|
|
||||
Equity income (loss) — net
|
329
|
|
324
|
|
|
462
|
|
465
|
|
||||
Other income (loss) — net
|
(174
|
)
|
(74
|
)
|
|
(405
|
)
|
(147
|
)
|
||||
Income Before Income Taxes
|
3,049
|
|
2,942
|
|
|
5,274
|
|
4,887
|
|
||||
Income taxes
|
421
|
|
611
|
|
|
943
|
|
1,156
|
|
||||
Consolidated Net Income
|
2,628
|
|
2,331
|
|
|
4,331
|
|
3,731
|
|
||||
Less: Net income attributable to noncontrolling interests
|
21
|
|
15
|
|
|
46
|
|
47
|
|
||||
Net Income Attributable to Shareowners
of The Coca-Cola Company
|
$
|
2,607
|
|
$
|
2,316
|
|
|
$
|
4,285
|
|
$
|
3,684
|
|
Basic Net Income Per Share1
|
$
|
0.61
|
|
$
|
0.54
|
|
|
$
|
1.00
|
|
$
|
0.86
|
|
Diluted Net Income Per Share1
|
$
|
0.61
|
|
$
|
0.54
|
|
|
$
|
1.00
|
|
$
|
0.86
|
|
Average Shares Outstanding
|
4,269
|
|
4,255
|
|
|
4,270
|
|
4,260
|
|
||||
Effect of dilutive securities
|
36
|
|
35
|
|
|
35
|
|
38
|
|
||||
Average Shares Outstanding Assuming Dilution
|
4,305
|
|
4,290
|
|
|
4,305
|
|
4,298
|
|
1
|
Calculated based on net income attributable to shareowners of The Coca-Cola Company.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
||||
Consolidated Net Income
|
$
|
2,628
|
|
$
|
2,331
|
|
|
$
|
4,331
|
|
$
|
3,731
|
|
Other Comprehensive Income:
|
|
|
|
|
|
||||||||
Net foreign currency translation adjustments
|
(645
|
)
|
(2,153
|
)
|
|
281
|
|
(1,425
|
)
|
||||
Net gains (losses) on derivatives
|
(24
|
)
|
68
|
|
|
(16
|
)
|
52
|
|
||||
Net change in unrealized gains (losses) on available-for-sale debt
securities
|
15
|
|
(90
|
)
|
|
30
|
|
(101
|
)
|
||||
Net change in pension and other benefit liabilities
|
37
|
|
282
|
|
|
68
|
|
316
|
|
||||
Total Comprehensive Income
|
2,011
|
|
438
|
|
|
4,694
|
|
2,573
|
|
||||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
60
|
|
(142
|
)
|
|
57
|
|
(51
|
)
|
||||
Total Comprehensive Income Attributable to Shareowners
of The Coca-Cola Company
|
$
|
1,951
|
|
$
|
580
|
|
|
$
|
4,637
|
|
$
|
2,624
|
|
|
June 28,
2019 |
|
December 31,
2018 |
|
||
ASSETS
|
|
|
||||
Current Assets
|
|
|
||||
Cash and cash equivalents
|
$
|
6,731
|
|
$
|
9,077
|
|
Short-term investments
|
2,572
|
|
2,025
|
|
||
Total Cash, Cash Equivalents and Short-Term Investments
|
9,303
|
|
11,102
|
|
||
Marketable securities
|
4,058
|
|
5,013
|
|
||
Trade accounts receivable, less allowances of $524 and $501, respectively
|
4,888
|
|
3,685
|
|
||
Inventories
|
3,453
|
|
3,071
|
|
||
Prepaid expenses and other assets
|
2,658
|
|
2,059
|
|
||
Total Current Assets
|
24,360
|
|
24,930
|
|
||
Equity method investments
|
19,418
|
|
19,412
|
|
||
Other investments
|
894
|
|
867
|
|
||
Other assets
|
5,596
|
|
4,148
|
|
||
Deferred income tax assets
|
2,559
|
|
2,674
|
|
||
Property, plant and equipment, less accumulated depreciation of
$8,222 and $8,335, respectively
|
10,254
|
|
9,598
|
|
||
Trademarks with indefinite lives
|
9,313
|
|
6,682
|
|
||
Bottlers' franchise rights with indefinite lives
|
110
|
|
51
|
|
||
Goodwill
|
16,840
|
|
14,109
|
|
||
Other intangible assets
|
652
|
|
745
|
|
||
Total Assets
|
$
|
89,996
|
|
$
|
83,216
|
|
LIABILITIES AND EQUITY
|
|
|
||||
Current Liabilities
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
12,819
|
|
$
|
9,533
|
|
Loans and notes payable
|
13,030
|
|
13,835
|
|
||
Current maturities of long-term debt
|
2,749
|
|
5,003
|
|
||
Accrued income taxes
|
784
|
|
411
|
|
||
Total Current Liabilities
|
29,382
|
|
28,782
|
|
||
Long-term debt
|
29,296
|
|
25,376
|
|
||
Other liabilities
|
8,336
|
|
7,646
|
|
||
Deferred income tax liabilities
|
2,687
|
|
2,354
|
|
||
The Coca-Cola Company Shareowners' Equity
|
|
|
||||
Common stock, $0.25 par value; authorized — 11,200 shares;
issued — 7,040 and 7,040 shares, respectively
|
1,760
|
|
1,760
|
|
||
Capital surplus
|
16,833
|
|
16,520
|
|
||
Reinvested earnings
|
64,602
|
|
63,234
|
|
||
Accumulated other comprehensive income (loss)
|
(12,981
|
)
|
(12,814
|
)
|
||
Treasury stock, at cost — 2,765 and 2,772 shares, respectively
|
(52,033
|
)
|
(51,719
|
)
|
||
Equity Attributable to Shareowners of The Coca-Cola Company
|
18,181
|
|
16,981
|
|
||
Equity attributable to noncontrolling interests
|
2,114
|
|
2,077
|
|
||
Total Equity
|
20,295
|
|
19,058
|
|
||
Total Liabilities and Equity
|
$
|
89,996
|
|
$
|
83,216
|
|
|
Six Months Ended
|
|||||
|
June 28,
2019 |
|
June 29,
2018 |
|
||
Operating Activities
|
|
|
||||
Consolidated net income
|
$
|
4,331
|
|
$
|
3,731
|
|
Depreciation and amortization
|
602
|
|
553
|
|
||
Stock-based compensation expense
|
88
|
|
121
|
|
||
Deferred income taxes
|
(163
|
)
|
24
|
|
||
Equity (income) loss — net of dividends
|
(254
|
)
|
(148
|
)
|
||
Foreign currency adjustments
|
37
|
|
(119
|
)
|
||
Significant (gains) losses — net
|
247
|
|
98
|
|
||
Other operating charges
|
93
|
|
576
|
|
||
Other items
|
180
|
|
43
|
|
||
Net change in operating assets and liabilities
|
(660
|
)
|
(2,193
|
)
|
||
Net Cash Provided by Operating Activities
|
4,501
|
|
2,686
|
|
||
Investing Activities
|
|
|
|
|
||
Purchases of investments
|
(2,935
|
)
|
(4,833
|
)
|
||
Proceeds from disposals of investments
|
3,395
|
|
7,621
|
|
||
Acquisitions of businesses, equity method investments and nonmarketable securities
|
(5,353
|
)
|
(218
|
)
|
||
Proceeds from disposals of businesses, equity method investments and nonmarketable securities
|
265
|
|
304
|
|
||
Purchases of property, plant and equipment
|
(767
|
)
|
(689
|
)
|
||
Proceeds from disposals of property, plant and equipment
|
43
|
|
63
|
|
||
Other investing activities
|
(10
|
)
|
6
|
|
||
Net Cash Provided by (Used in) Investing Activities
|
(5,362
|
)
|
2,254
|
|
||
Financing Activities
|
|
|
|
|
||
Issuances of debt
|
14,518
|
|
16,280
|
|
||
Payments of debt
|
(14,278
|
)
|
(16,666
|
)
|
||
Issuances of stock
|
602
|
|
600
|
|
||
Purchases of stock for treasury
|
(689
|
)
|
(1,317
|
)
|
||
Dividends
|
(1,709
|
)
|
(1,662
|
)
|
||
Other financing activities
|
124
|
|
(70
|
)
|
||
Net Cash Provided by (Used in) Financing Activities
|
(1,432
|
)
|
(2,835
|
)
|
||
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash
equivalents
|
2
|
|
(109
|
)
|
||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
|
|
|
|
|
||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents
during the period
|
(2,291
|
)
|
1,996
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
|
9,318
|
|
6,373
|
|
||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at End of Period
|
7,027
|
|
8,369
|
|
||
Less: Restricted cash and restricted cash equivalents at end of period
|
296
|
|
220
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
6,731
|
|
$
|
8,149
|
|
|
June 28,
2019 |
|
December 31,
2018 |
|
||
Cash and cash equivalents
|
$
|
6,731
|
|
$
|
9,077
|
|
Cash and cash equivalents included in assets held for sale
|
—
|
|
—
|
|
||
Cash and cash equivalents included in other assets1
|
296
|
|
241
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents
|
$
|
7,027
|
|
$
|
9,318
|
|
|
June 29,
2018 |
|
December 31, 2017
|
|
||
Cash and cash equivalents
|
$
|
8,149
|
|
$
|
6,102
|
|
Cash and cash equivalents included in assets held for sale
|
—
|
|
13
|
|
||
Cash and cash equivalents included in other assets1
|
220
|
|
258
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents
|
$
|
8,369
|
|
$
|
6,373
|
|
•
|
beverage concentrates, sometimes referred to as "beverage bases," and syrups, including fountain syrups (we refer to this part of our business as our "concentrate business" or "concentrate operations"); and
|
•
|
finished sparkling soft drinks and other nonalcoholic beverages (we refer to this part of our business as our "finished product business" or "finished product operations").
|
|
United States
|
|
International
|
|
Total
|
|
|||
Three Months Ended June 28, 2019
|
|
|
|
|
|
|
|||
Concentrate operations
|
$
|
1,415
|
|
$
|
4,163
|
|
$
|
5,578
|
|
Finished product operations
|
1,688
|
|
2,731
|
|
4,419
|
|
|||
Total
|
$
|
3,103
|
|
$
|
6,894
|
|
$
|
9,997
|
|
Three Months Ended June 29, 2018
|
|
|
|
|
|
|
|||
Concentrate operations
|
$
|
1,250
|
|
$
|
4,300
|
|
$
|
5,550
|
|
Finished product operations
|
1,786
|
|
2,085
|
|
3,871
|
|
|||
Total
|
$
|
3,036
|
|
$
|
6,385
|
|
$
|
9,421
|
|
|
United States
|
|
International
|
|
Total
|
|
|||
Six Months Ended June 28, 2019
|
|
|
|
|
|
|
|||
Concentrate operations
|
$
|
2,600
|
|
$
|
7,756
|
|
$
|
10,356
|
|
Finished product operations
|
3,148
|
|
5,187
|
|
8,335
|
|
|||
Total
|
$
|
5,748
|
|
$
|
12,943
|
|
$
|
18,691
|
|
Six Months Ended June 29, 2018
|
|
|
|
|
|
|
|||
Concentrate operations
|
$
|
2,361
|
|
$
|
7,935
|
|
$
|
10,296
|
|
Finished product operations
|
3,257
|
|
4,166
|
|
7,423
|
|
|||
Total
|
$
|
5,618
|
|
$
|
12,101
|
|
$
|
17,719
|
|
|
Fair Value with Changes Recognized in Income
|
|
Measurement Alternative — No Readily Determinable Fair Value
|
|
||
June 28, 2019
|
|
|
||||
Marketable securities
|
$
|
308
|
|
$
|
—
|
|
Other investments
|
811
|
|
83
|
|
||
Other assets
|
969
|
|
—
|
|
||
Total equity securities
|
$
|
2,088
|
|
$
|
83
|
|
December 31, 2018
|
|
|
||||
Marketable securities
|
$
|
278
|
|
$
|
—
|
|
Other investments
|
787
|
|
80
|
|
||
Other assets
|
869
|
|
—
|
|
||
Total equity securities
|
$
|
1,934
|
|
$
|
80
|
|
|
Three Months Ended
|
|||||
|
June 28, 2019
|
|
June 29, 2018
|
|
||
Net gains (losses) recognized during the period related to equity securities
|
$
|
(13
|
)
|
$
|
38
|
|
Less: Net gains (losses) recognized during the period related to equity securities sold
during the period |
1
|
|
(1
|
)
|
||
Net unrealized gains (losses) recognized during the period related to equity securities
still held at the end of the period
|
$
|
(14
|
)
|
$
|
39
|
|
|
Six Months Ended
|
|||||
|
June 28, 2019
|
|
June 29, 2018
|
|
||
Net gains (losses) recognized during the period related to equity securities
|
$
|
134
|
|
$
|
(41
|
)
|
Less: Net gains (losses) recognized during the period related to equity securities sold
during the period |
13
|
|
4
|
|
||
Net unrealized gains (losses) recognized during the period related to equity securities
still held at the end of the period
|
$
|
121
|
|
$
|
(45
|
)
|
|
|
Gross Unrealized
|
|
Estimated Fair Value
|
|
||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
|
||||||
June 28, 2019
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
43
|
|
$
|
1
|
|
$
|
—
|
|
|
$
|
44
|
|
Available-for-sale securities
|
3,879
|
|
131
|
|
(5
|
)
|
|
4,005
|
|
||||
Total debt securities
|
$
|
3,922
|
|
$
|
132
|
|
$
|
(5
|
)
|
|
$
|
4,049
|
|
December 31, 2018
|
|
|
|
|
|
||||||||
Trading securities
|
$
|
45
|
|
$
|
—
|
|
$
|
(1
|
)
|
|
$
|
44
|
|
Available-for-sale securities
|
4,901
|
|
119
|
|
(27
|
)
|
|
4,993
|
|
||||
Total debt securities
|
$
|
4,946
|
|
$
|
119
|
|
$
|
(28
|
)
|
|
$
|
5,037
|
|
|
June 28, 2019
|
|
December 31, 2018
|
||||||||||
|
Trading Securities
|
|
Available-for-Sale Securities
|
|
|
Trading Securities
|
|
Available-for-Sale Securities
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
7
|
|
|
$
|
—
|
|
$
|
—
|
|
Marketable securities
|
44
|
|
3,706
|
|
|
44
|
|
4,691
|
|
||||
Other assets
|
—
|
|
292
|
|
|
—
|
|
302
|
|
||||
Total debt securities
|
$
|
44
|
|
$
|
4,005
|
|
|
$
|
44
|
|
$
|
4,993
|
|
|
Cost
|
|
Estimated
Fair Value |
|
||
Within 1 year
|
$
|
851
|
|
$
|
850
|
|
After 1 year through 5 years
|
2,740
|
|
2,848
|
|
||
After 5 years through 10 years
|
72
|
|
84
|
|
||
After 10 years
|
216
|
|
223
|
|
||
Total
|
$
|
3,879
|
|
$
|
4,005
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 28, 2019
|
|
June 29, 2018
|
|
|
June 28, 2019
|
|
June 29, 2018
|
|
||||
Gross gains
|
$
|
23
|
|
$
|
8
|
|
|
$
|
28
|
|
$
|
8
|
|
Gross losses
|
(1
|
)
|
(8
|
)
|
|
(4
|
)
|
(13
|
)
|
||||
Proceeds
|
1,068
|
|
3,236
|
|
|
1,790
|
|
6,323
|
|
|
June 28,
2019 |
|
December 31,
2018 |
|
||
Raw materials and packaging
|
$
|
2,201
|
|
$
|
2,025
|
|
Finished goods
|
906
|
|
773
|
|
||
Other
|
346
|
|
273
|
|
||
Total inventories
|
$
|
3,453
|
|
$
|
3,071
|
|
|
|
Fair Value1,2
|
|||||
Derivatives Designated as Hedging Instruments
|
Balance Sheet Location1
|
June 28,
2019 |
|
December 31, 2018
|
|
||
Assets:
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
$
|
31
|
|
$
|
43
|
|
Foreign currency contracts
|
Other assets
|
97
|
|
114
|
|
||
Interest rate contracts
|
Other assets
|
500
|
|
88
|
|
||
Total assets
|
|
$
|
628
|
|
$
|
245
|
|
Liabilities:
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
$
|
30
|
|
$
|
19
|
|
Foreign currency contracts
|
Other liabilities
|
37
|
|
15
|
|
||
Commodity contracts
|
Accounts payable and accrued expenses
|
—
|
|
1
|
|
||
Interest rate contracts
|
Accounts payable and accrued expenses
|
17
|
|
—
|
|
||
Interest rate contracts
|
Other liabilities
|
11
|
|
40
|
|
||
Total liabilities
|
|
$
|
95
|
|
$
|
75
|
|
|
|
Fair Value1,2
|
|||||
Derivatives Not Designated as Hedging Instruments
|
Balance Sheet Location1
|
June 28,
2019 |
|
December 31, 2018
|
|
||
Assets:
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
$
|
24
|
|
$
|
61
|
|
Commodity contracts
|
Prepaid expenses and other assets
|
11
|
|
2
|
|
||
Commodity contracts
|
Other assets
|
1
|
|
—
|
|
||
Other derivative instruments
|
Prepaid expenses and other assets
|
18
|
|
7
|
|
||
Other derivative instruments
|
Other assets
|
1
|
|
—
|
|
||
Total assets
|
|
$
|
55
|
|
$
|
70
|
|
Liabilities:
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
$
|
86
|
|
$
|
101
|
|
Foreign currency contracts
|
Other liabilities
|
1
|
|
—
|
|
||
Commodity contracts
|
Accounts payable and accrued expenses
|
41
|
|
38
|
|
||
Commodity contracts
|
Other liabilities
|
5
|
|
8
|
|
||
Other derivative instruments
|
Accounts payable and accrued expenses
|
—
|
|
13
|
|
||
Total liabilities
|
|
$
|
133
|
|
$
|
160
|
|
|
Gain (Loss) Recognized
in OCI
|
|
Location of Gain (Loss)
Recognized in Income1
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)2
|
|
Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)2
|
|
|
|||
Three Months Ended June 28, 2019
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
(25
|
)
|
Net operating revenues
|
$
|
1
|
|
$
|
—
|
|
|
Foreign currency contracts
|
(3
|
)
|
Cost of goods sold
|
3
|
|
—
|
|
|
|||
Foreign currency contracts
|
—
|
|
Interest expense
|
(2
|
)
|
—
|
|
|
|||
Foreign currency contracts
|
(31
|
)
|
Other income (loss) — net
|
(43
|
)
|
—
|
|
|
|||
Interest rate contracts
|
(17
|
)
|
Interest expense
|
(10
|
)
|
—
|
|
|
|||
Total
|
$
|
(76
|
)
|
|
$
|
(51
|
)
|
$
|
—
|
|
|
Three Months Ended June 29, 2018
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
65
|
|
Net operating revenues
|
$
|
39
|
|
$
|
1
|
|
|
Foreign currency contracts
|
14
|
|
Cost of goods sold
|
2
|
|
—
|
|
3
|
|||
Foreign currency contracts
|
—
|
|
Interest expense
|
(2
|
)
|
—
|
|
|
|||
Foreign currency contracts
|
(79
|
)
|
Other income (loss) — net
|
(87
|
)
|
(3
|
)
|
|
|||
Interest rate contracts
|
—
|
|
Interest expense
|
(10
|
)
|
—
|
|
|
|||
Total
|
$
|
—
|
|
|
$
|
(58
|
)
|
$
|
(2
|
)
|
|
|
Gain (Loss) Recognized
in OCI
|
|
Location of Gain (Loss)
Recognized in Income1
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)2
|
|
Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)2
|
|
|
|||
Six Months Ended June 28, 2019
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
(27
|
)
|
Net operating revenues
|
$
|
7
|
|
$
|
—
|
|
|
Foreign currency contracts
|
(2
|
)
|
Cost of goods sold
|
7
|
|
—
|
|
|
|||
Foreign currency contracts
|
—
|
|
Interest expense
|
(4
|
)
|
—
|
|
|
|||
Foreign currency contracts
|
(53
|
)
|
Other income (loss) — net
|
(93
|
)
|
—
|
|
|
|||
Interest rate contracts
|
(17
|
)
|
Interest expense
|
(20
|
)
|
—
|
|
|
|||
Total
|
$
|
(99
|
)
|
|
$
|
(103
|
)
|
$
|
—
|
|
|
Six Months Ended June 29, 2018
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
8
|
|
Net operating revenues
|
$
|
54
|
|
$
|
1
|
|
|
Foreign currency contracts
|
10
|
|
Cost of goods sold
|
1
|
|
(3
|
)
|
|
|||
Foreign currency contracts
|
—
|
|
Interest expense
|
(4
|
)
|
—
|
|
|
|||
Foreign currency contracts
|
26
|
|
Other income (loss) — net
|
(20
|
)
|
2
|
|
|
|||
Interest rate contracts
|
22
|
|
Interest expense
|
(20
|
)
|
(8
|
)
|
|
|||
Commodity contracts
|
—
|
|
Cost of goods sold
|
—
|
|
(5
|
)
|
|
|||
Total
|
$
|
66
|
|
|
$
|
11
|
|
$
|
(13
|
)
|
|
Hedging Instruments and Hedged Items
|
Location of Gain (Loss)
Recognized in Income
|
Gain (Loss)
Recognized in Income
|
|||||
Three Months Ended
|
|||||||
June 28,
2019 |
|
June 29,
2018 |
|
||||
Interest rate contracts
|
Interest expense
|
$
|
229
|
|
$
|
(3
|
)
|
Fixed-rate debt
|
Interest expense
|
(227
|
)
|
(5
|
)
|
||
Net impact to interest expense
|
|
$
|
2
|
|
$
|
(8
|
)
|
Net impact of fair value hedging instruments
|
|
$
|
2
|
|
$
|
(8
|
)
|
Hedging Instruments and Hedged Items
|
Location of Gain (Loss)
Recognized in Income
|
Gain (Loss)
Recognized in Income
|
|||||
Six Months Ended
|
|||||||
June 28,
2019 |
|
June 29,
2018 |
|
||||
Interest rate contracts
|
Interest expense
|
$
|
441
|
|
$
|
(19
|
)
|
Fixed-rate debt
|
Interest expense
|
(437
|
)
|
9
|
|
||
Net impact to interest expense
|
|
$
|
4
|
|
$
|
(10
|
)
|
Foreign currency contracts
|
Other income (loss) — net
|
$
|
—
|
|
$
|
(6
|
)
|
Available-for-sale securities
|
Other income (loss) — net
|
—
|
|
6
|
|
||
Net impact to other income (loss) — net
|
|
$
|
—
|
|
$
|
—
|
|
Net impact of fair value hedging instruments
|
|
$
|
4
|
|
$
|
(10
|
)
|
|
Carrying Value of the Hedged Item
|
|
Cumulative Amount of Fair Value
Hedging Adjustments Included in the
Carrying Value of the Hedged Item1
|
||||||||||
|
June 28,
2019 |
|
December 31,
2018 |
|
|
June 28,
2019 |
|
December 31,
2018 |
|
||||
Long-term debt
|
$
|
13,310
|
|
$
|
8,043
|
|
|
$
|
526
|
|
$
|
62
|
|
|
Notional Amount
|
|
Gain (Loss) Recognized in OCI
|
|||||||||||||||||
|
as of
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||||||
|
June 28,
2019 |
|
December 31, 2018
|
|
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
||||||
Foreign currency contracts
|
$
|
—
|
|
$
|
—
|
|
|
$
|
7
|
|
$
|
—
|
|
|
$
|
29
|
|
$
|
—
|
|
Foreign currency denominated debt
|
12,510
|
|
12,494
|
|
|
(163
|
)
|
705
|
|
|
(32
|
)
|
294
|
|
||||||
Total
|
$
|
12,510
|
|
$
|
12,494
|
|
|
$
|
(156
|
)
|
$
|
705
|
|
|
$
|
(3
|
)
|
$
|
294
|
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in Income
|
Gain (Loss)
Recognized in Income
|
|||||
Three Months Ended
|
|||||||
June 28,
2019 |
|
June 29,
2018 |
|
||||
Foreign currency contracts
|
Net operating revenues
|
$
|
(2
|
)
|
$
|
33
|
|
Foreign currency contracts
|
Cost of goods sold
|
4
|
|
1
|
|
||
Foreign currency contracts
|
Other income (loss) — net
|
(46
|
)
|
(73
|
)
|
||
Interest rate contracts
|
Interest expense
|
—
|
|
1
|
|
||
Commodity contracts
|
Cost of goods sold
|
(18
|
)
|
(2
|
)
|
||
Other derivative instruments
|
Selling, general and administrative expenses
|
11
|
|
(1
|
)
|
||
Other derivative instruments
|
Other income (loss) — net
|
—
|
|
1
|
|
||
Total
|
|
$
|
(51
|
)
|
$
|
(40
|
)
|
Derivatives Not Designated as Hedging Instruments
|
Location of Gain (Loss) Recognized in Income
|
Gain (Loss)
Recognized in Income
|
|||||
Six Months Ended
|
|||||||
June 28,
2019 |
|
June 29,
2018 |
|
||||
Foreign currency contracts
|
Net operating revenues
|
$
|
(13
|
)
|
$
|
26
|
|
Foreign currency contracts
|
Cost of goods sold
|
2
|
|
(6
|
)
|
||
Foreign currency contracts
|
Other income (loss) — net
|
(25
|
)
|
(116
|
)
|
||
Interest rate contracts
|
Interest expense
|
—
|
|
(1
|
)
|
||
Commodity contracts
|
Cost of goods sold
|
2
|
|
12
|
|
||
Other derivative instruments
|
Selling, general and administrative expenses
|
28
|
|
(7
|
)
|
||
Other derivative instruments
|
Other income (loss) — net
|
34
|
|
—
|
|
||
Total
|
|
$
|
28
|
|
$
|
(92
|
)
|
•
|
€750 million total principal amount of notes due 2021, at a variable interest rate equal to the three month Euro Interbank Offered Rate ("EURIBOR") plus 0.20 percent;
|
•
|
€1,000 million total principal amount of notes due 2022, at a fixed interest rate of 0.125 percent;
|
•
|
€1,000 million total principal amount of notes due 2026, at a fixed interest rate of 0.75 percent; and
|
•
|
€750 million total principal amount of notes due 2031, at a fixed interest rate of 1.25 percent.
|
|
June 28,
2019 |
|
|
Operating lease ROU assets1
|
$
|
1,330
|
|
Current portion of operating lease liabilities2
|
$
|
282
|
|
Noncurrent portion of operating lease liabilities3
|
1,071
|
|
|
Total operating lease liabilities
|
$
|
1,353
|
|
Weighted-average remaining lease term
|
7 years
|
|
Weighted-average discount rate
|
3
|
%
|
2019
|
$
|
144
|
|
2020
|
261
|
|
|
2021
|
223
|
|
|
2022
|
189
|
|
|
2023
|
156
|
|
|
Thereafter
|
465
|
|
|
Total operating lease payments
|
1,438
|
|
|
Less: Imputed interest
|
85
|
|
|
Total operating lease liabilities
|
$
|
1,353
|
|
|
June 28,
2019 |
|
|
December 31, 2018
|
|
||
Foreign currency translation adjustments1
|
$
|
(10,984
|
)
|
|
$
|
(11,045
|
)
|
Accumulated derivative net gains (losses)1, 2
|
(171
|
)
|
|
(126
|
)
|
||
Unrealized net gains (losses) on available-for-sale debt securities1
|
87
|
|
|
50
|
|
||
Adjustments to pension and other benefit liabilities1
|
(1,913
|
)
|
|
(1,693
|
)
|
||
Accumulated other comprehensive income (loss)
|
$
|
(12,981
|
)
|
|
$
|
(12,814
|
)
|
|
Six Months Ended June 28, 2019
|
||||||||
|
Shareowners of
The Coca-Cola Company
|
|
Noncontrolling
Interests
|
|
Total
|
|
|||
Consolidated net income
|
$
|
4,285
|
|
$
|
46
|
|
$
|
4,331
|
|
Other comprehensive income:
|
|
|
|
||||||
Net foreign currency translation adjustments
|
270
|
|
11
|
|
281
|
|
|||
Net gains (losses) on derivatives1
|
(16
|
)
|
—
|
|
(16
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale debt
securities2
|
30
|
|
—
|
|
30
|
|
|||
Net change in pension and other benefit liabilities3
|
68
|
|
—
|
|
68
|
|
|||
Total comprehensive income
|
$
|
4,637
|
|
$
|
57
|
|
$
|
4,694
|
|
Three Months Ended June 28, 2019
|
Before-Tax Amount
|
|
|
Income Tax
|
|
|
After-Tax Amount
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the period
|
$
|
(882
|
)
|
|
$
|
2
|
|
|
$
|
(880
|
)
|
Gains (losses) on intra-entity transactions that are of a long-term investment nature
|
323
|
|
|
—
|
|
|
323
|
|
|||
Gains (losses) on net investment hedges arising during the period1
|
(156
|
)
|
|
29
|
|
|
(127
|
)
|
|||
Net foreign currency translation adjustments
|
$
|
(715
|
)
|
|
$
|
31
|
|
|
$
|
(684
|
)
|
Derivatives:
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
$
|
(81
|
)
|
|
$
|
19
|
|
|
$
|
(62
|
)
|
Reclassification adjustments recognized in net income
|
51
|
|
|
(13
|
)
|
|
38
|
|
|||
Net gains (losses) on derivatives1
|
$
|
(30
|
)
|
|
$
|
6
|
|
|
$
|
(24
|
)
|
Available-for-sale debt securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
$
|
35
|
|
|
$
|
(3
|
)
|
|
$
|
32
|
|
Reclassification adjustments recognized in net income
|
(22
|
)
|
|
5
|
|
|
(17
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale debt securities2
|
$
|
13
|
|
|
$
|
2
|
|
|
$
|
15
|
|
Pension and other benefit liabilities:
|
|
|
|
|
|
||||||
Net pension and other benefit liabilities arising during the period
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
9
|
|
Reclassification adjustments recognized in net income
|
37
|
|
|
(9
|
)
|
|
28
|
|
|||
Net change in pension and other benefit liabilities3
|
$
|
45
|
|
|
$
|
(8
|
)
|
|
$
|
37
|
|
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
|
$
|
(687
|
)
|
|
$
|
31
|
|
|
$
|
(656
|
)
|
1
|
Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
|
2
|
Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
|
3
|
Refer to Note 14 for additional information related to the Company's pension and other postretirement benefit liabilities.
|
Six Months Ended June 28, 2019
|
Before-Tax Amount
|
|
|
Income Tax
|
|
|
After-Tax Amount
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the period
|
$
|
115
|
|
|
$
|
(71
|
)
|
|
$
|
44
|
|
Reclassification adjustments recognized in net income
|
192
|
|
|
—
|
|
|
192
|
|
|||
Gains (losses) on intra-entity transactions that are of a long-term investment nature
|
36
|
|
|
—
|
|
|
36
|
|
|||
Gains (losses) on net investment hedges arising during the period1
|
(3
|
)
|
|
1
|
|
|
(2
|
)
|
|||
Net foreign currency translation adjustments
|
$
|
340
|
|
|
$
|
(70
|
)
|
|
$
|
270
|
|
Derivatives:
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
$
|
(117
|
)
|
|
$
|
23
|
|
|
$
|
(94
|
)
|
Reclassification adjustments recognized in net income
|
104
|
|
|
(26
|
)
|
|
78
|
|
|||
Net gains (losses) on derivatives1
|
$
|
(13
|
)
|
|
$
|
(3
|
)
|
|
$
|
(16
|
)
|
Available-for-sale debt securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
$
|
59
|
|
|
$
|
(10
|
)
|
|
$
|
49
|
|
Reclassification adjustments recognized in net income
|
(24
|
)
|
|
5
|
|
|
(19
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale debt securities2
|
$
|
35
|
|
|
$
|
(5
|
)
|
|
$
|
30
|
|
Pension and other benefit liabilities:
|
|
|
|
|
|
||||||
Net pension and other benefit liabilities arising during the period
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
12
|
|
Reclassification adjustments recognized in net income
|
74
|
|
|
(18
|
)
|
|
56
|
|
|||
Net change in pension and other benefit liabilities3
|
$
|
81
|
|
|
$
|
(13
|
)
|
|
$
|
68
|
|
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
|
$
|
443
|
|
|
$
|
(91
|
)
|
|
$
|
352
|
|
1
|
Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
|
2
|
Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
|
3
|
Refer to Note 14 for additional information related to the Company's pension and other postretirement benefit liabilities.
|
Three Months Ended June 29, 2018
|
Before-Tax Amount
|
|
|
Income Tax
|
|
|
After-Tax Amount
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the period
|
$
|
(1,152
|
)
|
|
$
|
(17
|
)
|
|
$
|
(1,169
|
)
|
Reclassification adjustments recognized in net income
|
42
|
|
|
—
|
|
|
42
|
|
|||
Gains (losses) on intra-entity transactions that are of a long-term investment nature
|
(1,372
|
)
|
|
—
|
|
|
(1,372
|
)
|
|||
Gains (losses) on net investment hedges arising during the period1
|
705
|
|
|
(202
|
)
|
|
503
|
|
|||
Net foreign currency translation adjustments
|
$
|
(1,777
|
)
|
|
$
|
(219
|
)
|
|
$
|
(1,996
|
)
|
Derivatives:
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
$
|
(1
|
)
|
|
$
|
24
|
|
|
$
|
23
|
|
Reclassification adjustments recognized in net income
|
60
|
|
|
(15
|
)
|
|
45
|
|
|||
Net gains (losses) on derivatives1
|
$
|
59
|
|
|
$
|
9
|
|
|
$
|
68
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
$
|
(113
|
)
|
|
$
|
23
|
|
|
$
|
(90
|
)
|
Net change in unrealized gains (losses) on available-for-sale debt securities2
|
$
|
(113
|
)
|
|
$
|
23
|
|
|
$
|
(90
|
)
|
Pension and other benefit liabilities:
|
|
|
|
|
|
||||||
Net pension and other benefit liabilities arising during the period
|
$
|
261
|
|
|
$
|
(61
|
)
|
|
$
|
200
|
|
Reclassification adjustments recognized in net income
|
111
|
|
|
(29
|
)
|
|
82
|
|
|||
Net change in pension and other benefit liabilities3
|
$
|
372
|
|
|
$
|
(90
|
)
|
|
$
|
282
|
|
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company |
$
|
(1,459
|
)
|
|
$
|
(277
|
)
|
|
$
|
(1,736
|
)
|
1
|
Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
|
2
|
Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
|
3
|
Refer to Note 14 for additional information related to the Company's pension and other postretirement benefit liabilities.
|
Six Months Ended June 29, 2018
|
Before-Tax Amount
|
|
|
Income Tax
|
|
|
After-Tax Amount
|
|
|||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||||
Translation adjustments arising during the period
|
$
|
(985
|
)
|
|
$
|
(85
|
)
|
|
$
|
(1,070
|
)
|
Reclassification adjustments recognized in net income
|
98
|
|
|
—
|
|
|
98
|
|
|||
Gains (losses) on intra-entity transactions that are of a long-term investment nature
|
(576
|
)
|
|
—
|
|
|
(576
|
)
|
|||
Gains (losses) on net investment hedges arising during the period1
|
294
|
|
|
(73
|
)
|
|
221
|
|
|||
Net foreign currency translation adjustments
|
$
|
(1,169
|
)
|
|
$
|
(158
|
)
|
|
$
|
(1,327
|
)
|
Derivatives:
|
|
|
|
|
|
||||||
Gains (losses) arising during the period
|
$
|
65
|
|
|
$
|
(14
|
)
|
|
$
|
51
|
|
Reclassification adjustments recognized in net income
|
2
|
|
|
(1
|
)
|
|
1
|
|
|||
Net gains (losses) on derivatives1
|
$
|
67
|
|
|
$
|
(15
|
)
|
|
$
|
52
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the period
|
$
|
(126
|
)
|
|
$
|
21
|
|
|
$
|
(105
|
)
|
Reclassification adjustments recognized in net income
|
5
|
|
|
(1
|
)
|
|
4
|
|
|||
Net change in unrealized gains (losses) on available-for-sale debt securities2
|
$
|
(121
|
)
|
|
$
|
20
|
|
|
$
|
(101
|
)
|
Pension and other benefit liabilities:
|
|
|
|
|
|
||||||
Net pension and other benefit liabilities arising during the period
|
$
|
271
|
|
|
$
|
(62
|
)
|
|
$
|
209
|
|
Reclassification adjustments recognized in net income
|
144
|
|
|
(37
|
)
|
|
107
|
|
|||
Net change in pension and other benefit liabilities3
|
$
|
415
|
|
|
$
|
(99
|
)
|
|
$
|
316
|
|
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company |
$
|
(808
|
)
|
|
$
|
(252
|
)
|
|
$
|
(1,060
|
)
|
1
|
Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
|
2
|
Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
|
3
|
Refer to Note 14 for additional information related to the Company's pension and other postretirement benefit liabilities.
|
|
|
Amount Reclassified from AOCI
into Income
|
|
||||||
Description of AOCI Component
|
Financial Statement Line Item
|
Three Months Ended June 28, 2019
|
|
|
Six Months Ended June 28, 2019
|
|
|
||
Foreign currency translation adjustments:
|
|
|
|
|
|
||||
Divestitures, deconsolidations and other1
|
Other income (loss) — net
|
$
|
—
|
|
|
$
|
192
|
|
|
|
Income before income taxes
|
—
|
|
|
192
|
|
|
||
|
Consolidated net income
|
$
|
—
|
|
|
$
|
192
|
|
|
Derivatives:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Net operating revenues
|
$
|
(1
|
)
|
|
$
|
(7
|
)
|
|
Foreign currency contracts
|
Cost of goods sold
|
(3
|
)
|
|
(7
|
)
|
|
||
Foreign currency contracts
|
Other income (loss) — net
|
43
|
|
|
93
|
|
|
||
Divestitures, deconsolidations and other
|
Other income (loss) — net
|
—
|
|
|
1
|
|
|
||
Foreign currency and interest rate contracts
|
Interest expense
|
12
|
|
|
24
|
|
|
||
|
Income before income taxes
|
51
|
|
|
104
|
|
|
||
|
Income taxes
|
(13
|
)
|
|
(26
|
)
|
|
||
|
Consolidated net income
|
$
|
38
|
|
|
$
|
78
|
|
|
Available-for-sale debt securities:
|
|
|
|
|
|
||||
Sale of debt securities
|
Other income (loss) — net
|
$
|
(22
|
)
|
|
$
|
(24
|
)
|
|
|
Income before income taxes
|
(22
|
)
|
|
(24
|
)
|
|
||
|
Income taxes
|
5
|
|
|
5
|
|
|
||
|
Consolidated net income
|
$
|
(17
|
)
|
|
$
|
(19
|
)
|
|
Pension and other benefit liabilities:
|
|
|
|
|
|
||||
Recognized net actuarial loss
|
Other income (loss) — net
|
$
|
38
|
|
|
$
|
77
|
|
|
Recognized prior service cost (credit)
|
Other income (loss) — net
|
(1
|
)
|
|
(3
|
)
|
|
||
|
Income before income taxes
|
37
|
|
|
74
|
|
|
||
|
Income taxes
|
(9
|
)
|
|
(18
|
)
|
|
||
|
Consolidated net income
|
$
|
28
|
|
|
$
|
56
|
|
|
1
|
Primarily related to our previously held equity ownership interest in CHI and the sale of a portion of our equity ownership interest in Andina. Refer to Note 2.
|
|
|
|
Shareowners of The Coca-Cola Company
|
|
|
||||||||||||||||||
Three Months Ended June 28, 2019
|
Common Shares Outstanding
|
|
Total
|
|
Reinvested
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Common
Stock
|
|
Capital
Surplus
|
|
Treasury
Stock
|
|
Non-
controlling
Interests
|
|
|||||||
March 29, 2019
|
4,268
|
|
$
|
19,804
|
|
$
|
63,704
|
|
$
|
(12,325
|
)
|
$
|
1,760
|
|
$
|
16,577
|
|
$
|
(51,981
|
)
|
$
|
2,069
|
|
Comprehensive income (loss)
|
—
|
|
2,011
|
|
2,607
|
|
(656
|
)
|
—
|
|
—
|
|
—
|
|
60
|
|
|||||||
Dividends paid/payable to
shareowners of The Coca-Cola
Company ($0.40 per share)
|
—
|
|
(1,709
|
)
|
(1,709
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Dividends paid to noncontrolling
interests
|
—
|
|
(15
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(15
|
)
|
|||||||
Purchases of treasury stock
|
(5
|
)
|
(237
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(237
|
)
|
—
|
|
|||||||
Impact related to stock-based
compensation plans
|
12
|
|
441
|
|
—
|
|
—
|
|
—
|
|
256
|
|
185
|
|
—
|
|
|||||||
June 28, 2019
|
4,275
|
|
$
|
20,295
|
|
$
|
64,602
|
|
$
|
(12,981
|
)
|
$
|
1,760
|
|
$
|
16,833
|
|
$
|
(52,033
|
)
|
$
|
2,114
|
|
|
|
|
Shareowners of The Coca-Cola Company
|
|
|
||||||||||||||||||
Six Months Ended June 28, 2019
|
Common Shares Outstanding
|
|
Total
|
|
Reinvested
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Common
Stock
|
|
Capital
Surplus
|
|
Treasury
Stock
|
|
Non-
controlling
Interests
|
|
|||||||
December 31, 2018
|
4,268
|
|
$
|
19,058
|
|
$
|
63,234
|
|
$
|
(12,814
|
)
|
$
|
1,760
|
|
$
|
16,520
|
|
$
|
(51,719
|
)
|
$
|
2,077
|
|
Adoption of accounting standards1
|
—
|
|
(18
|
)
|
501
|
|
(519
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Comprehensive income (loss)
|
—
|
|
4,694
|
|
4,285
|
|
352
|
|
—
|
|
—
|
|
—
|
|
57
|
|
|||||||
Dividends paid/payable to
shareowners of The Coca-Cola
Company ($0.80 per share)
|
—
|
|
(3,418
|
)
|
(3,418
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Dividends paid to noncontrolling
interests
|
—
|
|
(20
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(20
|
)
|
|||||||
Purchases of treasury stock
|
(14
|
)
|
(635
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(635
|
)
|
—
|
|
|||||||
Impact related to stock-based
compensation plans
|
21
|
|
634
|
|
—
|
|
—
|
|
—
|
|
313
|
|
321
|
|
—
|
|
|||||||
June 28, 2019
|
4,275
|
|
$
|
20,295
|
|
$
|
64,602
|
|
$
|
(12,981
|
)
|
$
|
1,760
|
|
$
|
16,833
|
|
$
|
(52,033
|
)
|
$
|
2,114
|
|
|
|
|
Shareowners of The Coca-Cola Company
|
|
|||||||||||||||||||
Three Months Ended June 29, 2018
|
Common Shares Outstanding
|
|
Total
|
|
Reinvested
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Common
Stock |
|
Capital
Surplus |
|
Treasury
Stock |
|
Non-controlling
Interests |
|
|||||||
March 30, 2018
|
4,259
|
|
$
|
21,617
|
|
$
|
63,150
|
|
$
|
(10,038
|
)
|
$
|
1,760
|
|
$
|
16,006
|
|
$
|
(51,268
|
)
|
$
|
2,007
|
|
Comprehensive income (loss)
|
—
|
|
438
|
|
2,316
|
|
(1,736
|
)
|
—
|
|
—
|
|
—
|
|
(142
|
)
|
|||||||
Dividends paid/payable to
shareowners of The Coca-Cola Company ($0.39 per share) |
—
|
|
(1,658
|
)
|
(1,658
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Dividends paid to noncontrolling
interests
|
—
|
|
(13
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13
|
)
|
|||||||
Purchases of treasury stock
|
(9
|
)
|
(388
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(388
|
)
|
—
|
|
|||||||
Impact related to stock-based
compensation plans
|
3
|
|
179
|
|
—
|
|
—
|
|
—
|
|
111
|
|
68
|
|
—
|
|
|||||||
Other activities
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||||
June 29, 2018
|
4,253
|
|
$
|
20,176
|
|
$
|
63,808
|
|
$
|
(11,774
|
)
|
$
|
1,760
|
|
$
|
16,117
|
|
$
|
(51,588
|
)
|
$
|
1,853
|
|
|
|
|
Shareowners of The Coca-Cola Company
|
|
|||||||||||||||||||
Six Months Ended June 29, 2018
|
Common Shares Outstanding
|
|
Total
|
|
Reinvested
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Common
Stock |
|
Capital
Surplus |
|
Treasury
Stock |
|
Non-controlling
Interests |
|
|||||||
December 31, 2017
|
4,259
|
|
$
|
18,977
|
|
$
|
60,430
|
|
$
|
(10,305
|
)
|
$
|
1,760
|
|
$
|
15,864
|
|
$
|
(50,677
|
)
|
$
|
1,905
|
|
Adoption of accounting standards1
|
—
|
|
2,605
|
|
3,014
|
|
(409
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Comprehensive income (loss)
|
—
|
|
2,573
|
|
3,684
|
|
(1,060
|
)
|
—
|
|
—
|
|
—
|
|
(51
|
)
|
|||||||
Dividends paid/payable to
shareowners of The Coca-Cola
Company ($0.78 per share)
|
—
|
|
(3,320
|
)
|
(3,320
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||
Dividends paid to noncontrolling
interests
|
—
|
|
(13
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(13
|
)
|
|||||||
Business combinations
|
—
|
|
13
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13
|
|
|||||||
Purchases of treasury stock
|
(27
|
)
|
(1,210
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(1,210
|
)
|
—
|
|
|||||||
Impact related to stock-based
compensation plans
|
21
|
|
552
|
|
—
|
|
—
|
|
—
|
|
253
|
|
299
|
|
—
|
|
|||||||
Other activities
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
|||||||
June 29, 2018
|
4,253
|
|
$
|
20,176
|
|
$
|
63,808
|
|
$
|
(11,774
|
)
|
$
|
1,760
|
|
$
|
16,117
|
|
$
|
(51,588
|
)
|
$
|
1,853
|
|
|
Accrued Balance
March 29, 2019
|
|
Costs Incurred
Three Months Ended
June 28, 2019
|
|
Payments
|
|
Noncash
and Exchange |
|
Accrued Balance
June 28, 2019
|
|
|||||
Severance pay and benefits
|
$
|
51
|
|
$
|
1
|
|
$
|
(3
|
)
|
$
|
—
|
|
$
|
49
|
|
Outside services
|
13
|
|
23
|
|
(28
|
)
|
—
|
|
8
|
|
|||||
Other direct costs
|
10
|
|
31
|
|
(28
|
)
|
(5
|
)
|
8
|
|
|||||
Total
|
$
|
74
|
|
$
|
55
|
|
$
|
(59
|
)
|
$
|
(5
|
)
|
$
|
65
|
|
|
Accrued Balance
December 31, 2018
|
|
Costs Incurred
Six Months Ended
June 28, 2019
|
|
Payments
|
|
Noncash
and Exchange |
|
Accrued Balance
June 28, 2019
|
|
|||||
Severance pay and benefits
|
$
|
76
|
|
$
|
12
|
|
$
|
(40
|
)
|
$
|
1
|
|
$
|
49
|
|
Outside services
|
10
|
|
50
|
|
(52
|
)
|
—
|
|
8
|
|
|||||
Other direct costs
|
4
|
|
61
|
|
(40
|
)
|
(17
|
)
|
8
|
|
|||||
Total
|
$
|
90
|
|
$
|
123
|
|
$
|
(132
|
)
|
$
|
(16
|
)
|
$
|
65
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
Three Months Ended
|
||||||||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
||||
Service cost
|
$
|
26
|
|
$
|
31
|
|
|
$
|
3
|
|
$
|
2
|
|
Interest cost
|
73
|
|
73
|
|
|
6
|
|
6
|
|
||||
Expected return on plan assets1
|
(138
|
)
|
(162
|
)
|
|
(4
|
)
|
(4
|
)
|
||||
Amortization of prior service cost (credit)
|
(1
|
)
|
2
|
|
|
—
|
|
(3
|
)
|
||||
Amortization of net actuarial loss
|
38
|
|
29
|
|
|
—
|
|
1
|
|
||||
Net periodic benefit cost (income)
|
(2
|
)
|
(27
|
)
|
|
5
|
|
2
|
|
||||
Settlement charges2
|
—
|
|
86
|
|
|
—
|
|
—
|
|
||||
Total cost (income) recognized in condensed consolidated statements
of income
|
$
|
(2
|
)
|
$
|
59
|
|
|
$
|
5
|
|
$
|
2
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
|
Six Months Ended
|
||||||||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
||||
Service cost
|
$
|
52
|
|
$
|
63
|
|
|
$
|
5
|
|
$
|
5
|
|
Interest cost
|
145
|
|
146
|
|
|
13
|
|
12
|
|
||||
Expected return on plan assets1
|
(276
|
)
|
(330
|
)
|
|
(7
|
)
|
(7
|
)
|
||||
Amortization of prior service cost (credit)
|
(2
|
)
|
4
|
|
|
(1
|
)
|
(7
|
)
|
||||
Amortization of net actuarial loss
|
76
|
|
63
|
|
|
1
|
|
2
|
|
||||
Net periodic benefit cost (income)
|
(5
|
)
|
(54
|
)
|
|
11
|
|
5
|
|
||||
Settlement charges2
|
—
|
|
86
|
|
|
—
|
|
—
|
|
||||
Total cost (income) recognized in condensed consolidated statements
of income
|
$
|
(5
|
)
|
$
|
32
|
|
|
$
|
11
|
|
$
|
5
|
|
•
|
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.
|
June 28, 2019
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Other3
|
|
Netting
Adjustment
|
|
4
|
Fair Value
Measurements
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities with readily determinable values1
|
$
|
1,810
|
|
$
|
208
|
|
$
|
10
|
|
|
$
|
60
|
|
$
|
—
|
|
|
$
|
2,088
|
|
|
Debt securities1
|
—
|
|
4,030
|
|
19
|
|
|
—
|
|
—
|
|
|
4,049
|
|
|
||||||
Derivatives2
|
16
|
|
667
|
|
—
|
|
|
—
|
|
(446
|
)
|
5
|
237
|
|
6
|
||||||
Total assets
|
$
|
1,826
|
|
$
|
4,905
|
|
$
|
29
|
|
|
$
|
60
|
|
$
|
(446
|
)
|
|
$
|
6,374
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives2
|
$
|
(18
|
)
|
$
|
(210
|
)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
197
|
|
|
$
|
(31
|
)
|
6
|
Total liabilities
|
$
|
(18
|
)
|
$
|
(210
|
)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
197
|
|
|
$
|
(31
|
)
|
|
5
|
The Company is obligated to return $258 million in cash collateral it has netted against its derivative position.
|
6
|
The Company's derivative financial instruments are recorded at fair value in our condensed consolidated balance sheet as follows: $237 million in the line item other assets and $31 million in the line item other liabilities. Refer to Note 6 for additional information related to the composition of our derivative portfolio.
|
December 31, 2018
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Other3
|
|
Netting
Adjustment
|
|
4
|
Fair Value
Measurements
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities with readily determinable values1
|
$
|
1,681
|
|
$
|
186
|
|
$
|
6
|
|
|
$
|
61
|
|
$
|
—
|
|
|
$
|
1,934
|
|
|
Debt securities1
|
—
|
|
5,018
|
|
19
|
|
|
—
|
|
—
|
|
|
5,037
|
|
|
||||||
Derivatives2
|
2
|
|
313
|
|
—
|
|
|
—
|
|
(261
|
)
|
5
|
54
|
|
7
|
||||||
Total assets
|
$
|
1,683
|
|
$
|
5,517
|
|
$
|
25
|
|
|
$
|
61
|
|
$
|
(261
|
)
|
|
$
|
7,025
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Derivatives2
|
$
|
(14
|
)
|
$
|
(221
|
)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
182
|
|
6
|
$
|
(53
|
)
|
7
|
Total liabilities
|
$
|
(14
|
)
|
$
|
(221
|
)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
182
|
|
|
$
|
(53
|
)
|
|
1
|
Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt securities.
|
3
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 4.
|
6
|
The Company has the right to reclaim $4 million in cash collateral it has netted against its derivative position.
|
7
|
The Company's derivative financial instruments are recorded at fair value in our condensed consolidated balance sheet as follows: $54 million in the line item other assets; $3 million in the line item current liabilities and $50 million in the line item other liabilities. Refer to Note 6 for additional information related to the composition of our derivative portfolio.
|
|
Gains (Losses)
|
|
||||||||||||||
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||
|
June 28,
2019 |
|
|
June 29,
2018 |
|
|
June 28,
2019 |
|
|
June 29,
2018 |
|
|
||||
Other-than-temporary impairment charges
|
$
|
(49
|
)
|
1
|
$
|
(52
|
)
|
1
|
$
|
(392
|
)
|
1
|
$
|
(52
|
)
|
1
|
Investment in former equity method investee
|
—
|
|
|
—
|
|
|
(121
|
)
|
4
|
—
|
|
|
||||
CCBA asset adjustments
|
(160
|
)
|
2
|
—
|
|
|
(160
|
)
|
2
|
—
|
|
|
||||
Other long-lived asset impairment charges
|
—
|
|
|
(60
|
)
|
3
|
—
|
|
|
(312
|
)
|
3
|
||||
Intangible asset impairment charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
3
|
||||
Total
|
$
|
(209
|
)
|
|
$
|
(112
|
)
|
|
$
|
(673
|
)
|
|
$
|
(502
|
)
|
|
|
Europe, Middle East & Africa
|
|
Latin
America |
|
North
America |
|
Asia Pacific
|
|
Global Ventures
|
|
Bottling
Investments |
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
|
|||||||||
As of and for the Three Months Ended June 28, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
1,804
|
|
$
|
1,003
|
|
$
|
3,158
|
|
$
|
1,350
|
|
$
|
635
|
|
$
|
2,024
|
|
$
|
23
|
|
$
|
—
|
|
$
|
9,997
|
|
Intersegment
|
126
|
|
—
|
|
4
|
|
190
|
|
—
|
|
2
|
|
—
|
|
(322
|
)
|
—
|
|
|||||||||
Total net operating revenues
|
1,930
|
|
1,003
|
|
3,162
|
|
1,540
|
|
635
|
|
2,026
|
|
23
|
|
(322
|
)
|
9,997
|
|
|||||||||
Operating income (loss)
|
1,038
|
|
588
|
|
711
|
|
731
|
|
73
|
|
119
|
|
(272
|
)
|
—
|
|
2,988
|
|
|||||||||
Income (loss) before income taxes
|
1,062
|
|
540
|
|
729
|
|
738
|
|
75
|
|
393
|
|
(488
|
)
|
—
|
|
3,049
|
|
|||||||||
Identifiable operating assets
|
8,511
|
|
2,008
|
|
18,512
|
|
2,266
|
|
7,236
|
|
10,727
|
|
20,424
|
|
—
|
|
69,684
|
|
|||||||||
Noncurrent investments
|
731
|
|
728
|
|
364
|
|
223
|
|
16
|
|
14,420
|
|
3,830
|
|
—
|
|
20,312
|
|
|||||||||
As of and for the Three Months Ended June 29, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
1,884
|
|
$
|
1,011
|
|
$
|
3,010
|
|
$
|
1,396
|
|
$
|
210
|
|
$
|
1,853
|
|
$
|
57
|
|
$
|
—
|
|
$
|
9,421
|
|
Intersegment
|
124
|
|
19
|
|
70
|
|
118
|
|
1
|
|
2
|
|
—
|
|
(334
|
)
|
—
|
|
|||||||||
Total net operating revenues
|
2,008
|
|
1,030
|
|
3,080
|
|
1,514
|
|
211
|
|
1,855
|
|
57
|
|
(334
|
)
|
9,421
|
|
|||||||||
Operating income (loss)
|
1,093
|
|
593
|
|
648
|
|
703
|
|
37
|
|
(17
|
)
|
(291
|
)
|
—
|
|
2,766
|
|
|||||||||
Income (loss) before income taxes
|
1,114
|
|
541
|
|
660
|
|
710
|
|
40
|
|
131
|
|
(254
|
)
|
—
|
|
2,942
|
|
|||||||||
Identifiable operating assets
|
8,240
|
|
1,847
|
|
17,951
|
|
2,427
|
|
995
|
|
10,198
|
|
26,310
|
|
—
|
|
67,968
|
|
|||||||||
Noncurrent investments
|
1,172
|
|
777
|
|
105
|
|
200
|
|
—
|
|
15,706
|
|
3,665
|
|
—
|
|
21,625
|
|
|||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Identifiable operating assets
|
$
|
7,414
|
|
$
|
1,715
|
|
$
|
17,519
|
|
$
|
1,996
|
|
$
|
968
|
|
$
|
10,525
|
|
$
|
22,800
|
|
$
|
—
|
|
$
|
62,937
|
|
Noncurrent investments
|
789
|
|
784
|
|
400
|
|
216
|
|
—
|
|
14,372
|
|
3,718
|
|
—
|
|
20,279
|
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $13 million for North America, $1 million for Bottling Investments and $41 million for Corporate due to the Company's productivity and reinvestment program. Refer to Note 13.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $29 million for Bottling Investments related to costs incurred to refranchise certain of our North America bottling operations. Refer to Note 12.
|
•
|
Income (loss) before income taxes was reduced by $160 million for Corporate as result of CCBA asset adjustments. Refer to Note 2.
|
•
|
Income (loss) before income taxes was reduced by $24 million for Bottling Investments and $2 million for Corporate due to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
Income (loss) before income taxes was reduced by $49 million for Latin America due to an other-than-temporary impairment charge related to one of our equity method investees. Refer to Note 16.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $1 million for Latin America, $47 million for North America, $1 million for Asia Pacific, $16 million for Bottling Investments and $46 million for Corporate due to the Company's productivity and reinvestment program. Refer to Note 13.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $60 million for Bottling Investments due to asset impairment charges. Refer to Note 16.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $34 million for Bottling Investments due to costs incurred to refranchise certain of our bottling operations. Refer to Note 12.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $22 million for Corporate due to tax litigation expense.
|
•
|
Income (loss) before income taxes was reduced by $102 million for Bottling Investments due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
Income (loss) before income taxes was reduced by $52 million for Latin America due to an other-than-temporary impairment charge related to one of our equity method investees. Refer to Note 16.
|
•
|
Income (loss) before income taxes was reduced by $47 million for Bottling Investments and $39 million for Corporate due to pension settlements. Refer to Note 14.
|
•
|
Income (loss) before income taxes was reduced by $31 million for Bottling Investments and $2 million for Corporate due to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
Income (loss) before income taxes was increased by $36 million for Corporate related to the refranchising of our Latin American bottling operations. Refer to Note 2.
|
|
Europe, Middle East & Africa
|
|
Latin
America |
|
North
America |
|
Asia Pacific
|
|
Global Ventures
|
|
Bottling
Investments |
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
|
|||||||||
Six Months Ended June 28, 2019
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
3,438
|
|
$
|
1,899
|
|
$
|
5,839
|
|
$
|
2,410
|
|
$
|
1,218
|
|
$
|
3,832
|
|
$
|
55
|
|
$
|
—
|
|
$
|
18,691
|
|
Intersegment
|
264
|
|
—
|
|
6
|
|
317
|
|
2
|
|
4
|
|
—
|
|
(593
|
)
|
—
|
|
|||||||||
Total net operating revenues
|
3,702
|
|
1,899
|
|
5,845
|
|
2,727
|
|
1,220
|
|
3,836
|
|
55
|
|
(593
|
)
|
18,691
|
|
|||||||||
Operating income (loss)
|
2,016
|
|
1,084
|
|
1,297
|
|
1,273
|
|
139
|
|
219
|
|
(605
|
)
|
—
|
|
5,423
|
|
|||||||||
Income (loss) before income taxes
|
2,050
|
|
1,031
|
|
1,266
|
|
1,288
|
|
143
|
|
293
|
|
(797
|
)
|
—
|
|
5,274
|
|
|||||||||
Six Months Ended June 29, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
3,421
|
|
$
|
1,989
|
|
$
|
5,608
|
|
$
|
2,505
|
|
$
|
403
|
|
$
|
3,725
|
|
$
|
68
|
|
$
|
—
|
|
$
|
17,719
|
|
Intersegment
|
273
|
|
38
|
|
124
|
|
224
|
|
2
|
|
4
|
|
—
|
|
(665
|
)
|
—
|
|
|||||||||
Total net operating revenues
|
3,694
|
|
2,027
|
|
5,732
|
|
2,729
|
|
405
|
|
3,729
|
|
68
|
|
(665
|
)
|
17,719
|
|
|||||||||
Operating income (loss)
|
2,007
|
|
1,164
|
|
1,151
|
|
1,265
|
|
66
|
|
(342
|
)
|
(598
|
)
|
—
|
|
4,713
|
|
|||||||||
Income (loss) before income taxes
|
2,041
|
|
1,106
|
|
1,160
|
|
1,281
|
|
72
|
|
(122
|
)
|
(651
|
)
|
—
|
|
4,887
|
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $1 million for Europe, Middle East and Africa, $30 million for North America, $3 million for Bottling Investments and $89 million for Corporate due to the Company's productivity and reinvestment program. Refer to Note 13.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $46 million for Corporate related to transaction costs associated with the purchase of Costa, which we acquired in January 2019. Refer to Note 2.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $40 million for Bottling Investments related to costs incurred to refranchise certain of our North America bottling operations. Refer to Note 12.
|
•
|
Income (loss) before income taxes was reduced by $286 million for Bottling Investments due to an other-than-temporary impairment charge related to CCBJHI, an equity method investee. Refer to Note 16.
|
•
|
Income (loss) before income taxes was reduced by $121 million for Corporate resulting from a loss in conjunction with our acquisition of the remaining equity ownership interest in CHI. Refer to Note 2.
|
•
|
Income (loss) before income taxes was reduced by $57 million for North America due to an other-than-temporary impairment charge related to one of our equity method investees. Refer to Note 16.
|
•
|
Income (loss) before income taxes was reduced by $66 million for Bottling Investments and $2 million for Corporate due to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
Income (loss) before income taxes was increased by $39 million for Corporate related to the sale of a portion of our equity ownership interest in Andina. Refer to Note 2.
|
•
|
Income (loss) before income taxes was reduced by $160 million for Corporate as result of CCBA asset adjustments. Refer to Note 2.
|
•
|
Income (loss) before income taxes was reduced by $49 million for Latin America due to an other-than-temporary impairment charge related to one of our equity method investees. Refer to Note 16.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $2 million for Europe, Middle East and Africa, $3 million for Latin America, $99 million for North America, $1 million for Asia Pacific, $22 million for Bottling Investments and $79 million for Corporate due to the Company's productivity and reinvestment program. Refer to Note 13.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $450 million for Bottling Investments due to asset impairment charges. Refer to Note 16.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $79 million for Bottling Investments due to costs incurred to refranchise certain of our bottling operations. Refer to Note 12.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $27 million for Corporate due to tax litigation expense.
|
•
|
Income (loss) before income taxes was reduced by $104 million for Bottling Investments due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
Income (loss) before income taxes was reduced by $99 million for Bottling Investments and was increased by $15 million for Corporate due to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
Income (loss) before income taxes was reduced by $52 million for Latin America due to an other-than-temporary impairment charge related to one of our equity method investees. Refer to Note 16.
|
•
|
Income (loss) before income taxes was reduced by $47 million for Bottling Investments and $39 million for Corporate due to pension settlements. Refer to Note 13.
|
•
|
Income (loss) before income taxes was reduced by $33 million for Bottling Investments primarily due to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's former Russian juice operations.
|
•
|
Income (loss) before income taxes was reduced by $21 million for North America primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Refer to Note 2.
|
•
|
Income (loss) before income taxes was increased by $36 million for Corporate related to the refranchising of our Latin American bottling operations. Refer to Note 2.
|
June 28, 2019
|
Fair
Value
|
|
Carrying
Value
|
|
Difference
|
|
|||
Monster Beverage Corporation
|
$
|
6,518
|
|
$
|
3,679
|
|
$
|
2,839
|
|
Coca-Cola European Partners plc
|
4,969
|
|
3,587
|
|
1,382
|
|
|||
Coca-Cola FEMSA, S.A.B. de C.V.
|
3,892
|
|
1,861
|
|
2,031
|
|
|||
Coca-Cola HBC AG
|
3,216
|
|
1,296
|
|
1,920
|
|
|||
Coca-Cola Amatil Limited
|
1,578
|
|
615
|
|
963
|
|
|||
Coca-Cola Bottlers Japan Holdings Inc.1
|
842
|
|
866
|
|
(24
|
)
|
|||
Coca-Cola Consolidated, Inc.
|
743
|
|
141
|
|
602
|
|
|||
Coca-Cola İçecek A.Ş.
|
252
|
|
178
|
|
74
|
|
|||
Embotelladora Andina S.A.
|
213
|
|
124
|
|
89
|
|
|||
Total
|
$
|
22,223
|
|
$
|
12,347
|
|
$
|
9,876
|
|
|
Percent Change 2019 versus 2018
|
|
||||||||||
|
Three Months Ended June 28, 2019
|
|
Six Months Ended June 28, 2019
|
|
||||||||
|
Unit Cases1,2,3
|
|
|
Concentrate
Sales4
|
|
|
Unit Cases1,2,3
|
|
|
Concentrate
Sales4
|
|
|
Worldwide
|
3
|
%
|
|
4
|
%
|
|
2
|
%
|
|
3
|
%
|
|
Europe, Middle East & Africa
|
2
|
%
|
|
3
|
%
|
|
2
|
%
|
|
4
|
%
|
8
|
Latin America
|
1
|
|
|
3
|
|
6
|
—
|
|
|
—
|
|
|
North America
|
(1
|
)
|
|
—
|
|
7
|
(1
|
)
|
|
(1
|
)
|
7
|
Asia Pacific
|
7
|
|
|
8
|
|
|
7
|
|
|
5
|
|
9
|
Global Ventures
|
5
|
|
|
5
|
|
|
3
|
|
|
1
|
|
|
Bottling Investments
|
30
|
|
5
|
N/A
|
|
|
23
|
|
5
|
N/A
|
|
|
5
|
After considering the impact of structural changes, unit case volume for Bottling Investments grew 14 percent and 9 percent for the three and six months ended June 28, 2019, respectively.
|
9
|
After considering the impact of structural changes, concentrate sales volume for Asia Pacific grew 7 percent for the six months ended
|
|
Percent Change 2019 versus 2018
|
|||||||||
|
Volume1
|
|
Acquisitions & Divestitures
|
Price, Product & Geographic Mix
|
|
Currency Fluctuations
|
|
Total
|
|
|
Consolidated
|
4
|
%
|
6
|
%
|
2
|
%
|
(6
|
)%
|
6
|
%
|
Europe, Middle East & Africa
|
3
|
%
|
3
|
%
|
1
|
%
|
(10
|
)%
|
(4
|
)%
|
Latin America
|
4
|
|
(1
|
)
|
5
|
|
(11
|
)
|
(3
|
)
|
North America
|
(1
|
)
|
—
|
|
4
|
|
—
|
|
3
|
|
Asia Pacific
|
8
|
|
—
|
|
(3
|
)
|
(3
|
)
|
2
|
|
Global Ventures
|
5
|
|
218
|
|
(3
|
)
|
(19
|
)
|
201
|
|
Bottling Investments
|
14
|
|
(1
|
)
|
3
|
|
(7
|
)
|
9
|
|
•
|
Europe, Middle East and Africa — favorable price mix across most markets, partially offset by unfavorable geographic mix;
|
•
|
Latin America — favorable price mix in the Mexico and Brazil business units and the impact of inflationary environments in certain markets;
|
•
|
North America — favorable pricing initiatives;
|
•
|
Asia Pacific — unfavorable geographic mix;
|
•
|
Global Ventures — unfavorable product mix; and
|
•
|
Bottling Investments — favorable price, product and package mix in certain bottling operations.
|
|
Percent Change 2019 versus 2018
|
|||||||||
|
Volume1
|
|
Acquisitions & Divestitures
|
Price, Product & Geographic Mix
|
|
Currency Fluctuations
|
|
Total
|
|
|
Consolidated
|
3
|
%
|
6
|
%
|
3
|
%
|
(6
|
)%
|
5
|
%
|
Europe, Middle East & Africa
|
4
|
%
|
3
|
%
|
5
|
%
|
(11
|
)%
|
—
|
%
|
Latin America
|
—
|
|
—
|
|
7
|
|
(13
|
)
|
(6
|
)
|
North America
|
(2
|
)
|
—
|
|
4
|
|
—
|
|
2
|
|
Asia Pacific
|
7
|
|
(1
|
)
|
(2
|
)
|
(3
|
)
|
—
|
|
Global Ventures
|
1
|
|
220
|
|
—
|
|
(20
|
)
|
201
|
|
Bottling Investments
|
9
|
|
(2
|
)
|
3
|
|
(8
|
)
|
3
|
|
•
|
Europe, Middle East and Africa — favorable price mix across most markets and the timing of concentrate shipments as a result of certain bottlers increasing their concentrate inventories due to uncertainties related to Brexit;
|
•
|
Latin America — favorable price mix in the Mexico and Brazil business units and the impact of inflationary environments in certain markets;
|
•
|
North America — favorable pricing initiatives;
|
•
|
Asia Pacific — unfavorable geographic mix; and
|
•
|
Bottling Investments — favorable price, product and package mix in certain bottling operations, partially offset by unfavorable geographic mix.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
||||
Stock-based compensation expense
|
$
|
48
|
|
$
|
49
|
|
|
$
|
88
|
|
$
|
121
|
|
Advertising expenses
|
1,165
|
|
1,181
|
|
|
2,118
|
|
2,167
|
|
||||
Selling and distribution expenses
|
713
|
|
643
|
|
|
1,388
|
|
1,235
|
|
||||
Other operating expenses
|
1,070
|
|
1,014
|
|
|
2,169
|
|
2,103
|
|
||||
Selling, general and administrative expenses
|
$
|
2,996
|
|
$
|
2,887
|
|
|
$
|
5,763
|
|
$
|
5,626
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
||||
Europe, Middle East & Africa
|
$
|
—
|
|
$
|
—
|
|
|
$
|
1
|
|
$
|
2
|
|
Latin America
|
—
|
|
1
|
|
|
—
|
|
3
|
|
||||
North America
|
13
|
|
47
|
|
|
30
|
|
99
|
|
||||
Asia Pacific
|
—
|
|
1
|
|
|
—
|
|
1
|
|
||||
Global Ventures
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Bottling Investments
|
30
|
|
106
|
|
|
43
|
|
547
|
|
||||
Corporate
|
49
|
|
70
|
|
|
145
|
|
109
|
|
||||
Total
|
$
|
92
|
|
$
|
225
|
|
|
$
|
219
|
|
$
|
761
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
Europe, Middle East & Africa
|
34.7
|
%
|
39.5
|
%
|
|
37.2
|
%
|
42.6
|
%
|
Latin America
|
19.7
|
|
21.4
|
|
|
20.0
|
|
24.7
|
|
North America
|
23.8
|
|
23.4
|
|
|
23.9
|
|
24.4
|
|
Asia Pacific
|
24.5
|
|
25.4
|
|
|
23.5
|
|
26.8
|
|
Global Ventures
|
2.4
|
|
1.4
|
|
|
2.6
|
|
1.4
|
|
Bottling Investments
|
4.0
|
|
(0.6
|
)
|
|
4.0
|
|
(7.2
|
)
|
Corporate
|
(9.1
|
)
|
(10.5
|
)
|
|
(11.2
|
)
|
(12.7
|
)
|
Total
|
100.0
|
%
|
100.0
|
%
|
|
100.0
|
%
|
100.0
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||
|
June 28,
2019 |
|
June 29,
2018 |
|
|
June 28,
2019 |
|
June 29,
2018 |
|
Consolidated
|
29.9
|
%
|
29.4
|
%
|
|
29.0
|
%
|
26.6
|
%
|
Europe, Middle East & Africa
|
57.5
|
%
|
58.0
|
%
|
|
58.6
|
%
|
58.7
|
%
|
Latin America
|
58.6
|
|
58.6
|
|
|
57.1
|
|
58.5
|
|
North America
|
22.5
|
|
21.5
|
|
|
22.2
|
|
20.5
|
|
Asia Pacific
|
54.1
|
|
50.3
|
|
|
52.8
|
|
50.5
|
|
Global Ventures
|
11.5
|
|
17.7
|
|
|
11.4
|
|
16.4
|
|
Bottling Investments
|
5.9
|
|
(0.9
|
)
|
|
5.7
|
|
(9.2
|
)
|
Corporate
|
*
|
|
*
|
|
|
*
|
|
*
|
|
•
|
€750 million total principal amount of notes due 2021, at a variable interest rate equal to the three month Euro Interbank Offered Rate ("EURIBOR") plus 0.20 percent;
|
•
|
€1,000 million total principal amount of notes due 2022, at a fixed interest rate of 0.125 percent;
|
•
|
€1,000 million total principal amount of notes due 2026, at a fixed interest rate of 0.75 percent; and
|
•
|
€750 million total principal amount of notes due 2031, at a fixed interest rate of 1.25 percent.
|
|
June 28,
2019 |
|
December 31, 2018
|
|
Increase
(Decrease)
|
|
|
Percent
Change
|
|
|||
Cash and cash equivalents
|
$
|
6,731
|
|
$
|
9,077
|
|
$
|
(2,346
|
)
|
|
(26
|
)%
|
Short-term investments
|
2,572
|
|
2,025
|
|
547
|
|
|
27
|
|
|||
Marketable securities
|
4,058
|
|
5,013
|
|
(955
|
)
|
|
(19
|
)
|
|||
Trade accounts receivable — net
|
4,888
|
|
3,685
|
|
1,203
|
|
|
33
|
|
|||
Inventories
|
3,453
|
|
3,071
|
|
382
|
|
|
12
|
|
|||
Prepaid expenses and other assets
|
2,658
|
|
2,059
|
|
599
|
|
|
29
|
|
|||
Equity method investments
|
19,418
|
|
19,412
|
|
6
|
|
|
—
|
|
|||
Other investments
|
894
|
|
867
|
|
27
|
|
|
3
|
|
|||
Other assets
|
5,596
|
|
4,148
|
|
1,448
|
|
|
35
|
|
|||
Deferred income tax assets
|
2,559
|
|
2,674
|
|
(115
|
)
|
|
(4
|
)
|
|||
Property, plant and equipment — net
|
10,254
|
|
9,598
|
|
656
|
|
|
7
|
|
|||
Trademarks with indefinite lives
|
9,313
|
|
6,682
|
|
2,631
|
|
|
39
|
|
|||
Bottlers' franchise rights with indefinite lives
|
110
|
|
51
|
|
59
|
|
|
116
|
|
|||
Goodwill
|
16,840
|
|
14,109
|
|
2,731
|
|
|
19
|
|
|||
Other intangible assets
|
652
|
|
745
|
|
(93
|
)
|
|
(12
|
)
|
|||
Total assets
|
$
|
89,996
|
|
$
|
83,216
|
|
$
|
6,780
|
|
|
8
|
%
|
Accounts payable and accrued expenses
|
$
|
12,819
|
|
$
|
9,533
|
|
$
|
3,286
|
|
|
34
|
%
|
Loans and notes payable
|
13,030
|
|
13,835
|
|
(805
|
)
|
|
(6
|
)
|
|||
Current maturities of long-term debt
|
2,749
|
|
5,003
|
|
(2,254
|
)
|
|
(45
|
)
|
|||
Accrued income taxes
|
784
|
|
411
|
|
373
|
|
|
91
|
|
|||
Long-term debt
|
29,296
|
|
25,376
|
|
3,920
|
|
|
15
|
|
|||
Other liabilities
|
8,336
|
|
7,646
|
|
690
|
|
|
9
|
|
|||
Deferred income tax liabilities
|
2,687
|
|
2,354
|
|
333
|
|
|
14
|
|
|||
Total liabilities
|
$
|
69,701
|
|
$
|
64,158
|
|
$
|
5,543
|
|
|
9
|
%
|
Net assets
|
$
|
20,295
|
|
$
|
19,058
|
|
$
|
1,237
|
|
1
|
6
|
%
|
•
|
Cash and cash equivalents and marketable securities decreased primarily due to funding the acquisition of Costa.
|
•
|
Trade accounts receivable — net increased due to seasonality and the impact of acquisitions.
|
•
|
Other assets increased primarily as a result of our adoption of Accounting Standards Codification 842, Leases ("ASC 842") and the acquisition of Costa, which required us to record $1,330 million of operating lease right-of-use ("ROU") assets.
|
•
|
Trademarks with indefinite lives and goodwill increased primarily due to $2.4 billion of trademarks and $2.5 billion of goodwill related to the preliminary allocation of the Costa purchase price.
|
•
|
Accounts payable and accrued expenses increased primarily due to the accrual of the Company's second quarter 2019 dividend of approximately $1.7 billion, which was paid during the first week of July. Additionally, accounts payable and accrued expenses increased due to our adoption of ASC 842 and the acquisition of Costa, which required us to record $282 million related to the current portion of operating lease liabilities and the extension of payment terms.
|
•
|
Loans and notes payable decreased primarily due to net payments of commercial paper and short-term debt.
|
•
|
Current maturities of long-term debt decreased as a result of payments of long-term debt. Refer to the heading "Cash Flows from Financing Activities" above for additional information.
|
•
|
Long-term debt increased primarily due to the Company's issuances of euro-denominated debt. Refer to the heading "Cash Flows from Financing Activities" above for additional information.
|
•
|
Other liabilities increased as a result of our adoption of ASC 842 and the acquisition of Costa, which required us to record $1,071 million related to the noncurrent portion of operating lease liabilities.
|
Period
|
Total Number
of Shares
Purchased1
|
|
Average
Price Paid
Per Share
|
|
Total Number
of Shares
Purchased as
Part of the
Publicly
Announced
Plans2
|
|
Maximum
Number of
Shares That May
Yet Be
Purchased Under
the Publicly
Announced
Plans3
|
|
|
March 30, 2019 through April 26, 2019
|
2,984,973
|
|
$
|
46.80
|
|
2,986,993
|
|
170,337,162
|
|
April 27, 2019 through May 24, 2019
|
2,006,851
|
|
48.40
|
|
2,001,841
|
|
168,335,321
|
|
|
May 25, 2019 through June 28, 2019
|
1,252,885
|
|
51.47
|
|
—
|
|
168,335,321
|
|
|
Total
|
6,244,709
|
|
$
|
48.25
|
|
4,988,834
|
|
|
|
•
|
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.
|
|
|
THE COCA-COLA COMPANY
(Registrant)
|
|
|
|
|
|
/s/ LARRY M. MARK
|
Date:
|
July 25, 2019
|
Larry M. Mark
Vice President and Controller
(On behalf of the Registrant)
|
|
|
|
|
|
/s/ MARK RANDAZZA
|
Date:
|
July 25, 2019
|
Mark Randazza
Vice President, Assistant Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
2.1
|
Limitation to Non-Employee Directors. Only Directors who are not employed by the Company or a Majority-Owned Related Company shall be eligible for the Plan.
|
2.2
|
Date of Eligibility. Directors who are on the Board as of April 24, 2019 shall be eligible to participate. Thereafter, a new Director shall be eligible as of the date he or she is appointed or elected to the Board.
|
3.1
|
Accounts; Mandatory Annual Transfer. Each Participant shall have an AC Account administered in his or her name. Such AC Account shall be a bookkeeping entry only and no Stock or other assets shall be placed in the Participant’s name. On December 31 of each year, all Share Units credited to
|
3.2
|
Cash Payment. Unless the Participant has elected to defer all or a portion of the Cash Payment into Share Units in accordance with Article IV of this Plan, (a) the Participant will be paid $50,000 annually for service on the Board (the “Director Payment”), payable in equal quarterly installments, and prorated for partial years of service as set forth in Section 3.4, as applicable (b) the Chair of each committee of the Board of Directors shall be paid an additional $20,000 annually for service as a committee Chair (the “Chair Payment”, payable in equal quarterly installments, and prorated for partial years of service as set forth in Section 3.4, as applicable; and (c) the Lead Independent Director of the Board of Directors shall be paid an additional $30,000 annually for service as Lead Independent Director (the “LID Payment”, and together with the Director Payment and the Chair Payment, the “Cash Payment”), payable in equal quarterly installments, and prorated for partial years of service as set forth in Section 3.4, as applicable. For the avoidance of doubt, in the event a Participant is a Chair of a committee and Lead Independent Director, such Participate shall receive a Chair Payment and a LID Payment.
|
3.3
|
Crediting of Share Units. On the Calculation Date, each Participant’s AC Account shall be credited with Share Units, provided that any Participant that becomes eligible for the Plan after January 1 in a particular year, shall be credited Share Units in accordance with Section 3.4. The value of such Share Units for 2013 shall be $200,000 and may be adjusted in subsequent years by the Board of Directors (the “Dollar Amount”). The number of Share Units credited to each Participant shall be determined by dividing the Dollar Amount by the average of the high and low price of Stock on the New York Stock Exchange Composite Transactions listing on the Calculation Date.
|
3.4
|
New Directors/Committee Chairs Appointed or Elected During the Year.
|
(a)
|
With respect to the Director Payment, if a Participant becomes eligible for the Plan after January 1 in a particular year, the Director Payment shall be prorated for the number of regularly-scheduled Board meetings remaining in the year (which shall include the meeting at which the Director was appointed or elected, if such meeting is a regularly-scheduled meeting), as illustrated in the table below. Such Director Payment shall be payable in equal installments in accordance with the payment schedule set forth in Section 3.2.
|
Meeting at which Director is Appointed or Elected / Appointed Chair/Lead Independent Director
|
Percentage of applicable Cash Payment to be paid
|
Meeting #1
|
100%
|
Meeting #2
|
80%
|
Meeting #3
|
60%
|
Meeting #4
|
40%
|
Meeting #5
|
20%
|
(b)
|
If a Participant becomes eligible for the Plan after January 1 in a particular year, his or her AC Account shall be credited with Share Units equal to the number of Share Units calculated on the Calculation Date for the year pursuant to Section 3.3, prorated for the number of regularly-scheduled Board meetings remaining in the year (which shall include the meeting at which the Director was appointed or elected, if such meeting is a regularly-scheduled meeting). Such Share Units shall be posted to a new Participant’s AC Account as of the date such Participant becomes eligible for the Plan, provided that if such date is prior to the Calculation Date, then the Share Units shall be posted on the Calculation Date.
|
4.1
|
Establishment of DC Accounts. The Company shall establish a DC Account for each Participant. Such DC Account shall be a bookkeeping entry only and no Stock or other assets shall be placed in the Participant’s name. All eligible compensation, as described in Section 4.2, that a Participant elects to defer in accordance with this Article IV shall be credited to that Participant’s DC Account in the manner set forth in this Article IV. In addition, on December 31 of each year, all compensation credited to a Participant’s AC Account pursuant to Section 3.3 automatically shall be transferred to that Participant’s DC Account.
|
4.2
|
Eligible Compensation. A Participant may elect to defer all or a specified percentage (from 10% - 100%) of the annual Cash Payment (including the Director Payment, the Chair Payment and/or the LID Payment) receivable by such Director under the Plan. No other compensation or expense reimbursement shall be eligible for voluntary deferral.
|
4.3
|
Elections to Defer. Participants must elect to defer eligible Cash Payments under the following provisions. Elections shall be in writing on forms or via electronic format as determined by the Secretary of the Company. The election shall specify the applicable percentage to be deferred.
|
(a)
|
Annual Cash Payments. If a Participant wishes to defer all or a portion of his or her annual Cash Payment, he or she must elect a percentage to defer, from 10% - 100%, no later than December 31 prior to the beginning of the year for which the Cash Payment is earned. This election is irrevocable for all amounts paid for the calendar year.
|
(b)
|
New Directors. A new Director appointed or elected to the Board during the calendar year shall not be eligible to defer the Cash Payment that is payable through the end of that first calendar year of service.
|
(c)
|
Duration of Elections. If an election is made to defer with respect to the annual Cash Payment, the election shall continue in effect until the end of the Participant’s service as a Director or until the end of the calendar year during which the Director gives the Company written notice of the discontinuance of the election. Such a notice of discontinuance shall operate prospectively from the first day of the calendar year following the giving of notice. An election with respect to the Cash Payment becomes irrevocable as of December 31 of the year prior to the year the Cash Payment is earned.
|
4.4
|
Elections and Forms of Payment.
|
(a)
|
Forms of Payment. All payments under the Plan shall be in cash. A Participant may elect to receive payments in a single lump sum or in a series of annual installments (not to exceed five). If a Participant fails to
|
(b)
|
Payment Distribution Election Under Prior Plans. All elections made under the Prior Plans regarding the form of payment distribution for compensation awarded to a Participant prior to the Effective Date cannot be changed with respect to such compensation. Any elections made under the Prior Plans also shall apply to all compensation awarded under the Plan, unless the Participant makes a new form of payment distribution election in accordance with Section 4.4(c).
|
(c)
|
Payment Distribution Election Under the Plan. A Participant may make a different election for future compensation under the Plan. An individual who becomes a Director during the calendar year must make an initial election within 30 days of his or her appointment or election to the Board. Once a Participant makes an election under the Plan, it shall apply to all future compensation awarded to the Participant under the Plan unless a new election is made by December 31 of the year prior to the time the compensation is paid.
|
4.5
|
Deferral of Cash Payments; Crediting of Share Units. If a Participant has elected to defer the Cash Payment (or any portion thereof) pursuant to Section 4.3, the amount elected shall be added to the Share Units awarded to such Participant pursuant to Section 3.3 on the Calculation Date and credited to the Participant’s DC Account. Such amount shall be converted on the Calculation Date to a number of Share Units equal to the number of shares of Stock that theoretically could have been purchased on such date with such amount, using the average share price on the New York Stock Exchange Composite Transactions listing on such date, or if such date is not a trading day, on the next trading day.
|
5.1
|
Hypothetical Dividends. As of each date on which dividends on the Stock are payable to shareowners of the Company, each Participant’s AC Account and DC Account shall be credited with the value of the dividends that would be payable on Share Units in such accounts if they were shares of Stock (not taking into account the record date). These hypothetical dividends shall be converted to Share Units using the average of the high and low price of Stock on the New York Stock Exchange Composite Transactions listing on the
|
5.2
|
Stock Split; Stock Dividend. Each Participant’s AC Account and DC Account shall be credited on the date of any stock split or stock dividend, with the number of Share Units necessary for an equitable adjustment.
|
6.1
|
Permitted Payment Events. Payment of accounts under the Plan shall not be made except following death, disability, termination of service from the Board, or upon a Change in Control. Payments shall not be accelerated, except as permitted by Section 409A of the Code and the regulations thereunder.
|
6.2
|
Payment of Account Balance. Upon a Participant’s separation of service as a Director of the Company, all Share Units in the Participant’s AC Account that have been earned for such year, as calculated pursuant to Section 6.4, shall be transferred to that Participant’s DC Account.
|
(a)
|
Lump Sum Payment. Except in the case of death, the value of the Participant’s DC Account shall be paid on the Payment Date. In the event of a Participant’s death, the value of the Participant’s DC Account shall be paid to the Participant’s Beneficiary as soon as possible, but no later than 60 days following the date of death.
|
(b)
|
Installment Payments Election. If the Participant has elected to receive payment of the Participant’s DC Account balance in the form of annual installments in accordance with Section 4.4, the amount of each such payment shall be computed as provided in this Section 6.2(b). The amount of the first payment shall be a fraction of the balance in the Participant’s DC Account as of December 31 of the year preceding such payment, the numerator of which is one and the denominator of which is the total number of installments elected. The amount of each subsequent payment shall be a fraction of the balance in the Participant’s DC Account as of December 31 of the year preceding each subsequent payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid.
|
6.3
|
Valuation of Account Balance. Except in the case of a Director’s separation of service from the Company due to death or a Change in Control, the balance in the Participant’s DC Account in Share Units shall be valued in an amount equal to the number of Share Units in the Participant’s DC Account multiplied
|
6.4
|
Separation During the Year; Proration of Annual Compensation. In the event of a Director’s separation of service from the Company during the calendar year, the quarterly Cash Payment shall be retained for any portion of a calendar quarter during which such Participant served as a Director.
|
6.5
|
Unforseeable Emergency. A Participant shall be permitted to elect a distribution from his or her DC Account prior to the date the DC Accounts were to be distributed, subject to the following restrictions:
|
(a)
|
the election to take a distribution due to an Unforeseeable Emergency shall be made by requesting such a distribution in writing to the Committee, including the amount requested and a description of the need for the distribution;
|
(b)
|
the Committee shall make a determination, in its sole discretion, that the requested distribution is on account of an Unforseeable Emergency; and
|
(c)
|
the Unforseeable Emergency cannot be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.
|
7.1
|
Administration of the Plan. The Committee shall oversee the administration of the Plan. The Committee has the exclusive responsibility and complete discretionary authority to control the operation and administration of the Plan, with all powers necessary to enable it to properly carry out such responsibility, including but not limited to the power to construe the terms of the Plan, to determine status, coverage and eligibility for benefits and to resolve all interpretive, equitable, and other questions, including questions of fact, that shall arise in the operation and administration of the Plan. The Plan shall be interpreted consistently with the provisions of Section 409A of the Code. All actions or determinations of the Committee shall be final, conclusive and binding on all persons.
|
7.2
|
Amendment and Termination of the Plan. The Board may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination may retroactively adversely affect any Participant’s right to a benefit which has been earned under the Plan before such date.
|
7.3
|
Controlling Law. This Plan shall be subject to the laws of the State of Georgia, and the parties agree that all disputes arising from or related to this Plan shall be litigated in the state or federal courts located in Fulton County, Georgia. The parties agree that such courts shall be the exclusive forum for such disputes and hereby submit to the jurisdiction and venue of such courts for the litigation of all such disputes. The parties hereby waive any claims of improper venue or lack of personal or subject matter jurisdiction as to any such disputes.
|
7.4
|
Limitation of Responsibility. Neither the establishment of this Plan nor any modification thereof, nor the creation of any AC Account or DC Account, nor the payment of any benefits, shall be construed as giving to any Participant or other person any legal or equitable right against the Company, or its
|
7.5
|
Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company shall be held in any way as collateral security for the fulfilling of the obligations of the Company under this Plan. The Company's obligation under the Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money in the future, and the rights of the Participants and Beneficiaries shall be no greater than those of unsecured general creditors. Nothing contained in this Plan, and no actions taken pursuant to the provisions of this Plan shall create or be construed to create a trust or any kind of fiduciary relationship between the Company and any Participant, Beneficiary, or any other person.
|
7.6
|
Taxes. Federal, state, FICA/Medicare and all other taxes shall be solely the responsibility of the Participant. The Company will report all payments as required by the Internal Revenue Code or other tax regulations and withhold any applicable taxes where required.
|
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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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July 25, 2019
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|
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/s/ JAMES QUINCEY
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James Quincey
Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company
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1.
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I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;
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2.
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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;
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3.
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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;
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4.
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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
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(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
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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:
|
July 25, 2019
|
|
|
|
|
/s/ JOHN MURPHY
|
|
John Murphy
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
|
(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
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(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ JAMES QUINCEY
|
James Quincey
Chairman of the Board of Directors and Chief Executive Officer of The Coca-Cola Company
|
July 25, 2019
|
|
|
/s/ JOHN MURPHY
|
John Murphy
Executive Vice President and Chief Financial Officer of The Coca-Cola Company
|
July 25, 2019
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