☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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58-0628465
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.)
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One Coca-Cola Plaza
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Atlanta,
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Georgia
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30313
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.25 Par Value
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KO
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New York Stock Exchange
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0.000% Notes Due 2021
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KO21B
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New York Stock Exchange
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Floating Rate Notes Due 2021
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KO21C
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New York Stock Exchange
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1.125% Notes Due 2022
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KO22
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New York Stock Exchange
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0.125% Notes Due 2022
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KO22B
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New York Stock Exchange
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0.75% Notes Due 2023
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KO23B
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New York Stock Exchange
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0.500% Notes Due 2024
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KO24
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New York Stock Exchange
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1.875% Notes Due 2026
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KO26
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New York Stock Exchange
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0.750% Notes Due 2026
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KO26C
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New York Stock Exchange
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1.125% Notes Due 2027
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KO27
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New York Stock Exchange
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1.250% Notes Due 2031
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KO31
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New York Stock Exchange
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1.625% Notes Due 2035
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KO35
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New York Stock Exchange
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1.100% Notes Due 2036
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KO36
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Part I
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Part II
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Part III
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Part IV
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•
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Europe, Middle East and Africa
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•
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Latin America
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•
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North America
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•
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Asia Pacific
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•
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Global Ventures
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•
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Bottling Investments
|
•
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"concentrates" means flavorings and other ingredients which, when combined with water and, depending on the product, sweeteners (nutritive or non-nutritive) are used to prepare syrups or finished beverages, and includes minerals and other powders for purified water products;
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•
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"syrups" means an intermediate product in the beverage manufacturing process produced by combining concentrates with water and, depending on the product, sweeteners (nutritive or non-nutritive);
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•
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"fountain syrups" means syrups that are sold to fountain retailers, such as restaurants and convenience stores, which use dispensing equipment to mix the syrups with sparkling or still water at the time of purchase to produce finished beverages that are served in cups or glasses for immediate consumption;
|
•
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"Company Trademark Beverages" means beverages bearing our trademarks and certain other beverage products bearing trademarks licensed to us by third parties for which we provide marketing support and from the sale of which we derive economic benefit; and
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•
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"Trademark Coca-Cola Beverages" or "Trademark Coca-Cola" means beverages bearing the trademark Coca-Cola or any trademark that includes Coca-Cola or Coke (that is, Coca-Cola, Coca-Cola Life, Diet Coke/Coca-Cola Light and Coca-Cola Zero Sugar and all their variations and any line extensions, including caffeine free Diet Coke, Cherry Coke, etc.). Likewise, when we use the capitalized word "Trademark" together with the name of one of our other beverage products (such as "Trademark Fanta," "Trademark Sprite" or "Trademark Simply"), we mean beverages bearing the indicated trademark (that is, Fanta, Sprite or Simply, respectively) and all its variations and line extensions (such that "Trademark Fanta" includes Fanta Orange, Fanta Zero Orange, Fanta Apple, etc.; "Trademark Sprite" includes Sprite, Diet Sprite, Sprite Zero, Sprite Light, etc.; and "Trademark Simply" includes Simply Orange, Simply Apple, Simply Grapefruit, etc.).
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•
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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
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•
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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").
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•
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sparkling soft drinks: Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Fresca, Schweppes,* Sprite, Thums Up;
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•
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water, enhanced water and sports drinks: Aquarius, Ciel, Dasani, glacéau smartwater, glacéau vitaminwater, Ice Dew, I LOHAS, Powerade, Topo Chico;
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•
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juice, dairy and plant-based beverages: AdeS, Del Valle, fairlife, innocent, Minute Maid, Minute Maid Pulpy, Simply, ZICO; and
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•
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tea and coffee: Ayataka, Costa, doğadan, FUZE TEA, Georgia, Gold Peak, HONEST TEA, Kochakaden.
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•
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Certain Coca-Cola system bottlers distribute certain brands of Monster Beverage Corporation ("Monster"), primarily Monster Energy, in designated territories in the United States, Canada and other international territories pursuant to distribution coordination agreements between the Company and Monster and related distribution agreements between Monster and Coca-Cola system bottlers.
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•
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We have a strategic partnership with Aujan Industries Company J.S.C. ("Aujan"), one of the largest independent beverage companies in the Middle East. We own 50 percent of the entity that holds the rights in certain territories to brands produced and distributed by Aujan, including Rani, a juice brand, and Barbican, a flavored malt beverage brand.
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•
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Coca-Cola FEMSA, S.A.B. de C.V. ("Coca-Cola FEMSA"), which has bottling and distribution operations in Mexico (a substantial part of central Mexico, including Mexico City, as well as southeast and northeast Mexico), Guatemala (nationwide), Nicaragua (nationwide), Costa Rica (nationwide), Panama (nationwide), Colombia (most of the country), Venezuela (nationwide), Brazil (greater São Paulo, Campiñas, Santos, the state of Mato Grosso do Sul, the state of Paraná, the state of Santa Catarina, part of the state of Rio Grande do Sul, part of the state of Goiás, part of the state of Rio de Janeiro and part of the state of Minas Gerais), Argentina (federal capital of Buenos Aires and surrounding areas) and Uruguay (nationwide);
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•
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Coca-Cola European Partners plc ("CCEP"), which has bottling and distribution operations in Andorra, Belgium, continental France, Germany, Great Britain, Iceland, Luxembourg, Monaco, the Netherlands, Norway, Portugal, Spain and Sweden;
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•
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Coca-Cola HBC AG ("Coca-Cola Hellenic"), which has bottling and distribution operations in Armenia, Austria, Belarus, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, the Czech Republic, Estonia, Greece, Hungary, Italy, Latvia, Lithuania, Moldova, Montenegro, Nigeria, North Macedonia, Northern Ireland, Poland, Republic of Ireland, Romania, the Russian Federation, Serbia, Slovakia, Slovenia, Switzerland and Ukraine;
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•
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Arca Continental, S.A.B. de C.V., which has bottling and distribution operations in northern and western Mexico, northern Argentina, Ecuador, Peru, and the state of Texas and parts of the states of New Mexico, Oklahoma and Arkansas in the United States; and
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•
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Swire Beverages, which has bottling and distribution operations in 11 provinces and the Shanghai Municipality in the eastern and southern areas of mainland China, Hong Kong, Taiwan, and territories in 13 states in the western United States.
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•
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below a "safe harbor" threshold that may be established;
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•
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naturally occurring;
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•
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the result of necessary cooking; or
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•
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subject to another applicable exemption.
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Principal Concentrate and/or Syrup Plants
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Principal Beverage Manufacturing/Bottling Plants
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Principal Distribution and Storage Warehouses
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Principal Retail Stores
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||||||||||||||||
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Owned
|
|
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Leased
|
|
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Owned
|
|
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Leased
|
|
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Owned
|
|
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Leased
|
|
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Owned
|
|
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Leased
|
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Europe, Middle East & Africa
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6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
12
|
|
Latin America
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5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
North America
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11
|
|
|
—
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|
|
9
|
|
|
1
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
Asia Pacific
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6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Global Ventures
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1,718
|
|
Bottling Investments
|
—
|
|
|
—
|
|
|
87
|
|
|
7
|
|
|
101
|
|
|
97
|
|
|
—
|
|
|
—
|
|
Corporate
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
Total
|
32
|
|
|
—
|
|
|
97
|
|
|
8
|
|
|
105
|
|
|
171
|
|
|
—
|
|
|
1,730
|
|
Period
|
Total Number of
Shares Purchased1
|
|
|
Average
Price Paid
Per Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan2
|
|
|
Maximum Number of
Shares That May
Yet Be Purchased
Under Publicly
Announced Plans3
|
|
|
September 28, 2019 through October 25, 2019
|
955,091
|
|
|
$
|
54.22
|
|
|
945,000
|
|
|
167,390,321
|
|
October 26, 2019 through November 22, 2019
|
3,769,586
|
|
|
52.92
|
|
|
3,770,300
|
|
|
163,620,021
|
|
|
November 23, 2019 through December 31, 2019
|
4,131,840
|
|
|
54.16
|
|
|
2,590,354
|
|
|
161,029,667
|
|
|
Total
|
8,856,517
|
|
|
$
|
53.64
|
|
|
7,305,654
|
|
|
|
1
|
The total number of shares purchased includes: (i) shares purchased pursuant to the 2012 Plan described in footnote 2 below and (ii) shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees.
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2
|
On October 18, 2012, the Company publicly announced that our Board of Directors had authorized a plan ("2012 Plan") for the Company to purchase up to 500 million shares of our common stock. This column discloses the number of shares purchased pursuant to the 2012 Plan during the indicated time periods (including shares purchased pursuant to the terms of preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act).
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3
|
On February 21, 2019, the Company publicly announced that our Board of Directors had authorized a new plan ("2019 Plan") for the Company to purchase up to 150 million shares of our common stock following the completion of the 2012 Plan. This column discloses the number of shares available for purchase under the 2012 Plan and the number of shares authorized for purchase under the 2019 Plan.
|
December 31,
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
||||||
The Coca-Cola Company
|
$
|
100
|
|
$
|
105
|
|
$
|
105
|
|
$
|
120
|
|
$
|
128
|
|
$
|
154
|
|
Peer Group Index
|
100
|
|
113
|
|
125
|
|
139
|
|
113
|
|
140
|
|
||||||
S&P 500 Index
|
100
|
|
101
|
|
114
|
|
138
|
|
132
|
|
174
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
|||||
(In millions except per share data)
|
|
|
|||||||||||||
Summary of Operations
|
|
|
|
|
|
||||||||||
Net operating revenues
|
$
|
37,266
|
|
$
|
34,300
|
|
$
|
36,212
|
|
$
|
41,863
|
|
$
|
44,294
|
|
Consolidated net income
|
8,985
|
|
6,476
|
|
1,283
|
|
6,550
|
|
7,366
|
|
|||||
Net income attributable to shareowners of
The Coca-Cola Company
|
8,920
|
|
6,434
|
|
1,248
|
|
6,527
|
|
7,351
|
|
|||||
Per Share Data
|
|
|
|
|
|
||||||||||
Basic net income
|
$
|
2.09
|
|
$
|
1.51
|
|
$
|
0.29
|
|
$
|
1.51
|
|
$
|
1.69
|
|
Diluted net income
|
2.07
|
|
1.50
|
|
0.29
|
|
1.49
|
|
1.67
|
|
|||||
Cash dividends
|
1.60
|
|
1.56
|
|
1.48
|
|
1.40
|
|
1.32
|
|
|||||
Balance Sheet Data
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
86,381
|
|
$
|
83,216
|
|
$
|
87,896
|
|
$
|
87,270
|
|
$
|
89,996
|
|
Long-term debt
|
27,516
|
|
25,376
|
|
31,202
|
|
29,684
|
|
28,311
|
|
•
|
Our Business — a general description of our business and the nonalcoholic beverage segment of the commercial beverage industry; our platform for sustained performance; our core capabilities; and challenges and risks of our business.
|
•
|
Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and estimates.
|
•
|
Operations Review — an analysis of our Company's consolidated results of operations for the three years presented in our consolidated financial statements. Except to the extent that differences among our operating segments are material to an understanding of our business as a whole, we present the discussion on a consolidated basis.
|
•
|
Liquidity, Capital Resources and Financial Position — an analysis of cash flows; off-balance sheet arrangements and aggregate contractual obligations; foreign exchange; and the impact of inflation and changing prices.
|
•
|
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").
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
Concentrate operations
|
55
|
%
|
58
|
%
|
50
|
%
|
Finished product operations
|
45
|
|
42
|
|
50
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
Concentrate operations
|
83
|
%
|
82
|
%
|
77
|
%
|
Finished product operations
|
17
|
|
18
|
|
23
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
•
|
Continuous innovation to offer consumers more personalized product solutions that match their tastes and lifestyles
|
•
|
Leveraging the Coca-Cola system to lift, shift and scale leading brands and winning concepts quickly and efficiently around the world
|
•
|
Utilizing mergers and acquisitions opportunities that strike the right balance between strategic rationale, financial returns and risk profile as an enabler to further our growth strategy
|
•
|
Strategically aligned bottling partners with a sharper focus on value growth rather than volume growth
|
•
|
Gaining efficiencies through scale and improved supply chains
|
•
|
Strong marketplace execution across the bottling system
|
•
|
A winning culture
|
•
|
Succeeding as a company by empowering our employees, satisfying consumers with a wide variety of beverage options, and providing solutions to grow our customers' beverage businesses
|
•
|
Making a positive difference in the communities where we operate
|
•
|
Helping to create value for all of our stakeholders for a better shared future
|
•
|
offer reduced-, low- and no-calorie beverage options;
|
•
|
provide transparent nutrition information, featuring calories on the front of most of our packages;
|
•
|
provide our beverages in a range of packaging sizes; and
|
•
|
market responsibly, including no advertising targeted to children under 12.
|
•
|
Principles of Consolidation
|
•
|
Recoverability of Current and Noncurrent Assets
|
•
|
Pension Plan Valuations
|
•
|
Revenue Recognition
|
•
|
Income Taxes
|
|
Percent Change
|
|
||||||||||
|
2019 versus 2018
|
|
2018 versus 2017
|
|
||||||||
Year Ended December 31,
|
Unit Cases1,2
|
|
|
Concentrate
Sales
|
|
|
Unit Cases1,2
|
|
|
Concentrate
Sales
|
|
|
Worldwide
|
2
|
%
|
|
2
|
%
|
4
|
2
|
%
|
|
3
|
%
|
|
Europe, Middle East & Africa
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
|
6
|
%
|
8
|
Latin America
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
North America
|
—
|
|
|
(1
|
)
|
5
|
—
|
|
|
(2
|
)
|
9
|
Asia Pacific
|
5
|
|
|
4
|
|
6
|
4
|
|
|
4
|
|
10
|
Global Ventures
|
7
|
|
|
8
|
|
|
8
|
|
|
7
|
|
|
Bottling Investments
|
24
|
|
3
|
N/A
|
|
|
(15
|
)
|
7
|
N/A
|
|
|
1
|
Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only.
|
2
|
Geographic operating segment data reflects unit case volume growth for all bottlers, both consolidated and unconsolidated, and distributors in the applicable geographic areas.
|
3
|
After considering the impact of structural changes, unit case volume for Bottling Investments for the year ended December 31, 2019 grew 6 percent.
|
4
|
After considering the impact of acquisitions and divestitures, worldwide concentrate sales volume for the year ended December 31, 2019 grew 1 percent.
|
5
|
After considering the impact of acquisitions and divestitures, concentrate sales volume for North America for the year ended December 31, 2019 was even.
|
6
|
After considering the impact of acquisitions and divestitures, concentrate sales volume for Asia Pacific for the year ended December 31, 2019 grew 5 percent.
|
7
|
After considering the impact of structural changes, unit case volume for Bottling Investments for the year ended December 31, 2018 grew 12 percent.
|
8
|
After considering the impact of acquisitions and divestitures, concentrate sales volume for Europe, Middle East and Africa for the year ended December 31, 2018 grew 4 percent.
|
9
|
After considering the impact of acquisitions and divestitures, concentrate sales volume for North America for the year ended December 31, 2018 was even.
|
|
Percent Change 2019 versus 2018
|
|||||||||
|
Volume1
|
|
Price, Product & Geographic Mix
|
|
Foreign Currency Fluctuations
|
|
Acquisitions & Divestitures2
|
|
Total
|
|
Consolidated
|
1
|
%
|
5
|
%
|
(4
|
)%
|
7
|
%
|
9
|
%
|
Europe, Middle East & Africa
|
1
|
%
|
4
|
%
|
(9
|
)%
|
3
|
%
|
(1
|
)%
|
Latin America
|
1
|
|
13
|
|
(10
|
)
|
—
|
|
3
|
|
North America
|
—
|
|
3
|
|
—
|
|
—
|
|
2
|
|
Asia Pacific
|
5
|
|
—
|
|
(1
|
)
|
(1
|
)
|
3
|
|
Global Ventures
|
8
|
|
(1
|
)
|
(16
|
)
|
242
|
|
233
|
|
Bottling Investments
|
6
|
|
3
|
|
(5
|
)
|
5
|
|
10
|
|
1
|
Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating segments and our Global Ventures operating segment (excluding Costa non-ready-to-drink products) (expressed in equivalent unit cases) after considering the impact of acquisitions and divestitures. For our Bottling Investments operating segment, this represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume after considering the impact of structural changes. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only. Refer to the heading "Beverage Volume" above.
|
2
|
Includes structural changes. Refer to the heading "Structural Changes, Acquired Brands and Newly Licensed Brands" above.
|
•
|
Europe, Middle East and Africa — favorable price mix across a majority of the business units;
|
•
|
Latin America — favorable price mix across all business units and the impact of inflationary environments in certain markets;
|
•
|
North America — favorable price mix driven by revenue growth management initiatives across the beverage categories;
|
•
|
Asia Pacific — favorable price mix in all business units offset by unfavorable geographic mix;
|
•
|
Global Ventures — unfavorable product mix; and
|
•
|
Bottling Investments — favorable price, product and package mix in certain bottling operations, partially offset by unfavorable geographic mix.
|
|
Percent Change 2018 versus 2017
|
|||||||||||
|
Volume1
|
|
Price, Product & Geographic Mix
|
|
Foreign Currency Fluctuations
|
|
Acquisitions & Divestitures2
|
|
Accounting Changes
|
|
Total
|
|
Consolidated
|
3
|
%
|
2
|
%
|
(1
|
)%
|
(11
|
)%
|
2
|
%
|
(5
|
)%
|
Europe, Middle East & Africa
|
4
|
%
|
3
|
%
|
(2
|
)%
|
1
|
%
|
(3
|
)%
|
4
|
%
|
Latin America
|
1
|
|
10
|
|
(9
|
)
|
—
|
|
(3
|
)
|
—
|
|
North America
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
11
|
|
9
|
|
Asia Pacific
|
5
|
|
—
|
|
1
|
|
(1
|
)
|
(5
|
)
|
—
|
|
Global Ventures
|
7
|
|
(1
|
)
|
2
|
|
—
|
|
—
|
|
8
|
|
Bottling Investments
|
12
|
|
1
|
|
—
|
|
(55
|
)
|
2
|
|
(40
|
)
|
1
|
Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating segments and our Global Ventures operating segment (expressed in equivalent unit cases) after considering the impact of acquisitions and divestitures. For our Bottling Investments operating segment, this represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume after considering the impact of structural changes. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only. Refer to the heading "Beverage Volume" above.
|
2
|
Includes structural changes. Refer to the heading "Structural Changes, Acquired Brands and Newly Licensed Brands" above.
|
•
|
Europe, Middle East and Africa — favorable price mix in all of the segment's business units as well as favorable product and package mix;
|
•
|
Latin America — favorable price mix and the impact of inflationary environments in certain markets;
|
•
|
North America — favorable pricing initiatives, offset by incremental freight costs;
|
•
|
Asia Pacific — favorably impacted as a result of pricing initiatives as well as product and package mix, offset by geographic mix;
|
•
|
Global Ventures — unfavorable product mix; and
|
•
|
Bottling Investments — favorable geographic mix, partially offset by unfavorable price, product and package mix in certain bottling operations.
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Europe, Middle East & Africa
|
17.3
|
%
|
|
19.1
|
%
|
|
18.7
|
%
|
|
Latin America
|
11.0
|
|
|
11.6
|
|
|
10.9
|
|
|
North America
|
31.9
|
|
|
33.1
|
|
|
24.0
|
|
1
|
Asia Pacific
|
12.7
|
|
|
14.0
|
|
|
13.1
|
|
|
Global Ventures
|
6.9
|
|
|
2.2
|
|
|
2.0
|
|
|
Bottling Investments
|
19.9
|
|
|
19.7
|
|
|
31.0
|
|
1
|
Corporate
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Stock-based compensation expense
|
$
|
201
|
|
$
|
225
|
|
$
|
219
|
|
Advertising expenses
|
4,246
|
|
4,113
|
|
3,958
|
|
|||
Selling and distribution expenses
|
2,873
|
|
2,182
|
|
3,402
|
|
|||
Other operating expenses
|
4,783
|
|
4,482
|
|
5,255
|
|
|||
Selling, general and administrative expenses
|
$
|
12,103
|
|
$
|
11,002
|
|
$
|
12,834
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Europe, Middle East & Africa
|
$
|
2
|
|
$
|
(3
|
)
|
$
|
26
|
|
Latin America
|
1
|
|
4
|
|
7
|
|
|||
North America
|
62
|
|
175
|
|
241
|
|
|||
Asia Pacific
|
42
|
|
(4
|
)
|
10
|
|
|||
Global Ventures
|
—
|
|
—
|
|
—
|
|
|||
Bottling Investments
|
100
|
|
617
|
|
1,079
|
|
|||
Corporate
|
251
|
|
290
|
|
539
|
|
|||
Total
|
$
|
458
|
|
$
|
1,079
|
|
$
|
1,902
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
Europe, Middle East & Africa
|
35.2
|
%
|
40.4
|
%
|
46.2
|
%
|
Latin America
|
23.6
|
|
25.3
|
|
28.6
|
|
North America
|
25.7
|
|
25.3
|
|
31.9
|
|
Asia Pacific
|
22.6
|
|
24.8
|
|
27.5
|
|
Global Ventures
|
3.3
|
|
1.7
|
|
2.1
|
|
Bottling Investments
|
3.6
|
|
(2.2
|
)
|
(10.4
|
)
|
Corporate
|
(14.0
|
)
|
(15.3
|
)
|
(25.9
|
)
|
Total
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
*
|
Calculation is not meaningful.
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Statutory U.S. federal tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
|
State and local income taxes — net of federal benefit
|
0.9
|
|
|
1.5
|
|
|
1.1
|
|
|
Earnings in jurisdictions taxed at rates different from the statutory U.S.
federal tax rate |
1.1
|
|
1,2,3
|
3.1
|
|
5,6
|
(9.5
|
)
|
|
Equity income or loss
|
(1.6
|
)
|
|
(2.5
|
)
|
|
(3.3
|
)
|
|
Tax Reform Act
|
—
|
|
|
0.1
|
|
7
|
52.4
|
|
8
|
Excess tax benefits on stock-based compensation
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(1.9
|
)
|
|
Other — net
|
(3.8
|
)
|
4
|
(0.6
|
)
|
|
7.6
|
|
9,10
|
Effective tax rate
|
16.7
|
%
|
|
21.3
|
%
|
|
81.4
|
%
|
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
2017
|
|
|||
Balance of unrecognized tax benefits at beginning of year
|
$
|
336
|
|
|
$
|
331
|
|
$
|
302
|
|
Increase related to prior period tax positions
|
204
|
|
1
|
11
|
|
18
|
|
|||
Decrease related to prior period tax positions
|
—
|
|
|
(2
|
)
|
(13
|
)
|
|||
Increase related to current period tax positions
|
29
|
|
|
17
|
|
13
|
|
|||
Decrease related to settlements with taxing authorities
|
(174
|
)
|
2
|
(4
|
)
|
—
|
|
|||
Increase (decrease) due to effect of foreign currency exchange rate changes
|
(3
|
)
|
|
(17
|
)
|
11
|
|
|||
Balance of unrecognized tax benefits at end of year
|
$
|
392
|
|
|
$
|
336
|
|
$
|
331
|
|
1
|
The increase was primarily related to a change in judgment about the Company's tax positions with several foreign jurisdictions.
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Purchases of investments
|
$
|
(4,704
|
)
|
$
|
(7,789
|
)
|
$
|
(17,296
|
)
|
Proceeds from disposals of investments
|
6,973
|
|
14,977
|
|
16,694
|
|
|||
Acquisitions of businesses, equity method investments and nonmarketable
securities
|
(5,542
|
)
|
(1,263
|
)
|
(3,809
|
)
|
|||
Proceeds from disposals of businesses, equity method investments and
nonmarketable securities
|
429
|
|
1,362
|
|
3,821
|
|
|||
Purchases of property, plant and equipment
|
(2,054
|
)
|
(1,548
|
)
|
(1,750
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
978
|
|
248
|
|
108
|
|
|||
Other investing activities
|
(56
|
)
|
(60
|
)
|
(80
|
)
|
|||
Net cash provided by (used in) investing activities
|
$
|
(3,976
|
)
|
$
|
5,927
|
|
$
|
(2,312
|
)
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Capital expenditures
|
$
|
2,054
|
|
|
$
|
1,548
|
|
|
$
|
1,750
|
|
Europe, Middle East & Africa
|
5.2
|
%
|
|
4.3
|
%
|
|
4.4
|
%
|
|||
Latin America
|
6.8
|
|
|
5.8
|
|
|
3.1
|
|
|||
North America
|
19.1
|
|
|
27.7
|
|
|
30.9
|
|
|||
Asia Pacific
|
2.3
|
|
|
2.0
|
|
|
2.9
|
|
|||
Global Ventures
|
10.2
|
|
|
0.7
|
|
|
0.2
|
|
|||
Bottling Investments
|
40.7
|
|
|
33.4
|
|
|
42.1
|
|
|||
Corporate
|
15.7
|
|
|
26.1
|
|
|
16.4
|
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Issuances of debt
|
$
|
23,009
|
|
|
$
|
27,605
|
|
|
$
|
29,926
|
|
Payments of debt
|
(24,850
|
)
|
|
(30,600
|
)
|
|
(28,871
|
)
|
|||
Issuances of stock
|
1,012
|
|
|
1,476
|
|
|
1,595
|
|
|||
Purchases of stock for treasury
|
(1,103
|
)
|
|
(1,912
|
)
|
|
(3,682
|
)
|
|||
Dividends
|
(6,845
|
)
|
|
(6,644
|
)
|
|
(6,320
|
)
|
|||
Other financing activities
|
(227
|
)
|
|
(272
|
)
|
|
(95
|
)
|
|||
Net cash provided by (used in) financing activities
|
$
|
(9,004
|
)
|
|
$
|
(10,347
|
)
|
|
$
|
(7,447
|
)
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Number of shares repurchased (in millions)
|
21
|
|
|
39
|
|
|
82
|
|
|||
Average price per share
|
$
|
48.86
|
|
|
$
|
45.09
|
|
|
$
|
44.09
|
|
•
|
any obligation under certain guarantee contracts;
|
•
|
a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;
|
•
|
any obligation under certain derivative instruments; and
|
•
|
any obligation arising out of a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant.
|
|
Payments Due by Period
|
||||||||||||||
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
2025 and
Thereafter
|
|
|||||
Short-term loans and notes payable:1
|
|
|
|
|
|
|
|
|
|||||||
Commercial paper borrowings
|
$
|
10,007
|
|
$
|
10,007
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Lines of credit and other short-term
borrowings
|
987
|
|
987
|
|
—
|
|
—
|
|
—
|
|
|||||
Current maturities of long-term debt2
|
4,255
|
|
4,255
|
|
—
|
|
—
|
|
—
|
|
|||||
Long-term debt, net of current maturities2
|
27,017
|
|
—
|
|
7,507
|
|
6,035
|
|
13,475
|
|
|||||
Estimated interest payments3
|
3,613
|
|
475
|
|
733
|
|
512
|
|
1,893
|
|
|||||
Accrued income taxes4
|
4,143
|
|
414
|
|
838
|
|
1,686
|
|
1,205
|
|
|||||
Purchase obligations5
|
16,100
|
|
10,008
|
|
1,450
|
|
1,008
|
|
3,634
|
|
|||||
Marketing obligations6
|
5,015
|
|
2,404
|
|
1,090
|
|
625
|
|
896
|
|
|||||
Lease obligations
|
1,710
|
|
326
|
|
533
|
|
366
|
|
485
|
|
|||||
Total contractual obligations
|
$
|
72,847
|
|
$
|
28,876
|
|
$
|
12,151
|
|
$
|
10,232
|
|
$
|
21,588
|
|
1
|
Refer to Note 12 of Notes to Consolidated Financial Statements for information regarding short-term loans and notes payable. Upon payment of outstanding commercial paper, we typically issue new commercial paper. Lines of credit and other short-term borrowings are expected to fluctuate depending upon current liquidity needs, especially at international subsidiaries.
|
2
|
Refer to Note 12 of Notes to Consolidated Financial Statements for information regarding long-term debt. We will consider several alternatives to settle this long-term debt, including the use of cash flows from operating activities, issuance of commercial paper or issuance of other long-term debt. The table above shows expected cash payments to be made by the Company in future periods and excludes the noncash portion of debt, including any fair market value adjustments, unamortized discounts and premiums.
|
3
|
We calculated estimated interest payments for our long-term debt based on the applicable rates and payment dates. For our variable-rate debt, we have assumed the December 31, 2019 rate for all years presented. We typically expect to settle such interest payments with cash flows from operating activities and/or short-term borrowings.
|
4
|
Refer to Note 16 of Notes to Consolidated Financial Statements for information regarding income taxes. Accrued income taxes include $3,986 million related to the one-time transition tax required by the Tax Reform Act. Liabilities of $584 million for unrecognized tax benefits plus accrued interest and penalties were not included in the total above. At this time, the settlement period for the unrecognized tax benefits cannot be determined. In addition, any payments related to unrecognized tax benefits may be partially or fully offset by reductions in payments in other jurisdictions.
|
5
|
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including long-term contractual obligations, open purchase orders, accounts payable and certain accrued liabilities. We expect to fund these obligations with cash flows from operating activities.
|
6
|
We expect to fund these marketing obligations with cash flows from operating activities.
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
All operating currencies
|
(5
|
)%
|
|
(1
|
)%
|
Australian dollar
|
(7
|
)%
|
|
(2
|
)%
|
Brazilian real
|
(10
|
)
|
|
(12
|
)
|
British pound sterling
|
(4
|
)
|
|
4
|
|
Euro
|
(5
|
)
|
|
5
|
|
Japanese yen
|
1
|
|
|
2
|
|
Mexican peso
|
(1
|
)
|
|
(2
|
)
|
South African rand
|
(10
|
)
|
|
3
|
|
|
Page
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Net Operating Revenues
|
$
|
37,266
|
|
$
|
34,300
|
|
$
|
36,212
|
|
Cost of goods sold
|
14,619
|
|
13,067
|
|
13,721
|
|
|||
Gross Profit
|
22,647
|
|
21,233
|
|
22,491
|
|
|||
Selling, general and administrative expenses
|
12,103
|
|
11,002
|
|
12,834
|
|
|||
Other operating charges
|
458
|
|
1,079
|
|
1,902
|
|
|||
Operating Income
|
10,086
|
|
9,152
|
|
7,755
|
|
|||
Interest income
|
563
|
|
689
|
|
679
|
|
|||
Interest expense
|
946
|
|
950
|
|
853
|
|
|||
Equity income (loss) — net
|
1,049
|
|
1,008
|
|
1,072
|
|
|||
Other income (loss) — net
|
34
|
|
(1,674
|
)
|
(1,763
|
)
|
|||
Income Before Income Taxes
|
10,786
|
|
8,225
|
|
6,890
|
|
|||
Income taxes
|
1,801
|
|
1,749
|
|
5,607
|
|
|||
Consolidated Net Income
|
8,985
|
|
6,476
|
|
1,283
|
|
|||
Less: Net income (loss) attributable to noncontrolling interests
|
65
|
|
42
|
|
35
|
|
|||
Net Income Attributable to Shareowners of The Coca-Cola Company
|
$
|
8,920
|
|
$
|
6,434
|
|
$
|
1,248
|
|
Basic Net Income Per Share1
|
$
|
2.09
|
|
$
|
1.51
|
|
$
|
0.29
|
|
Diluted Net Income Per Share1
|
$
|
2.07
|
|
$
|
1.50
|
|
$
|
0.29
|
|
Average Shares Outstanding — Basic
|
4,276
|
|
4,259
|
|
4,272
|
|
|||
Effect of dilutive securities
|
38
|
|
40
|
|
52
|
|
|||
Average Shares Outstanding — Diluted
|
4,314
|
|
4,299
|
|
4,324
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Consolidated Net Income
|
$
|
8,985
|
|
$
|
6,476
|
|
$
|
1,283
|
|
Other comprehensive income:
|
|
|
|
||||||
Net foreign currency translation adjustments
|
74
|
|
(2,035
|
)
|
861
|
|
|||
Net gains (losses) on derivatives
|
(54
|
)
|
(7
|
)
|
(433
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale securities
|
18
|
|
(34
|
)
|
188
|
|
|||
Net change in pension and other benefit liabilities
|
(159
|
)
|
29
|
|
322
|
|
|||
Total Comprehensive Income
|
8,864
|
|
4,429
|
|
2,221
|
|
|||
Less: Comprehensive income attributable to noncontrolling interests
|
110
|
|
95
|
|
73
|
|
|||
Total Comprehensive Income Attributable to Shareowners of
The Coca-Cola Company
|
$
|
8,754
|
|
$
|
4,334
|
|
$
|
2,148
|
|
December 31,
|
2019
|
|
2018
|
|
||
ASSETS
|
||||||
Current Assets
|
|
|
||||
Cash and cash equivalents
|
$
|
6,480
|
|
$
|
9,077
|
|
Short-term investments
|
1,467
|
|
2,025
|
|
||
Total Cash, Cash Equivalents and Short-Term Investments
|
7,947
|
|
11,102
|
|
||
Marketable securities
|
3,228
|
|
5,013
|
|
||
Trade accounts receivable, less allowances of $524 and $501, respectively
|
3,971
|
|
3,685
|
|
||
Inventories
|
3,379
|
|
3,071
|
|
||
Prepaid expenses and other assets
|
1,886
|
|
2,059
|
|
||
Total Current Assets
|
20,411
|
|
24,930
|
|
||
Equity method investments
|
19,025
|
|
19,412
|
|
||
Other investments
|
854
|
|
867
|
|
||
Other assets
|
6,075
|
|
4,148
|
|
||
Deferred income tax assets
|
2,412
|
|
2,674
|
|
||
Property, plant and equipment — net
|
10,838
|
|
9,598
|
|
||
Trademarks with indefinite lives
|
9,266
|
|
6,682
|
|
||
Bottlers' franchise rights with indefinite lives
|
109
|
|
51
|
|
||
Goodwill
|
16,764
|
|
14,109
|
|
||
Other intangible assets
|
627
|
|
745
|
|
||
Total Assets
|
$
|
86,381
|
|
$
|
83,216
|
|
LIABILITIES AND EQUITY
|
||||||
Current Liabilities
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
11,312
|
|
$
|
9,533
|
|
Loans and notes payable
|
10,994
|
|
13,835
|
|
||
Current maturities of long-term debt
|
4,253
|
|
5,003
|
|
||
Accrued income taxes
|
414
|
|
411
|
|
||
Total Current Liabilities
|
26,973
|
|
28,782
|
|
||
Long-term debt
|
27,516
|
|
25,376
|
|
||
Other liabilities
|
8,510
|
|
7,646
|
|
||
Deferred income tax liabilities
|
2,284
|
|
2,354
|
|
||
The Coca-Cola Company Shareowners' Equity
|
|
|
||||
Common stock, $0.25 par value; authorized — 11,200 shares; issued — 7,040 shares
|
1,760
|
|
1,760
|
|
||
Capital surplus
|
17,154
|
|
16,520
|
|
||
Reinvested earnings
|
65,855
|
|
63,234
|
|
||
Accumulated other comprehensive income (loss)
|
(13,544
|
)
|
(12,814
|
)
|
||
Treasury stock, at cost — 2,760 and 2,772 shares, respectively
|
(52,244
|
)
|
(51,719
|
)
|
||
Equity Attributable to Shareowners of The Coca-Cola Company
|
18,981
|
|
16,981
|
|
||
Equity attributable to noncontrolling interests
|
2,117
|
|
2,077
|
|
||
Total Equity
|
21,098
|
|
19,058
|
|
||
Total Liabilities and Equity
|
$
|
86,381
|
|
$
|
83,216
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Operating Activities
|
|
|
|
||||||
Consolidated net income
|
$
|
8,985
|
|
$
|
6,476
|
|
$
|
1,283
|
|
Depreciation and amortization
|
1,365
|
|
1,086
|
|
1,260
|
|
|||
Stock-based compensation expense
|
201
|
|
225
|
|
219
|
|
|||
Deferred income taxes
|
(280
|
)
|
(413
|
)
|
(1,252
|
)
|
|||
Equity (income) loss — net of dividends
|
(421
|
)
|
(457
|
)
|
(628
|
)
|
|||
Foreign currency adjustments
|
91
|
|
(50
|
)
|
292
|
|
|||
Significant (gains) losses — net
|
(467
|
)
|
743
|
|
1,459
|
|
|||
Other operating charges
|
127
|
|
558
|
|
1,218
|
|
|||
Other items
|
504
|
|
699
|
|
(252
|
)
|
|||
Net change in operating assets and liabilities
|
366
|
|
(1,240
|
)
|
3,442
|
|
|||
Net Cash Provided by Operating Activities
|
10,471
|
|
7,627
|
|
7,041
|
|
|||
Investing Activities
|
|
|
|
||||||
Purchases of investments
|
(4,704
|
)
|
(7,789
|
)
|
(17,296
|
)
|
|||
Proceeds from disposals of investments
|
6,973
|
|
14,977
|
|
16,694
|
|
|||
Acquisitions of businesses, equity method investments and nonmarketable securities
|
(5,542
|
)
|
(1,263
|
)
|
(3,809
|
)
|
|||
Proceeds from disposals of businesses, equity method investments and nonmarketable securities
|
429
|
|
1,362
|
|
3,821
|
|
|||
Purchases of property, plant and equipment
|
(2,054
|
)
|
(1,548
|
)
|
(1,750
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
978
|
|
248
|
|
108
|
|
|||
Other investing activities
|
(56
|
)
|
(60
|
)
|
(80
|
)
|
|||
Net Cash Provided by (Used in) Investing Activities
|
(3,976
|
)
|
5,927
|
|
(2,312
|
)
|
|||
Financing Activities
|
|
|
|
||||||
Issuances of debt
|
23,009
|
|
27,605
|
|
29,926
|
|
|||
Payments of debt
|
(24,850
|
)
|
(30,600
|
)
|
(28,871
|
)
|
|||
Issuances of stock
|
1,012
|
|
1,476
|
|
1,595
|
|
|||
Purchases of stock for treasury
|
(1,103
|
)
|
(1,912
|
)
|
(3,682
|
)
|
|||
Dividends
|
(6,845
|
)
|
(6,644
|
)
|
(6,320
|
)
|
|||
Other financing activities
|
(227
|
)
|
(272
|
)
|
(95
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
(9,004
|
)
|
(10,347
|
)
|
(7,447
|
)
|
|||
Effect of Exchange Rate Changes on Cash, Cash Equivalents, Restricted Cash and
Restricted Cash Equivalents
|
(72
|
)
|
(262
|
)
|
241
|
|
|||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
|
|
|
|
||||||
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash
equivalents during the year
|
(2,581
|
)
|
2,945
|
|
(2,477
|
)
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of year
|
9,318
|
|
6,373
|
|
8,850
|
|
|||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at End of Year
|
6,737
|
|
9,318
|
|
6,373
|
|
|||
Less: Restricted cash and restricted cash equivalents at end of year
|
257
|
|
241
|
|
271
|
|
|||
Cash and Cash Equivalents at End of Year
|
$
|
6,480
|
|
$
|
9,077
|
|
$
|
6,102
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Equity Attributable to Shareowners of The Coca-Cola Company
|
|
|
|
||||||
Number of Common Shares Outstanding
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
4,268
|
|
4,259
|
|
4,288
|
|
|||
Treasury stock issued to employees related to stock-based compensation plans
|
33
|
|
48
|
|
53
|
|
|||
Purchases of stock for treasury
|
(21
|
)
|
(39
|
)
|
(82
|
)
|
|||
Balance at end of year
|
4,280
|
|
4,268
|
|
4,259
|
|
|||
Common Stock
|
$
|
1,760
|
|
$
|
1,760
|
|
$
|
1,760
|
|
Capital Surplus
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
16,520
|
|
15,864
|
|
14,993
|
|
|||
Stock issued to employees related to stock-based compensation plans
|
433
|
|
467
|
|
655
|
|
|||
Stock-based compensation expense
|
201
|
|
225
|
|
219
|
|
|||
Other activities
|
—
|
|
(36
|
)
|
(3
|
)
|
|||
Balance at end of year
|
17,154
|
|
16,520
|
|
15,864
|
|
|||
Reinvested Earnings
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
63,234
|
|
60,430
|
|
65,502
|
|
|||
Adoption of accounting standards1
|
546
|
|
3,014
|
|
—
|
|
|||
Net income attributable to shareowners of The Coca-Cola Company
|
8,920
|
|
6,434
|
|
1,248
|
|
|||
Dividends (per share — $1.60, $1.56 and $1.48 in 2019, 2018 and 2017, respectively)
|
(6,845
|
)
|
(6,644
|
)
|
(6,320
|
)
|
|||
Balance at end of year
|
65,855
|
|
63,234
|
|
60,430
|
|
|||
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
(12,814
|
)
|
(10,305
|
)
|
(11,205
|
)
|
|||
Adoption of accounting standards1
|
(564
|
)
|
(409
|
)
|
—
|
|
|||
Net other comprehensive income (loss)
|
(166
|
)
|
(2,100
|
)
|
900
|
|
|||
Balance at end of year
|
(13,544
|
)
|
(12,814
|
)
|
(10,305
|
)
|
|||
Treasury Stock
|
|
|
|
|
|
|
|||
Balance at beginning of year
|
(51,719
|
)
|
(50,677
|
)
|
(47,988
|
)
|
|||
Treasury stock issued to employees related to stock-based compensation plans
|
501
|
|
704
|
|
909
|
|
|||
Purchases of stock for treasury
|
(1,026
|
)
|
(1,746
|
)
|
(3,598
|
)
|
|||
Balance at end of year
|
(52,244
|
)
|
(51,719
|
)
|
(50,677
|
)
|
|||
Total Equity Attributable to Shareowners of The Coca-Cola Company
|
$
|
18,981
|
|
$
|
16,981
|
|
$
|
17,072
|
|
Equity Attributable to Noncontrolling Interests
|
|
|
|
||||||
Balance at beginning of year
|
$
|
2,077
|
|
$
|
1,905
|
|
$
|
158
|
|
Net income attributable to noncontrolling interests
|
65
|
|
42
|
|
35
|
|
|||
Net foreign currency translation adjustments
|
45
|
|
53
|
|
38
|
|
|||
Dividends paid to noncontrolling interests
|
(48
|
)
|
(31
|
)
|
(15
|
)
|
|||
Acquisition of interests held by noncontrolling owners
|
(84
|
)
|
—
|
|
—
|
|
|||
Contributions by noncontrolling interests
|
3
|
|
—
|
|
—
|
|
|||
Business combinations
|
59
|
|
101
|
|
1,805
|
|
|||
Deconsolidation of certain entities
|
—
|
|
—
|
|
(157
|
)
|
|||
Other activities
|
—
|
|
7
|
|
41
|
|
|||
Total Equity Attributable to Noncontrolling Interests
|
$
|
2,117
|
|
$
|
2,077
|
|
$
|
1,905
|
|
December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Cash and cash equivalents
|
$
|
6,480
|
|
$
|
9,077
|
|
$
|
6,102
|
|
Cash and cash equivalents included in assets held for sale
|
—
|
|
—
|
|
13
|
|
|||
Cash and cash equivalents included in other assets1
|
257
|
|
241
|
|
258
|
|
|||
Cash, cash equivalents, restricted cash and restricted cash equivalents
|
$
|
6,737
|
|
$
|
9,318
|
|
$
|
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
|
|
|||
Year Ended December 31, 2019
|
|
|
|
||||||
Concentrate operations
|
$
|
5,252
|
|
$
|
15,247
|
|
$
|
20,499
|
|
Finished product operations
|
6,463
|
|
10,304
|
|
16,767
|
|
|||
Total
|
$
|
11,715
|
|
$
|
25,551
|
|
$
|
37,266
|
|
Year Ended December 31, 2018
|
|
|
|
||||||
Concentrate operations
|
$
|
4,571
|
|
$
|
15,323
|
|
$
|
19,894
|
|
Finished product operations
|
6,773
|
|
7,633
|
|
14,406
|
|
|||
Total
|
$
|
11,344
|
|
$
|
22,956
|
|
$
|
34,300
|
|
|
Fair Value with Changes Recognized in Income
|
|
Measurement Alternative — No Readily Determinable Fair Value
|
|
||
December 31, 2019
|
|
|
||||
Marketable securities
|
$
|
329
|
|
$
|
—
|
|
Other investments
|
772
|
|
82
|
|
||
Other assets
|
1,118
|
|
—
|
|
||
Total equity securities
|
$
|
2,219
|
|
$
|
82
|
|
December 31, 2018
|
|
|
||||
Marketable securities
|
$
|
278
|
|
$
|
—
|
|
Other investments
|
787
|
|
80
|
|
||
Other assets
|
869
|
|
—
|
|
||
Total equity securities
|
$
|
1,934
|
|
$
|
80
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
||
Net gains (losses) recognized during the year related to equity securities
|
$
|
218
|
|
$
|
(250
|
)
|
Less: Net gains (losses) recognized during the year related to equity securities sold during the
year
|
27
|
|
8
|
|
||
Net unrealized gains (losses) recognized during the year related to equity securities still held
at the end of the year
|
$
|
191
|
|
$
|
(258
|
)
|
|
Year Ended
December 31, 2017
|
|
|
Gross gains
|
$
|
61
|
|
Gross losses
|
(19
|
)
|
|
Proceeds
|
275
|
|
|
|
Gross Unrealized
|
Estimated Fair Value
|
|
||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
||||||
December 31, 2019
|
|
|
|
|
||||||||
Trading securities
|
$
|
46
|
|
$
|
1
|
|
$
|
—
|
|
$
|
47
|
|
Available-for-sale securities
|
3,172
|
|
113
|
|
(4
|
)
|
3,281
|
|
||||
Total debt securities
|
$
|
3,218
|
|
$
|
114
|
|
$
|
(4
|
)
|
$
|
3,328
|
|
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
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
Trading Securities
|
|
Available-for-Sale Securities
|
|
|
Trading Securities
|
|
Available-for-Sale Securities
|
|
||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
123
|
|
|
$
|
—
|
|
$
|
—
|
|
Marketable securities
|
47
|
|
2,852
|
|
|
44
|
|
4,691
|
|
||||
Other assets
|
—
|
|
306
|
|
|
—
|
|
302
|
|
||||
Total debt securities
|
$
|
47
|
|
$
|
3,281
|
|
|
$
|
44
|
|
$
|
4,993
|
|
|
Cost
|
|
Estimated
Fair Value |
|
||
Within 1 year
|
$
|
1,943
|
|
$
|
1,982
|
|
After 1 year through 5 years
|
970
|
|
1,022
|
|
||
After 5 years through 10 years
|
72
|
|
84
|
|
||
After 10 years
|
187
|
|
193
|
|
||
Total
|
$
|
3,172
|
|
$
|
3,281
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
Gross gains
|
$
|
39
|
|
$
|
22
|
|
$
|
7
|
|
Gross losses
|
(8
|
)
|
(27
|
)
|
(13
|
)
|
|||
Proceeds
|
3,956
|
|
13,710
|
|
13,930
|
|
December 31,
|
2019
|
|
2018
|
|
||
Raw materials and packaging
|
$
|
2,180
|
|
$
|
2,025
|
|
Finished goods
|
851
|
|
773
|
|
||
Other
|
348
|
|
273
|
|
||
Total inventories
|
$
|
3,379
|
|
$
|
3,071
|
|
|
|
|
Fair Value1,2
|
||||||
Derivatives Designated as Hedging Instruments
|
Balance Sheet Location1
|
|
December 31,
2019 |
|
|
December 31,
2018 |
|
||
Assets:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
|
$
|
24
|
|
|
$
|
43
|
|
Foreign currency contracts
|
Other assets
|
|
91
|
|
|
114
|
|
||
Interest rate contracts
|
Prepaid expenses and other assets
|
|
10
|
|
|
—
|
|
||
Interest rate contracts
|
Other assets
|
|
427
|
|
|
88
|
|
||
Total assets
|
|
|
$
|
552
|
|
|
$
|
245
|
|
Liabilities:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
|
$
|
40
|
|
|
$
|
19
|
|
Foreign currency contracts
|
Other liabilities
|
|
48
|
|
|
15
|
|
||
Commodity contracts
|
Accounts payable and accrued expenses
|
|
—
|
|
|
1
|
|
||
Interest rate contracts
|
Other liabilities
|
|
21
|
|
|
40
|
|
||
Total liabilities
|
|
|
$
|
109
|
|
|
$
|
75
|
|
1
|
All of the Company's derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to Note 18 for the net presentation of the Company's derivative instruments.
|
2
|
Refer to Note 18 for additional information related to the estimated fair value.
|
|
|
|
Fair Value1,2
|
||||||
Derivatives Not Designated as Hedging Instruments
|
Balance Sheet Location1
|
|
December 31,
2019 |
|
|
December 31,
2018 |
|
||
Assets:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
|
$
|
13
|
|
|
$
|
61
|
|
Commodity contracts
|
Prepaid expenses and other assets
|
|
8
|
|
|
2
|
|
||
Commodity contracts
|
Other assets
|
|
2
|
|
|
—
|
|
||
Other derivative instruments
|
Prepaid expenses and other assets
|
|
12
|
|
|
7
|
|
||
Other derivative instruments
|
Other assets
|
|
1
|
|
|
—
|
|
||
Total assets
|
|
|
$
|
36
|
|
|
$
|
70
|
|
Liabilities:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
|
$
|
39
|
|
|
$
|
101
|
|
Commodity contracts
|
Accounts payable and accrued expenses
|
|
13
|
|
|
38
|
|
||
Commodity contracts
|
Other liabilities
|
|
1
|
|
|
8
|
|
||
Other derivative instruments
|
Accounts payable and accrued expenses
|
|
—
|
|
|
13
|
|
||
Total liabilities
|
|
|
$
|
53
|
|
|
$
|
160
|
|
1
|
All of the Company's derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to Note 18 for the net presentation of the Company's derivative instruments.
|
2
|
Refer to Note 18 for additional information related to the estimated fair value.
|
|
Gain (Loss)
Recognized
in OCI
|
|
|
Location of Gain (Loss) Recognized in Income1
|
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
|
Gain (Loss)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
2
|
|||
2019
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
(58
|
)
|
|
Net operating revenues
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
Foreign currency contracts
|
1
|
|
|
Cost of goods sold
|
|
11
|
|
|
—
|
|
|
|||
Foreign currency contracts
|
—
|
|
|
Interest expense
|
|
(9
|
)
|
|
—
|
|
|
|||
Foreign currency contracts
|
(97
|
)
|
|
Other income (loss) — net
|
|
(119
|
)
|
|
—
|
|
|
|||
Interest rate contracts
|
(47
|
)
|
|
Interest expense
|
|
(42
|
)
|
|
—
|
|
|
|||
Commodity contracts
|
1
|
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
|||
Total
|
$
|
(200
|
)
|
|
|
|
$
|
(162
|
)
|
|
$
|
—
|
|
|
2018
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
9
|
|
|
Net operating revenues
|
|
$
|
136
|
|
|
$
|
1
|
|
|
Foreign currency contracts
|
15
|
|
|
Cost of goods sold
|
|
8
|
|
|
(3
|
)
|
|
|||
Foreign currency contracts
|
—
|
|
|
Interest expense
|
|
(9
|
)
|
|
—
|
|
|
|||
Foreign currency contracts
|
23
|
|
|
Other income (loss) — net
|
|
(5
|
)
|
|
(4
|
)
|
|
|||
Interest rate contracts
|
22
|
|
|
Interest expense
|
|
(40
|
)
|
|
(8
|
)
|
|
|||
Commodity contracts
|
(1
|
)
|
|
Cost of goods sold
|
|
—
|
|
|
(5
|
)
|
|
|||
Total
|
$
|
68
|
|
|
|
|
$
|
90
|
|
|
$
|
(19
|
)
|
|
2017
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
(226
|
)
|
|
Net operating revenues
|
|
$
|
443
|
|
|
$
|
1
|
|
|
Foreign currency contracts
|
(26
|
)
|
|
Cost of goods sold
|
|
(2
|
)
|
|
—
|
|
3
|
|||
Foreign currency contracts
|
—
|
|
|
Interest expense
|
|
(9
|
)
|
|
—
|
|
|
|||
Foreign currency contracts
|
92
|
|
|
Other income (loss) — net
|
|
107
|
|
|
3
|
|
|
|||
Interest rate contracts
|
(22
|
)
|
|
Interest expense
|
|
(37
|
)
|
|
2
|
|
|
|||
Commodity contracts
|
(6
|
)
|
|
Cost of goods sold
|
|
(1
|
)
|
|
—
|
|
|
|||
Total
|
$
|
(188
|
)
|
|
|
|
$
|
501
|
|
|
$
|
6
|
|
|
Hedging Instruments and Hedged Items
|
Location of Gain (Loss) Recognized in Income
|
Gain (Loss)
Recognized in Income
|
|
|
2019
|
|
|
||
Interest rate contracts
|
Interest expense
|
$
|
368
|
|
Fixed-rate debt
|
Interest expense
|
(369
|
)
|
|
Net impact to interest expense
|
|
$
|
(1
|
)
|
Net impact of fair value hedging instruments
|
|
$
|
(1
|
)
|
2018
|
|
|
||
Interest rate contracts
|
Interest expense
|
$
|
34
|
|
Fixed-rate debt
|
Interest expense
|
(38
|
)
|
|
Net impact to interest expense
|
|
$
|
(4
|
)
|
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
|
)
|
2017
|
|
|
||
Interest rate contracts
|
Interest expense
|
$
|
(69
|
)
|
Fixed-rate debt
|
Interest expense
|
63
|
|
|
Net impact to interest expense
|
|
$
|
(6
|
)
|
Foreign currency contracts
|
Other income (loss) — net
|
$
|
(37
|
)
|
Available-for-sale securities
|
Other income (loss) — net
|
44
|
|
|
Net impact to other income (loss) — net
|
|
$
|
7
|
|
Net impact of fair value hedging instruments
|
|
$
|
1
|
|
|
Carrying Value of the Hedged Item
|
|
Cumulative Amount of Fair Value Hedging Adjustments Included in the Carrying Value of the Hedged Item1
|
||||||||||
Balance Sheet Location of Hedged Item
|
December 31,
2019 |
|
December 31,
2018 |
|
|
December 31,
2019 |
|
December 31,
2018 |
|
||||
Current maturities of long-term debt
|
$
|
1,004
|
|
$
|
—
|
|
|
$
|
5
|
|
$
|
—
|
|
Long-term debt
|
12,087
|
|
8,043
|
|
|
448
|
|
62
|
|
|
Notional Amount
|
|
Gain (Loss) Recognized in OCI
|
|||||||||||||
|
as of December 31,
|
|
Year Ended December 31,
|
|||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2017
|
|
|||||
Foreign currency contracts
|
$
|
—
|
|
$
|
—
|
|
|
$
|
51
|
|
$
|
(14
|
)
|
$
|
(7
|
)
|
Foreign currency denominated debt
|
12,334
|
|
12,494
|
|
|
144
|
|
653
|
|
(1,505
|
)
|
|||||
Total
|
$
|
12,334
|
|
$
|
12,494
|
|
|
$
|
195
|
|
$
|
639
|
|
$
|
(1,512
|
)
|
Derivatives Not Designated
as Hedging Instruments
|
Location of Gain (Loss) Recognized in Income
|
|
Gain (Loss) Recognized in Income
|
||||||||||
|
Year Ended December 31,
|
||||||||||||
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||||
Foreign currency contracts
|
Net operating revenues
|
|
$
|
(4
|
)
|
|
$
|
22
|
|
|
$
|
(30
|
)
|
Foreign currency contracts
|
Cost of goods sold
|
|
1
|
|
|
9
|
|
|
(1
|
)
|
|||
Foreign currency contracts
|
Other income (loss) — net
|
|
(66
|
)
|
|
(264
|
)
|
|
73
|
|
|||
Commodity contracts
|
Net operating revenues
|
|
—
|
|
|
—
|
|
|
16
|
|
|||
Commodity contracts
|
Cost of goods sold
|
|
(23
|
)
|
|
(25
|
)
|
|
15
|
|
|||
Commodity contracts
|
Selling, general and administrative expenses
|
|
—
|
|
|
—
|
|
|
1
|
|
|||
Interest rate contracts
|
Interest expense
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Other derivative instruments
|
Selling, general and administrative expenses
|
|
47
|
|
|
(18
|
)
|
|
46
|
|
|||
Other derivative instruments
|
Other income (loss) — net
|
|
48
|
|
|
(22
|
)
|
|
1
|
|
|||
Total
|
|
|
$
|
3
|
|
|
$
|
(299
|
)
|
|
$
|
121
|
|
Year Ended December 31,1
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Net operating revenues
|
$
|
75,980
|
|
|
$
|
75,482
|
|
|
$
|
73,343
|
|
Cost of goods sold
|
44,881
|
|
|
44,933
|
|
|
42,871
|
|
|||
Gross profit
|
$
|
31,099
|
|
|
$
|
30,549
|
|
|
$
|
30,472
|
|
Operating income
|
$
|
7,748
|
|
|
$
|
7,511
|
|
|
$
|
7,577
|
|
Consolidated net income
|
$
|
4,597
|
|
|
$
|
4,646
|
|
|
$
|
4,545
|
|
Less: Net income attributable to noncontrolling interests
|
63
|
|
|
101
|
|
|
120
|
|
|||
Net income attributable to common shareowners
|
$
|
4,534
|
|
|
$
|
4,545
|
|
|
$
|
4,425
|
|
Company equity income (loss) — net
|
$
|
1,049
|
|
|
$
|
1,008
|
|
|
$
|
1,072
|
|
December 31,
|
2019
|
|
2018
|
|
||
Current assets
|
$
|
25,654
|
|
$
|
23,249
|
|
Noncurrent assets
|
68,269
|
|
66,733
|
|
||
Total assets
|
$
|
93,923
|
|
$
|
89,982
|
|
Current liabilities
|
$
|
20,271
|
|
$
|
18,100
|
|
Noncurrent liabilities
|
31,321
|
|
29,144
|
|
||
Total liabilities
|
$
|
51,592
|
|
$
|
47,244
|
|
Equity attributable to shareowners of investees
|
$
|
41,203
|
|
$
|
41,558
|
|
Equity attributable to noncontrolling interests
|
1,128
|
|
1,180
|
|
||
Total equity
|
$
|
42,331
|
|
$
|
42,738
|
|
Company equity method investments
|
$
|
19,025
|
|
$
|
19,412
|
|
December 31, 2019
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Difference
|
|
|||
Monster Beverage Corporation
|
$
|
6,490
|
|
|
$
|
3,781
|
|
|
$
|
2,709
|
|
Coca-Cola European Partners plc
|
4,475
|
|
|
3,604
|
|
|
871
|
|
|||
Coca-Cola FEMSA, S.A.B. de C.V.
|
3,461
|
|
|
1,758
|
|
|
1,703
|
|
|||
Coca-Cola HBC AG
|
2,801
|
|
|
1,109
|
|
|
1,692
|
|
|||
Coca-Cola Amatil Limited
|
1,674
|
|
|
611
|
|
|
1,063
|
|
|||
Coca-Cola Bottlers Japan Holdings Inc.
|
866
|
|
|
765
|
|
|
101
|
|
|||
Coca-Cola Consolidated, Inc.
|
705
|
|
|
142
|
|
|
563
|
|
|||
Coca-Cola İçecek A.Ş.
|
347
|
|
|
210
|
|
|
137
|
|
|||
Embotelladora Andina S.A.
|
163
|
|
|
109
|
|
|
54
|
|
|||
Total
|
$
|
20,982
|
|
|
$
|
12,089
|
|
|
$
|
8,893
|
|
December 31,
|
2019
|
|
2018
|
|
||
Land
|
$
|
659
|
|
$
|
485
|
|
Buildings and improvements
|
4,576
|
|
4,322
|
|
||
Machinery and equipment
|
13,686
|
|
12,804
|
|
||
Property, plant and equipment — cost
|
18,921
|
|
17,611
|
|
||
Less: Accumulated depreciation
|
8,083
|
|
8,013
|
|
||
Property, plant and equipment — net
|
$
|
10,838
|
|
$
|
9,598
|
|
December 31,
|
2019
|
|
2018
|
|
||
Trademarks1
|
$
|
9,266
|
|
$
|
6,682
|
|
Bottlers' franchise rights
|
109
|
|
51
|
|
||
Goodwill1
|
16,764
|
|
14,109
|
|
||
Other
|
110
|
|
106
|
|
||
Indefinite-lived intangible assets
|
$
|
26,249
|
|
$
|
20,948
|
|
|
Europe, Middle East & Africa
|
|
Latin
America
|
|
North
America
|
|
Asia Pacific
|
|
Global Ventures
|
|
Bottling
Investments
|
|
Total
|
|
|||||||
2018
|
|
|
|
|
|
|
|
||||||||||||||
Balance at beginning of year
|
$
|
689
|
|
$
|
150
|
|
$
|
7,954
|
|
$
|
143
|
|
$
|
411
|
|
$
|
4,302
|
|
$
|
13,649
|
|
Effect of foreign currency translation
|
(58
|
)
|
(9
|
)
|
—
|
|
(4
|
)
|
—
|
|
(202
|
)
|
(273
|
)
|
|||||||
Acquisitions1
|
12
|
|
—
|
|
—
|
|
13
|
|
—
|
|
773
|
|
798
|
|
|||||||
Purchase accounting adjustments1,2
|
408
|
|
27
|
|
(11
|
)
|
—
|
|
3
|
|
(487
|
)
|
(60
|
)
|
|||||||
Divestitures, deconsolidations and
other1
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
(5
|
)
|
|||||||
Balance at end of year
|
$
|
1,051
|
|
$
|
168
|
|
$
|
7,943
|
|
$
|
152
|
|
$
|
414
|
|
$
|
4,381
|
|
$
|
14,109
|
|
2019
|
|
|
|
|
|
|
|
||||||||||||||
Balance at beginning of year
|
$
|
1,051
|
|
$
|
168
|
|
$
|
7,943
|
|
$
|
152
|
|
$
|
414
|
|
$
|
4,381
|
|
$
|
14,109
|
|
Effect of foreign currency translation
|
(8
|
)
|
2
|
|
—
|
|
1
|
|
1
|
|
79
|
|
75
|
|
|||||||
Acquisitions1
|
141
|
|
—
|
|
—
|
|
—
|
|
2,505
|
|
173
|
|
2,819
|
|
|||||||
Purchase accounting adjustments1,3
|
110
|
|
—
|
|
—
|
|
17
|
|
(114
|
)
|
(252
|
)
|
(239
|
)
|
|||||||
Balance at end of year
|
$
|
1,294
|
|
$
|
170
|
|
$
|
7,943
|
|
$
|
170
|
|
$
|
2,806
|
|
$
|
4,381
|
|
$
|
16,764
|
|
1
|
For information related to the Company's acquisitions and divestitures, refer to Note 2.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
Gross Carrying Value
|
|
Accumulated Amortization
|
|
Net
Carrying
Value
|
|
|
Gross Carrying
Value
|
|
Accumulated Amortization
|
|
Net
Carrying
Value
|
|
||||||
Customer relationships
|
$
|
344
|
|
$
|
(177
|
)
|
$
|
167
|
|
|
$
|
290
|
|
$
|
(151
|
)
|
$
|
139
|
|
Bottlers' franchise rights
|
341
|
|
(94
|
)
|
247
|
|
|
396
|
|
(18
|
)
|
378
|
|
||||||
Trademarks
|
177
|
|
(99
|
)
|
78
|
|
|
186
|
|
(91
|
)
|
95
|
|
||||||
Other
|
55
|
|
(30
|
)
|
25
|
|
|
88
|
|
(61
|
)
|
27
|
|
||||||
Total
|
$
|
917
|
|
$
|
(400
|
)
|
$
|
517
|
|
|
$
|
960
|
|
$
|
(321
|
)
|
$
|
639
|
|
|
|
Amortization
Expense
|
|
|
2020
|
|
$
|
180
|
|
2021
|
|
112
|
|
|
2022
|
|
56
|
|
|
2023
|
|
52
|
|
|
2024
|
|
40
|
|
December 31,
|
2019
|
|
|
2018
|
|
||
Accounts payable
|
$
|
3,804
|
|
1
|
$
|
2,719
|
|
Accrued marketing expenses
|
2,059
|
|
|
1,787
|
|
||
Other accrued expenses
|
3,835
|
|
|
3,560
|
|
||
Accrued compensation
|
1,021
|
|
|
918
|
|
||
Accrued sales, payroll and other taxes
|
442
|
|
|
362
|
|
||
Container deposits
|
151
|
|
|
187
|
|
||
Accounts payable and accrued expenses
|
$
|
11,312
|
|
|
$
|
9,533
|
|
|
December 31,
2019 |
|
|
Operating lease ROU assets1
|
$
|
1,372
|
|
Current portion of operating lease liabilities2
|
$
|
281
|
|
Noncurrent portion of operating lease liabilities3
|
1,111
|
|
|
Total operating lease liabilities
|
$
|
1,392
|
|
Weighted-average remaining lease term
|
7 years
|
|
Weighted-average discount rate
|
3
|
%
|
2020
|
$
|
297
|
|
2021
|
260
|
|
|
2022
|
221
|
|
|
2023
|
179
|
|
|
2024
|
144
|
|
|
Thereafter
|
444
|
|
|
Total operating lease payments
|
$
|
1,545
|
|
Less: Imputed interest
|
153
|
|
|
Total operating lease liabilities
|
$
|
1,392
|
|
2019
|
$
|
156
|
|
2020
|
87
|
|
|
2021
|
72
|
|
|
2022
|
63
|
|
|
2023
|
45
|
|
|
Thereafter
|
102
|
|
|
Total minimum operating lease payments
|
$
|
525
|
|
•
|
€750 million total principal amount of notes due March 8, 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 September 22, 2022, at a fixed interest rate of 0.125 percent;
|
•
|
€1,000 million total principal amount of notes due September 22, 2026, at a fixed interest rate of 0.75 percent;
|
•
|
€750 million total principal amount of notes due March 8, 2031, at a fixed interest rate of 1.25 percent;
|
•
|
$1,000 million total principal amount of notes due September 6, 2024, at a fixed interest rate of 1.75 percent; and
|
•
|
$1,000 million total principal amount of notes due September 6, 2029, at a fixed interest rate of 2.125 percent.
|
•
|
€1,500 million total principal amount of notes due March 8, 2019, at a variable interest rate equal to the three month EURIBOR plus 0.25 percent;
|
•
|
€2,000 million total principal amount of notes due September 9, 2019, at a variable interest rate equal to the three month EURIBOR plus 0.23 percent; and
|
•
|
$1,000 million total principal amount of notes due May 30, 2019, at a fixed interest rate of 1.375 percent.
|
•
|
$26 million total principal amount of debentures due January 29, 2018, at a fixed interest rate of 9.66 percent;
|
•
|
$750 million total principal amount of notes due March 14, 2018, at a fixed interest rate of 1.65 percent;
|
•
|
$1,250 million total principal amount of notes due April 1, 2018, at a fixed interest rate of 1.15 percent; and
|
•
|
$1,250 million total principal amount of notes due November 1, 2018, at a fixed interest rate of 1.65 percent.
|
•
|
$500 million total principal amount of notes due May 25, 2022, at a fixed interest rate of 2.20 percent;
|
•
|
$500 million total principal amount of notes due May 25, 2027, at a fixed interest rate of 2.90 percent;
|
•
|
€1,500 million total principal amount of notes due March 8, 2019, at a variable interest rate equal to the three month EURIBOR plus 0.25 percent;
|
•
|
€500 million total principal amount of notes due March 9, 2021, at a fixed interest rate of 0.00 percent; and
|
•
|
€500 million total principal amount of notes due March 8, 2024, at a fixed interest rate of 0.50 percent.
|
•
|
€2,000 million total principal amount of notes due March 9, 2017, at a variable interest rate equal to the three month EURIBOR plus 0.15 percent;
|
•
|
$206 million total principal amount of notes due August 1, 2017, at a fixed interest rate of 7.125 percent;
|
•
|
$750 million total principal amount of notes due October 27, 2017, at a fixed interest rate of 0.875 percent; and
|
•
|
$225 million total principal amount of notes due November 16, 2017, at a variable interest rate equal to the three month London Interbank Offered Rate ("LIBOR") plus 0.05 percent; and
|
•
|
SFr200 million total principal amount of notes due October 2, 2017, at a fixed interest rate of 0.00 percent.
|
•
|
$95.6 million total principal amount of notes due August 15, 2019, at a fixed interest rate of 4.50 percent;
|
•
|
$38.6 million total principal amount of notes due February 1, 2022, at a fixed interest rate of 8.50 percent;
|
•
|
$11.7 million total principal amount of notes due September 15, 2022, at a fixed interest rate of 8.00 percent;
|
•
|
$36.5 million total principal amount of notes due September 15, 2023, at a fixed interest rate of 6.75 percent;
|
•
|
$9.9 million total principal amount of notes due October 1, 2026, at a fixed interest rate of 7.00 percent;
|
•
|
$53.8 million total principal amount of notes due November 15, 2026, at a fixed interest rate of 6.95 percent;
|
•
|
$41.3 million total principal amount of notes due September 15, 2028, at a fixed interest rate of 6.75 percent;
|
•
|
$32.0 million total principal amount of notes due October 15, 2036, at a fixed interest rate of 6.70 percent;
|
•
|
$3.4 million total principal amount of notes due March 18, 2037, at a fixed interest rate of 5.71 percent;
|
•
|
$24.3 million total principal amount of notes due January 15, 2038, at a fixed interest rate of 6.75 percent; and
|
•
|
$4.7 million total principal amount of notes due May 15, 2098, at a fixed interest rate of 7.00 percent.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
Amount
|
|
|
Average
Rate 1
|
|
|
Amount
|
|
|
Average
Rate1
|
|
||
U.S. dollar notes due 2020–2093
|
$
|
14,621
|
|
|
2.4
|
%
|
|
$
|
13,619
|
|
|
2.6
|
%
|
U.S. dollar debentures due 2022–2098
|
1,366
|
|
|
4.9
|
|
|
1,390
|
|
|
5.2
|
|
||
U.S. dollar zero coupon notes due 20202
|
168
|
|
|
8.4
|
|
|
163
|
|
|
8.4
|
|
||
Australian dollar notes due 2020–2024
|
677
|
|
|
2.4
|
|
|
723
|
|
|
2.2
|
|
||
Euro notes due 2021–2036
|
12,807
|
|
|
0.5
|
|
|
12,994
|
|
|
0.6
|
|
||
Swiss franc notes due 2022–2028
|
1,129
|
|
|
3.7
|
|
|
1,128
|
|
|
3.6
|
|
||
Other, due through 20983
|
548
|
|
|
6.2
|
|
|
300
|
|
|
4.0
|
|
||
Fair value adjustments4
|
453
|
|
|
N/A
|
|
|
62
|
|
|
N/A
|
|
||
Total5,6
|
31,769
|
|
|
1.9
|
%
|
|
30,379
|
|
|
1.9
|
%
|
||
Less: Current portion
|
4,253
|
|
|
|
|
|
5,003
|
|
|
|
|
||
Long-term debt
|
$
|
27,516
|
|
|
|
|
|
$
|
25,376
|
|
|
|
|
1
|
Rates represent the weighted-average effective interest rate on the balances outstanding as of year end, as adjusted for the effects of interest rate swap agreements, cross-currency swap agreements and fair value adjustments, if applicable. Refer to Note 6 for a more detailed discussion on interest rate management.
|
2
|
Amount is shown net of unamortized discounts of $3 million and $8 million as of December 31, 2019 and 2018, respectively.
|
3
|
As of December 31, 2019, the amount shown includes $409 million of debt instruments and finance leases that are due through 2031.
|
4
|
Amount represents changes in fair value due to changes in benchmark interest rates. Refer to Note 6 for additional information about our fair value hedging strategy.
|
5
|
As of December 31, 2019 and 2018, the fair value of our long-term debt, including the current portion, was $32,725 million and $30,456 million, respectively.
|
6
|
The above notes and debentures include various restrictions, none of which is presently significant to our Company.
|
|
Maturities of
Long-Term Debt
|
|
|
2020
|
$
|
4,253
|
|
2021
|
3,767
|
|
|
2022
|
3,788
|
|
|
2023
|
4,097
|
|
|
2024
|
1,974
|
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Fair value of stock options on grant date
|
$
|
4.94
|
|
|
$
|
4.97
|
|
|
$
|
3.98
|
|
Dividend yield1
|
3.5
|
%
|
|
3.5
|
%
|
|
3.6
|
%
|
|||
Expected volatility2
|
15.5
|
%
|
|
15.5
|
%
|
|
15.5
|
%
|
|||
Risk-free interest rate3
|
2.6
|
%
|
|
2.8
|
%
|
|
2.2
|
%
|
|||
Expected term of stock options4
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
1
|
The dividend yield is the calculated yield on the Company's stock on the grant date.
|
2
|
The expected volatility is based on implied volatilities from traded options on the Company's stock, historical volatility of the Company's stock and other factors.
|
3
|
The risk-free interest rate for the period matching the expected term of the stock options is based on the U.S. Treasury yield curve in effect on the grant date.
|
4
|
The expected term of the stock options represents the period of time that options granted are expected to be outstanding and is derived by analyzing historical exercise behavior.
|
|
Shares
(In millions)
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted-Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
(In millions)
|
|
||
Outstanding on January 1, 2019
|
133
|
|
|
$
|
36.74
|
|
|
|
|
|
|
|
Granted
|
8
|
|
|
45.46
|
|
|
|
|
|
|
||
Exercised
|
(34
|
)
|
|
33.29
|
|
|
|
|
|
|
||
Forfeited/expired
|
(2
|
)
|
|
42.88
|
|
|
|
|
|
|
||
Outstanding on December 31, 2019
|
105
|
|
|
$
|
38.43
|
|
|
4.41 years
|
|
$
|
1,785
|
|
Expected to vest
|
104
|
|
|
$
|
38.37
|
|
|
4.37 years
|
|
$
|
1,773
|
|
Exercisable on December 31, 2019
|
89
|
|
|
$
|
37.33
|
|
|
3.69 years
|
|
$
|
1,599
|
|
1
|
Represents the target amount of performance share units converted into restricted stock units for the 2016-2018 performance period. The vesting of restricted stock units is subject to the terms of the performance share unit agreements.
|
2
|
The outstanding performance share units and growth share units as of December 31, 2019 at the threshold award and maximum award levels were 2.6 million and 14.2 million, respectively.
|
|
Restricted
Stock Units (In thousands) |
|
Weighted-
Average Grant Date Fair Value |
|
|
Nonvested on January 1, 2019
|
2,591
|
|
$
|
36.24
|
|
Conversions from performance share units
|
3,355
|
|
39.70
|
|
|
Vested and released
|
(2,575
|
)
|
36.12
|
|
|
Canceled/forfeited
|
(176
|
)
|
39.37
|
|
|
Nonvested on December 31, 2019
|
3,195
|
|
$
|
39.70
|
|
|
Restricted Stock and Restricted Stock Units
(In thousands)
|
|
Weighted-Average
Grant Date
Fair Value
|
|
|
Nonvested on January 1, 2019
|
3,422
|
|
$
|
40.31
|
|
Granted
|
1,615
|
|
42.31
|
|
|
Vested and released
|
(528
|
)
|
42.35
|
|
|
Forfeited/expired
|
(455
|
)
|
41.41
|
|
|
Nonvested on December 31, 2019
|
4,054
|
|
$
|
40.73
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||
Benefit obligation at beginning of year1
|
$
|
8,015
|
|
$
|
9,469
|
|
|
$
|
719
|
|
$
|
795
|
|
Service cost
|
104
|
|
124
|
|
|
9
|
|
11
|
|
||||
Interest cost
|
291
|
|
296
|
|
|
28
|
|
25
|
|
||||
Participant contributions2
|
1
|
|
1
|
|
|
20
|
|
9
|
|
||||
Foreign currency exchange rate changes
|
(28
|
)
|
(112
|
)
|
|
(2
|
)
|
(7
|
)
|
||||
Amendments
|
(1
|
)
|
1
|
|
|
—
|
|
(8
|
)
|
||||
Net actuarial loss (gain)
|
931
|
|
(470
|
)
|
|
71
|
|
(35
|
)
|
||||
Benefits paid3
|
(537
|
)
|
(358
|
)
|
|
(86
|
)
|
(70
|
)
|
||||
Business combinations4
|
—
|
|
60
|
|
|
—
|
|
1
|
|
||||
Divestitures
|
—
|
|
(11
|
)
|
|
—
|
|
—
|
|
||||
Settlements5
|
(19
|
)
|
(932
|
)
|
|
—
|
|
—
|
|
||||
Curtailments5
|
(2
|
)
|
(63
|
)
|
|
(2
|
)
|
—
|
|
||||
Special termination benefits5
|
1
|
|
7
|
|
|
—
|
|
—
|
|
||||
Other
|
1
|
|
3
|
|
|
—
|
|
(2
|
)
|
||||
Benefit obligation at end of year1
|
$
|
8,757
|
|
$
|
8,015
|
|
|
$
|
757
|
|
$
|
719
|
|
Fair value of plan assets at beginning of year
|
$
|
7,429
|
|
$
|
8,866
|
|
|
$
|
289
|
|
$
|
288
|
|
Actual return on plan assets
|
1,111
|
|
(269
|
)
|
|
38
|
|
(5
|
)
|
||||
Employer contributions
|
36
|
|
107
|
|
|
—
|
|
—
|
|
||||
Participant contributions2
|
1
|
|
1
|
|
|
15
|
|
9
|
|
||||
Foreign currency exchange rate changes
|
(26
|
)
|
(131
|
)
|
|
—
|
|
—
|
|
||||
Benefits paid
|
(453
|
)
|
(287
|
)
|
|
(3
|
)
|
(3
|
)
|
||||
Business combinations4
|
—
|
|
30
|
|
|
—
|
|
—
|
|
||||
Divestitures
|
—
|
|
(1
|
)
|
|
—
|
|
—
|
|
||||
Settlements5
|
(18
|
)
|
(892
|
)
|
|
—
|
|
—
|
|
||||
Other
|
—
|
|
5
|
|
|
—
|
|
—
|
|
||||
Fair value of plan assets at end of year
|
$
|
8,080
|
|
$
|
7,429
|
|
|
$
|
339
|
|
$
|
289
|
|
Net liability recognized
|
$
|
(677
|
)
|
$
|
(586
|
)
|
|
$
|
(418
|
)
|
$
|
(430
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
December 31,
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||
Other assets
|
$
|
998
|
|
$
|
813
|
|
|
$
|
—
|
|
$
|
—
|
|
Accounts payable and accrued expenses
|
(72
|
)
|
(70
|
)
|
|
(21
|
)
|
(21
|
)
|
||||
Other liabilities
|
(1,603
|
)
|
(1,329
|
)
|
|
(397
|
)
|
(409
|
)
|
||||
Net liability recognized
|
$
|
(677
|
)
|
$
|
(586
|
)
|
|
$
|
(418
|
)
|
$
|
(430
|
)
|
December 31,
|
2019
|
|
2018
|
|
||
Projected benefit obligations
|
$
|
7,194
|
|
$
|
6,562
|
|
Fair value of plan assets
|
5,515
|
|
5,163
|
|
December 31,
|
2019
|
|
2018
|
|
||
Accumulated benefit obligations
|
$
|
7,052
|
|
$
|
6,451
|
|
Fair value of plan assets
|
5,485
|
|
5,157
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||
December 31,
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||
Cash and cash equivalents
|
$
|
364
|
|
$
|
310
|
|
|
$
|
377
|
|
$
|
173
|
|
Equity securities:
|
|
|
|
|
|
||||||||
U.S.-based companies
|
1,231
|
|
1,116
|
|
|
673
|
|
644
|
|
||||
International-based companies
|
770
|
|
659
|
|
|
617
|
|
462
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
||||||||
Government bonds
|
263
|
|
192
|
|
|
273
|
|
271
|
|
||||
Corporate bonds and debt securities
|
899
|
|
745
|
|
|
65
|
|
90
|
|
||||
Mutual, pooled and commingled funds1
|
279
|
|
238
|
|
|
619
|
|
637
|
|
||||
Hedge funds/limited partnerships
|
652
|
|
785
|
|
|
37
|
|
43
|
|
||||
Real estate
|
337
|
|
385
|
|
|
5
|
|
6
|
|
||||
Other
|
354
|
|
412
|
|
|
265
|
|
261
|
|
||||
Total pension plan assets2
|
$
|
5,149
|
|
$
|
4,842
|
|
|
$
|
2,931
|
|
$
|
2,587
|
|
(1)
|
optimize the long-term return on plan assets at an acceptable level of risk;
|
(2)
|
maintain a broad diversification across asset classes and among investment managers; and
|
(3)
|
maintain careful control of the risk level within each asset class.
|
December 31,
|
2019
|
|
2018
|
|
||
Cash and cash equivalents
|
$
|
57
|
|
$
|
73
|
|
Equity securities:
|
|
|
||||
U.S.-based companies
|
124
|
|
93
|
|
||
International-based companies
|
9
|
|
7
|
|
||
Fixed-income securities:
|
|
|
||||
Government bonds
|
3
|
|
2
|
|
||
Corporate bonds and debt securities
|
47
|
|
16
|
|
||
Mutual, pooled and commingled funds
|
84
|
|
82
|
|
||
Hedge funds/limited partnerships
|
7
|
|
8
|
|
||
Real estate
|
4
|
|
4
|
|
||
Other
|
4
|
|
4
|
|
||
Total other postretirement benefit plan assets1
|
$
|
339
|
|
$
|
289
|
|
1
|
Fair value disclosures related to our other postretirement benefit plan assets are included in Note 18. Fair value disclosures include, but are not limited to, the levels within the fair value hierarchy in which the fair value measurements in their entirety fall and information about the valuation techniques and inputs used to measure the fair value of our other postretirement benefit plan assets.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|
2019
|
|
2018
|
|
2017
|
|
||||||
Service cost
|
$
|
104
|
|
$
|
124
|
|
$
|
197
|
|
|
$
|
9
|
|
$
|
11
|
|
$
|
17
|
|
Interest cost
|
291
|
|
296
|
|
306
|
|
|
28
|
|
25
|
|
29
|
|
||||||
Expected return on plan assets1
|
(552
|
)
|
(650
|
)
|
(650
|
)
|
|
(13
|
)
|
(13
|
)
|
(12
|
)
|
||||||
Amortization of prior service credit
|
(4
|
)
|
(3
|
)
|
—
|
|
|
(2
|
)
|
(14
|
)
|
(18
|
)
|
||||||
Amortization of net actuarial loss2
|
151
|
|
128
|
|
175
|
|
|
2
|
|
3
|
|
8
|
|
||||||
Net periodic benefit cost (income)
|
(10
|
)
|
(105
|
)
|
28
|
|
|
24
|
|
12
|
|
24
|
|
||||||
Settlement charges3
|
6
|
|
240
|
|
228
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailment charges (credits)3
|
—
|
|
5
|
|
4
|
|
|
(2
|
)
|
(4
|
)
|
(79
|
)
|
||||||
Special termination benefits3
|
1
|
|
7
|
|
106
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Other
|
1
|
|
—
|
|
1
|
|
|
—
|
|
(1
|
)
|
—
|
|
||||||
Total cost (income) recognized in
consolidated statements of income
|
$
|
(2
|
)
|
$
|
147
|
|
$
|
367
|
|
|
$
|
22
|
|
$
|
7
|
|
$
|
(55
|
)
|
1
|
The Company has elected to use the actual fair value of plan assets as the market-related value of assets in the determination of the expected return on plan assets.
|
2
|
Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to 10 percent of the greater of the benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are generally amortized over the average future working lifetime of the plan participants.
|
3
|
Settlements, curtailments and special termination benefits were primarily related to our productivity and reinvestment program and the refranchising of certain of our North America bottling operations. Refer to Note 2 and Note 20.
|
|
Pension Benefits
|
|
Other Benefits
|
|
||||||||||||
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2019
|
|
|
2018
|
|
|
||||
Balance in AOCI at beginning of year
|
$
|
(2,482
|
)
|
|
$
|
(2,493
|
)
|
|
$
|
(15
|
)
|
|
$
|
(26
|
)
|
|
Recognized prior service cost (credit)
|
(4
|
)
|
|
1
|
|
3
|
(4
|
)
|
5
|
(18
|
)
|
6
|
||||
Recognized net actuarial loss
|
157
|
|
1
|
369
|
|
4
|
2
|
|
|
3
|
|
|
||||
Prior service credit (cost) occurring during the year
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
8
|
|
|
||||
Net actuarial (loss) gain occurring during the year
|
(370
|
)
|
2
|
(386
|
)
|
3
|
(44
|
)
|
5
|
17
|
|
|
||||
Impact of divestitures
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
||||
Foreign currency translation gain
|
20
|
|
|
24
|
|
|
2
|
|
|
1
|
|
|
||||
Balance in AOCI at end of year
|
$
|
(2,678
|
)
|
|
$
|
(2,482
|
)
|
|
$
|
(59
|
)
|
|
$
|
(15
|
)
|
|
1
|
Includes $6 million of recognized net actuarial loss due to the impact of settlements.
|
2
|
Includes $2 million of net actuarial gain occurring during the year due to the impact of curtailments.
|
3
|
Includes $4 million of recognized prior service cost and $63 million of net actuarial gain occurring during the year due to the impact of curtailments.
|
4
|
Includes $240 million of recognized net actuarial loss due to the impact of settlements.
|
5
|
Includes $2 million of recognized prior service credit and $2 million of net actuarial gain occurring during the year due to the impact of curtailments.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
December 31,
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||
Prior service credit (cost)
|
$
|
(12
|
)
|
$
|
(12
|
)
|
|
$
|
23
|
|
$
|
28
|
|
Net actuarial loss
|
(2,666
|
)
|
(2,470
|
)
|
|
(82
|
)
|
(43
|
)
|
||||
Balance in AOCI at end of year
|
$
|
(2,678
|
)
|
$
|
(2,482
|
)
|
|
$
|
(59
|
)
|
$
|
(15
|
)
|
|
Pension Benefits
|
Other Benefits
|
|
|||
Amortization of prior service credit
|
$
|
—
|
|
$
|
(2
|
)
|
Amortization of net actuarial loss
|
171
|
|
5
|
|
||
Total
|
$
|
171
|
|
$
|
3
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||
December 31,
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
Discount rate
|
3.25
|
%
|
4.00
|
%
|
|
3.50
|
%
|
4.25
|
%
|
Rate of increase in compensation levels
|
3.75
|
%
|
3.75
|
%
|
|
N/A
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|
2019
|
|
2018
|
|
2017
|
|
Discount rate
|
4.00
|
%
|
3.50
|
%
|
4.00
|
%
|
|
4.25
|
%
|
3.50
|
%
|
4.00
|
%
|
Rate of increase in compensation levels
|
3.75
|
%
|
3.50
|
%
|
3.75
|
%
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Expected long-term rate of return on plan assets
|
7.75
|
%
|
8.00
|
%
|
8.00
|
%
|
|
4.50
|
%
|
4.50
|
%
|
4.75
|
%
|
December 31,
|
2019
|
|
2018
|
|
Health care cost trend rate assumed for next year
|
6.75
|
%
|
7.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.25
|
%
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2025
|
|
2023
|
|
Year Ended December 31,
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025–2029
|
|
||||||
Pension benefit payments
|
$
|
462
|
|
$
|
468
|
|
$
|
476
|
|
$
|
485
|
|
$
|
498
|
|
$
|
2,543
|
|
Other benefit payments1
|
60
|
|
58
|
|
56
|
|
54
|
|
52
|
|
240
|
|
||||||
Total estimated benefit payments
|
$
|
522
|
|
$
|
526
|
|
$
|
532
|
|
$
|
539
|
|
$
|
550
|
|
$
|
2,783
|
|
1
|
The expected benefit payments for our other postretirement benefit plans are net of estimated federal subsidies expected to be received under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. Federal subsidies are estimated to be $3 million for the period 2020–2024 and $2 million for the period 2025–2029.
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|||
United States
|
$
|
3,249
|
|
|
$
|
888
|
|
|
$
|
(690
|
)
|
1
|
International
|
7,537
|
|
|
7,337
|
|
|
7,580
|
|
|
|||
Total
|
$
|
10,786
|
|
|
$
|
8,225
|
|
|
$
|
6,890
|
|
|
|
United States
|
|
|
State and Local
|
|
|
International
|
|
|
Total
|
|
||||
2019
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
508
|
|
|
$
|
94
|
|
|
$
|
1,479
|
|
|
$
|
2,081
|
|
Deferred
|
(65
|
)
|
|
52
|
|
|
(267
|
)
|
|
(280
|
)
|
||||
2018
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
591
|
|
1
|
$
|
145
|
|
|
$
|
1,426
|
|
|
$
|
2,162
|
|
Deferred
|
(386
|
)
|
1
|
(81
|
)
|
1
|
54
|
|
1
|
(413
|
)
|
||||
2017
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
5,438
|
|
2
|
$
|
121
|
|
|
$
|
1,300
|
|
|
$
|
6,859
|
|
Deferred
|
(1,783
|
)
|
2,3
|
14
|
|
|
517
|
|
2
|
(1,252
|
)
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
Statutory U.S. federal tax rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
|
State and local income taxes — net of federal benefit
|
0.9
|
|
|
1.5
|
|
|
1.1
|
|
|
Earnings in jurisdictions taxed at rates different from the statutory U.S.
federal tax rate
|
1.1
|
|
1,2,3
|
3.1
|
|
5,6
|
(9.5
|
)
|
|
Equity income or loss
|
(1.6
|
)
|
|
(2.5
|
)
|
|
(3.3
|
)
|
|
Tax Reform Act
|
—
|
|
|
0.1
|
|
7
|
52.4
|
|
8
|
Excess tax benefits on stock-based compensation
|
(0.9
|
)
|
|
(1.3
|
)
|
|
(1.9
|
)
|
|
Other — net
|
(3.8
|
)
|
4
|
(0.6
|
)
|
|
7.6
|
|
9,10
|
Effective tax rate
|
16.7
|
%
|
|
21.3
|
%
|
|
81.4
|
%
|
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Balance of unrecognized tax benefits at the beginning of year
|
$
|
336
|
|
|
$
|
331
|
|
|
$
|
302
|
|
Increase related to prior period tax positions
|
204
|
|
1
|
11
|
|
|
18
|
|
|||
Decrease related to prior period tax positions
|
—
|
|
|
(2
|
)
|
|
(13
|
)
|
|||
Increase related to current period tax positions
|
29
|
|
|
17
|
|
|
13
|
|
|||
Decrease related to settlements with taxing authorities
|
(174
|
)
|
2
|
(4
|
)
|
|
—
|
|
|||
Increase (decrease) due to effect of foreign currency exchange rate changes
|
(3
|
)
|
|
(17
|
)
|
|
11
|
|
|||
Balance of unrecognized tax benefits at the end of year
|
$
|
392
|
|
|
$
|
336
|
|
|
$
|
331
|
|
December 31,
|
2019
|
|
|
2018
|
|
||
Deferred tax assets:
|
|
|
|
||||
Property, plant and equipment
|
$
|
53
|
|
|
$
|
64
|
|
Trademarks and other intangible assets
|
2,267
|
|
|
2,540
|
|
||
Equity method investments (including foreign currency translation adjustments)
|
372
|
|
|
315
|
|
||
Derivative financial instruments
|
389
|
|
|
322
|
|
||
Other liabilities
|
1,066
|
|
|
791
|
|
||
Benefit plans
|
880
|
|
|
881
|
|
||
Net operating/capital loss carryforwards
|
259
|
|
|
341
|
|
||
Other
|
311
|
|
|
230
|
|
||
Gross deferred tax assets
|
5,597
|
|
|
5,484
|
|
||
Valuation allowances
|
(303
|
)
|
|
(419
|
)
|
||
Total deferred tax assets
|
$
|
5,294
|
|
|
$
|
5,065
|
|
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
$
|
(877
|
)
|
|
$
|
(922
|
)
|
Trademarks and other intangible assets
|
(1,533
|
)
|
|
(1,179
|
)
|
||
Equity method investments (including foreign currency translation adjustments)
|
(1,667
|
)
|
|
(1,707
|
)
|
||
Derivative financial instruments
|
(348
|
)
|
|
(162
|
)
|
||
Other liabilities
|
(351
|
)
|
|
(67
|
)
|
||
Benefit plans
|
(286
|
)
|
|
(255
|
)
|
||
Other
|
(104
|
)
|
|
(453
|
)
|
||
Total deferred tax liabilities
|
$
|
(5,166
|
)
|
|
$
|
(4,745
|
)
|
Net deferred tax assets
|
$
|
128
|
|
|
$
|
320
|
|
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
2017
|
|
|||
Balance at beginning of year
|
$
|
419
|
|
|
$
|
519
|
|
|
$
|
530
|
|
Additions
|
148
|
|
|
83
|
|
|
202
|
|
|||
Deductions
|
(264
|
)
|
|
(183
|
)
|
|
(213
|
)
|
|||
Balance at end of year
|
$
|
303
|
|
|
$
|
419
|
|
|
$
|
519
|
|
December 31,
|
2019
|
|
|
2018
|
|
||
Foreign currency translation adjustments1
|
$
|
(11,270
|
)
|
|
$
|
(11,045
|
)
|
Accumulated derivative net gains (losses)1,2
|
(209
|
)
|
|
(126
|
)
|
||
Unrealized net gains (losses) on available-for-sale securities1
|
75
|
|
|
50
|
|
||
Adjustments to pension and other benefit liabilities1
|
(2,140
|
)
|
|
(1,693
|
)
|
||
Accumulated other comprehensive income (loss)
|
$
|
(13,544
|
)
|
|
$
|
(12,814
|
)
|
1
|
The change in the balance from December 31, 2018 includes a portion of a $558 million reclassification to reinvested earnings from AOCI upon the adoption of ASU 2018-02. Refer to Note 1.
|
2
|
The change in the balance from December 31, 2018 includes a $6 million reclassification to reinvested earnings from AOCI upon the adoption of ASU 2017-12. Refer to Note 6.
|
|
Year Ended December 31, 2019
|
||||||||
|
Shareowners of
The Coca-Cola Company
|
|
Noncontrolling
Interests
|
|
Total
|
|
|||
Consolidated net income
|
$
|
8,920
|
|
$
|
65
|
|
$
|
8,985
|
|
Other comprehensive income:
|
|
|
|
||||||
Net foreign currency translation adjustments
|
29
|
|
45
|
|
74
|
|
|||
Net gains (losses) on derivatives1
|
(54
|
)
|
—
|
|
(54
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale debt
securities2
|
18
|
|
—
|
|
18
|
|
|||
Net change in pension and other benefit liabilities3
|
(159
|
)
|
—
|
|
(159
|
)
|
|||
Total comprehensive income
|
$
|
8,754
|
|
$
|
110
|
|
$
|
8,864
|
|
|
Before-Tax Amount
|
|
Income Tax
|
|
After-Tax Amount
|
|
|||
2019
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
||||||
Translation adjustments arising during the year
|
$
|
52
|
|
$
|
(54
|
)
|
$
|
(2
|
)
|
Reclassification adjustments recognized in net income
|
192
|
|
—
|
|
192
|
|
|||
Gains (losses) on intra-entity transactions that are of a long-term investment nature
|
(307
|
)
|
—
|
|
(307
|
)
|
|||
Gains (losses) on net investment hedges arising during the year1
|
195
|
|
(49
|
)
|
146
|
|
|||
Net foreign currency translation adjustments
|
$
|
132
|
|
$
|
(103
|
)
|
$
|
29
|
|
Derivatives:
|
|
|
|
||||||
Gains (losses) arising during the year
|
$
|
(225
|
)
|
$
|
49
|
|
$
|
(176
|
)
|
Reclassification adjustments recognized in net income
|
163
|
|
(41
|
)
|
122
|
|
|||
Net gains (losses) on derivatives1
|
$
|
(62
|
)
|
$
|
8
|
|
$
|
(54
|
)
|
Available-for-sale debt securities:
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
$
|
47
|
|
$
|
(4
|
)
|
$
|
43
|
|
Reclassification adjustments recognized in net income
|
(31
|
)
|
6
|
|
(25
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale debt securities2
|
$
|
16
|
|
$
|
2
|
|
$
|
18
|
|
Pension and other benefit liabilities:
|
|
|
|
||||||
Net pension and other benefit liabilities arising during the year
|
$
|
(379
|
)
|
$
|
105
|
|
$
|
(274
|
)
|
Reclassification adjustments recognized in net income
|
151
|
|
(36
|
)
|
115
|
|
|||
Net change in pension and other benefit liabilities3
|
$
|
(228
|
)
|
$
|
69
|
|
$
|
(159
|
)
|
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
|
$
|
(142
|
)
|
$
|
(24
|
)
|
$
|
(166
|
)
|
|
Before-Tax Amount
|
|
Income Tax
|
|
After-Tax Amount
|
|
|||
2018
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
||||||
Translation adjustments arising during the year
|
$
|
(1,728
|
)
|
$
|
59
|
|
$
|
(1,669
|
)
|
Reclassification adjustments recognized in net income
|
398
|
|
—
|
|
398
|
|
|||
Gains (losses) on intra-entity transactions that are of a long-term investment nature
|
(1,296
|
)
|
—
|
|
(1,296
|
)
|
|||
Gains (losses) on net investment hedges arising during the year1
|
639
|
|
(160
|
)
|
479
|
|
|||
Net foreign currency translation adjustments
|
$
|
(1,987
|
)
|
$
|
(101
|
)
|
$
|
(2,088
|
)
|
Derivatives:
|
|
|
|
||||||
Gains (losses) arising during the year
|
$
|
59
|
|
$
|
(16
|
)
|
$
|
43
|
|
Reclassification adjustments recognized in net income
|
(68
|
)
|
18
|
|
(50
|
)
|
|||
Net gains (losses) on derivatives1
|
$
|
(9
|
)
|
$
|
2
|
|
$
|
(7
|
)
|
Available-for-sale debt securities:
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
$
|
(50
|
)
|
$
|
11
|
|
$
|
(39
|
)
|
Reclassification adjustments recognized in net income
|
5
|
|
—
|
|
5
|
|
|||
Net change in unrealized gains (losses) on available-for-sale debt securities2
|
$
|
(45
|
)
|
$
|
11
|
|
$
|
(34
|
)
|
Pension and other benefit liabilities:
|
|
|
|
||||||
Net pension and other benefit liabilities arising during the year
|
$
|
(299
|
)
|
$
|
75
|
|
$
|
(224
|
)
|
Reclassification adjustments recognized in net income
|
341
|
|
(88
|
)
|
253
|
|
|||
Net change in pension and other benefit liabilities3
|
$
|
42
|
|
$
|
(13
|
)
|
$
|
29
|
|
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
|
$
|
(1,999
|
)
|
$
|
(101
|
)
|
$
|
(2,100
|
)
|
|
Before-Tax Amount
|
|
Income Tax
|
|
After-Tax Amount
|
|
|||
2017
|
|
|
|
||||||
Foreign currency translation adjustments:
|
|
|
|
||||||
Translation adjustments arising during the year
|
$
|
(1,350
|
)
|
$
|
(242
|
)
|
$
|
(1,592
|
)
|
Reclassification adjustments recognized in net income
|
23
|
|
(6
|
)
|
17
|
|
|||
Gains (losses) on intra-entity transactions that are of a long-term investment nature
|
3,332
|
|
—
|
|
3,332
|
|
|||
Gains (losses) on net investment hedges arising during the year1
|
(1,512
|
)
|
578
|
|
(934
|
)
|
|||
Net foreign currency translation adjustments
|
$
|
493
|
|
$
|
330
|
|
$
|
823
|
|
Derivatives:
|
|
|
|
||||||
Gains (losses) arising during the year
|
$
|
(184
|
)
|
$
|
65
|
|
$
|
(119
|
)
|
Reclassification adjustments recognized in net income
|
(506
|
)
|
192
|
|
(314
|
)
|
|||
Net gains (losses) on derivatives1
|
$
|
(690
|
)
|
$
|
257
|
|
$
|
(433
|
)
|
Available-for-sale securities:
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
$
|
405
|
|
$
|
(136
|
)
|
$
|
269
|
|
Reclassification adjustments recognized in net income
|
(123
|
)
|
42
|
|
(81
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale securities2
|
$
|
282
|
|
$
|
(94
|
)
|
$
|
188
|
|
Pension and other benefit liabilities:
|
|
|
|
||||||
Net pension and other benefit liabilities arising during the year
|
$
|
120
|
|
$
|
(7
|
)
|
$
|
113
|
|
Reclassification adjustments recognized in net income
|
325
|
|
(116
|
)
|
209
|
|
|||
Net change in pension and other benefit liabilities3
|
$
|
445
|
|
$
|
(123
|
)
|
$
|
322
|
|
Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
|
$
|
530
|
|
$
|
370
|
|
$
|
900
|
|
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 securities.
|
3
|
Refer to Note 15 for additional information related to the Company's pension and other postretirement benefit liabilities.
|
Description of AOCI Component
|
Financial Statement Line Item
|
Amount Reclassified from AOCI into Income
|
|
|
Foreign currency translation adjustments:
|
|
|
||
Divestitures, deconsolidations and other1
|
Other income (loss) — net
|
$
|
192
|
|
|
Income before income taxes
|
192
|
|
|
|
Income taxes
|
—
|
|
|
|
Consolidated net income
|
$
|
192
|
|
Derivatives:
|
|
|
||
Foreign currency contracts
|
Net operating revenues
|
$
|
3
|
|
Foreign currency and commodity contracts
|
Cost of goods sold
|
(11
|
)
|
|
Foreign currency contracts
|
Other income (loss) — net
|
119
|
|
|
Divestitures, deconsolidations and other
|
Other income (loss) — net
|
1
|
|
|
Foreign currency and interest rate contracts
|
Interest expense
|
51
|
|
|
|
Income before income taxes
|
163
|
|
|
|
Income taxes
|
(41
|
)
|
|
|
Consolidated net income
|
$
|
122
|
|
Available-for-sale securities:
|
|
|
||
Sale of securities
|
Other income (loss) — net
|
$
|
(31
|
)
|
|
Income before income taxes
|
(31
|
)
|
|
|
Income taxes
|
6
|
|
|
|
Consolidated net income
|
$
|
(25
|
)
|
Pension and other benefit liabilities:
|
|
|
||
Settlement charges2
|
Other income (loss) — net
|
$
|
6
|
|
Curtailment charges2
|
Other income (loss) — net
|
(2
|
)
|
|
Recognized net actuarial loss
|
Other income (loss) — net
|
153
|
|
|
Recognized prior service cost (credit)
|
Other income (loss) — net
|
(6
|
)
|
|
|
Income before income taxes
|
151
|
|
|
|
Income taxes
|
(36
|
)
|
|
|
Consolidated net income
|
$
|
115
|
|
•
|
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.
|
|
December 31, 2019
|
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Other3
|
|
Netting
Adjustment
|
|
4
|
Fair Value
Measurements
|
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||||||
Equity securities with readily determinable values1
|
$
|
1,877
|
|
$
|
219
|
|
$
|
14
|
|
$
|
109
|
|
$
|
—
|
|
|
$
|
2,219
|
|
|
Debt securities1
|
—
|
|
3,291
|
|
37
|
|
—
|
|
—
|
|
|
3,328
|
|
|
||||||
Derivatives2
|
9
|
|
579
|
|
—
|
|
—
|
|
(392
|
)
|
5
|
196
|
|
6
|
||||||
Total assets
|
$
|
1,886
|
|
$
|
4,089
|
|
$
|
51
|
|
$
|
109
|
|
$
|
(392
|
)
|
|
$
|
5,743
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||||||
Derivatives2
|
$
|
—
|
|
$
|
(162
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
130
|
|
|
$
|
(32
|
)
|
6
|
Total liabilities
|
$
|
—
|
|
$
|
(162
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
130
|
|
|
$
|
(32
|
)
|
|
1
|
Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt securities.
|
2
|
Refer to Note 6 for additional information related to the composition of our 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
|
)
|
|
|
Gains (Losses)
|
|
||||||
Year Ended December 31,
|
2019
|
|
|
2018
|
|
|
||
Other-than-temporary impairment charges
|
$
|
(767
|
)
|
1
|
$
|
(591
|
)
|
1
|
CCBA asset adjustments
|
(160
|
)
|
2
|
(554
|
)
|
2
|
||
Investment in former equity method investee
|
(118
|
)
|
3
|
(32
|
)
|
3
|
||
Other long-lived asset impairment charges
|
—
|
|
|
(312
|
)
|
5
|
||
Intangible asset impairment charges
|
(42
|
)
|
4
|
(138
|
)
|
5
|
||
Total
|
$
|
(1,087
|
)
|
|
$
|
(1,627
|
)
|
|
1
|
During the year ended December 31, 2019, the Company recorded other-than-temporary impairment charges of $406 million related to CCBJHI, an equity method investee. Based on the extent to which the market value of our investment in CCBJHI has been less than our carrying value and the financial condition and near-term prospects of the issuer, management determined that the decline in fair value was other than temporary in nature. These impairment charges were determined using the quoted market prices (a Level 1 measurement) of CCBJHI. During the year ended December 31, 2019, we also recorded other-than-temporary impairment charges of $255 million related to certain equity method investees in the Middle East. These impairment charges were derived using Level 3 inputs and were primarily driven by revised projections of future operating results largely related to instability in the region and changes in local excise taxes. During the year ended December 31, 2019, we recorded an other-than-temporary impairment charge of $57 million related to one of our equity method investees in North America. This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results. During the year ended December 31, 2019, we also recorded an other-than-temporary impairment charge of $49 million related to one of our equity method investees in Latin America. This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results. During the year ended December 31, 2018, we recognized other-than-temporary impairment charges of $334 million related to certain equity method investees in the Middle East. These impairments were primarily driven by revised projections of future operating results largely related to instability in the region, which include sanctions imposed locally. During the year ended December 31, 2018, we recognized an other-than-temporary impairment charge of $205 million related to our equity method investee in Indonesia. This impairment was primarily driven by revised projections of future operating results reflecting unfavorable macroeconomic conditions and foreign currency exchange rate fluctuations. This impairment charge was derived using discounted cash flow analyses based on Level 3 inputs. During the year ended December 31, 2018, we recognized an other-than-temporary impairment charge of $52 million related to one of our equity method investees in Latin America. This impairment was primarily driven by revised projections of future operating results. This impairment charge was derived using discounted cash flow analyses based on Level 3 inputs.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Other 1
|
|
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Other 1
|
|
|
Total
|
|
||||||||||
Cash and cash equivalents
|
$
|
597
|
|
$
|
144
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
741
|
|
|
$
|
461
|
|
$
|
22
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
483
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
U.S.-based companies
|
1,876
|
|
7
|
|
21
|
|
|
—
|
|
|
1,904
|
|
|
1,728
|
|
15
|
|
17
|
|
|
—
|
|
|
1,760
|
|
||||||||||
International-based companies
|
1,354
|
|
33
|
|
—
|
|
|
—
|
|
|
1,387
|
|
|
1,098
|
|
23
|
|
—
|
|
|
—
|
|
|
1,121
|
|
||||||||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Government bonds
|
—
|
|
536
|
|
—
|
|
|
—
|
|
|
536
|
|
|
—
|
|
463
|
|
—
|
|
|
—
|
|
|
463
|
|
||||||||||
Corporate bonds and debt
securities
|
—
|
|
924
|
|
40
|
|
|
—
|
|
|
964
|
|
|
—
|
|
819
|
|
16
|
|
|
—
|
|
|
835
|
|
||||||||||
Mutual, pooled and commingled
funds
|
40
|
|
258
|
|
—
|
|
|
600
|
|
3
|
898
|
|
|
46
|
|
130
|
|
—
|
|
|
699
|
|
3
|
875
|
|
||||||||||
Hedge funds/limited partnerships
|
—
|
|
—
|
|
—
|
|
|
689
|
|
4
|
689
|
|
|
—
|
|
—
|
|
—
|
|
|
828
|
|
4
|
828
|
|
||||||||||
Real estate
|
—
|
|
—
|
|
—
|
|
|
342
|
|
5
|
342
|
|
|
—
|
|
—
|
|
—
|
|
|
391
|
|
5
|
391
|
|
||||||||||
Other
|
—
|
|
—
|
|
273
|
|
2
|
346
|
|
6
|
619
|
|
|
—
|
|
—
|
|
270
|
|
2
|
403
|
|
6
|
673
|
|
||||||||||
Total
|
$
|
3,867
|
|
$
|
1,902
|
|
$
|
334
|
|
|
$
|
1,977
|
|
|
$
|
8,080
|
|
|
$
|
3,333
|
|
$
|
1,472
|
|
$
|
303
|
|
|
$
|
2,321
|
|
|
$
|
7,429
|
|
1
|
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 15.
|
2
|
Includes purchased annuity insurance contracts.
|
3
|
This class of assets includes actively managed emerging markets equity funds and a collective trust fund for qualified plans, invested primarily in equity securities of companies in developed and emerging markets. There are no liquidity restrictions on these investments.
|
4
|
This class of assets includes hedge funds that can be subject to redemption restrictions, ranging from monthly to semi-annually, with a redemption notice period of up to 180 days and/or initial lock-up periods of up to one year, and private equity funds that are primarily closed-end funds in which the Company's investments are generally not eligible for redemption. Distributions from these private equity funds will be received as the underlying assets are liquidated or distributed.
|
5
|
This class of assets includes funds invested in real estate, including a privately held real estate investment trust, a real estate commingled pension trust fund, infrastructure limited partnerships and commingled investment funds. These funds seek current income and capital appreciation through the investments and can be subject to redemption restrictions, ranging from quarterly to semi-annually, with a redemption notice period of up to 90 days.
|
6
|
This class of assets includes segregated portfolios of private investment funds that are invested in a portfolio of insurance-linked securities. These assets can be subject to a semi-annual redemption, with a redemption notice period of 90 days, subject to certain gate restrictions.
|
|
Equity
Securities
|
|
Fixed-Income Securities
|
|
Real Estate
|
|
Other
|
|
|
Total
|
|
|||||
2018
|
|
|
|
|
|
|
||||||||||
Balance at beginning of year
|
$
|
14
|
|
$
|
24
|
|
$
|
2
|
|
$
|
263
|
|
|
$
|
303
|
|
Actual return on plan assets held at the reporting date
|
(2
|
)
|
(1
|
)
|
—
|
|
19
|
|
|
16
|
|
|||||
Purchases, sales and settlements — net
|
3
|
|
(7
|
)
|
(2
|
)
|
1
|
|
|
(5
|
)
|
|||||
Transfers into (out of) Level 3 — net
|
2
|
|
—
|
|
—
|
|
—
|
|
|
2
|
|
|||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
(13
|
)
|
|
(13
|
)
|
|||||
Balance at end of year
|
$
|
17
|
|
$
|
16
|
|
$
|
—
|
|
$
|
270
|
|
1
|
$
|
303
|
|
2019
|
|
|
|
|
|
|
||||||||||
Actual return on plan assets held at the reporting date
|
1
|
|
—
|
|
—
|
|
10
|
|
|
11
|
|
|||||
Purchases, sales and settlements — net
|
1
|
|
21
|
|
—
|
|
1
|
|
|
23
|
|
|||||
Transfers into (out of) Level 3 — net
|
2
|
|
3
|
|
—
|
|
—
|
|
|
5
|
|
|||||
Foreign currency translation adjustments
|
—
|
|
—
|
|
—
|
|
(8
|
)
|
|
(8
|
)
|
|||||
Balance at end of year
|
$
|
21
|
|
$
|
40
|
|
$
|
—
|
|
$
|
273
|
|
1
|
$
|
334
|
|
1
|
Includes purchased annuity insurance contracts.
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Other 1
|
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Other 1
|
|
Total
|
|
||||||||
Cash and cash equivalents
|
$
|
56
|
|
$
|
1
|
|
$
|
—
|
|
$
|
57
|
|
|
$
|
73
|
|
$
|
—
|
|
$
|
—
|
|
$
|
73
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.-based companies
|
124
|
|
—
|
|
—
|
|
124
|
|
|
93
|
|
—
|
|
—
|
|
93
|
|
||||||||
International-based companies
|
9
|
|
—
|
|
—
|
|
9
|
|
|
7
|
|
—
|
|
—
|
|
7
|
|
||||||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government bonds
|
—
|
|
3
|
|
—
|
|
3
|
|
|
—
|
|
2
|
|
—
|
|
2
|
|
||||||||
Corporate bonds and debt securities
|
—
|
|
47
|
|
—
|
|
47
|
|
|
—
|
|
16
|
|
—
|
|
16
|
|
||||||||
Mutual, pooled and commingled funds
|
—
|
|
2
|
|
82
|
|
84
|
|
|
—
|
|
—
|
|
82
|
|
82
|
|
||||||||
Hedge funds/limited partnerships
|
—
|
|
—
|
|
7
|
|
7
|
|
|
—
|
|
—
|
|
8
|
|
8
|
|
||||||||
Real estate
|
—
|
|
—
|
|
4
|
|
4
|
|
|
—
|
|
—
|
|
4
|
|
4
|
|
||||||||
Other
|
—
|
|
—
|
|
4
|
|
4
|
|
|
—
|
|
—
|
|
4
|
|
4
|
|
||||||||
Total
|
$
|
189
|
|
$
|
53
|
|
$
|
97
|
|
$
|
339
|
|
|
$
|
173
|
|
$
|
18
|
|
$
|
98
|
|
$
|
289
|
|
1
|
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 15.
|
|
Severance Pay
and Benefits
|
|
|
Outside Services
|
|
|
Other
Direct Costs
|
|
|
Total
|
|
||||
2017
|
|
|
|
|
|
|
|
||||||||
Accrued balance at beginning of year
|
$
|
123
|
|
|
$
|
6
|
|
|
$
|
22
|
|
|
$
|
151
|
|
Costs incurred
|
310
|
|
|
79
|
|
|
261
|
|
|
650
|
|
||||
Payments
|
(181
|
)
|
|
(83
|
)
|
|
(267
|
)
|
|
(531
|
)
|
||||
Noncash and exchange
|
(62
|
)
|
1
|
(1
|
)
|
|
(1
|
)
|
|
(64
|
)
|
||||
Accrued balance at end of year
|
$
|
190
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
206
|
|
2018
|
|
|
|
|
|
|
|
||||||||
Accrued balance at beginning of year
|
$
|
190
|
|
|
$
|
1
|
|
|
$
|
15
|
|
|
$
|
206
|
|
Costs incurred
|
164
|
|
|
92
|
|
|
252
|
|
|
508
|
|
||||
Payments
|
(209
|
)
|
|
(83
|
)
|
|
(211
|
)
|
|
(503
|
)
|
||||
Noncash and exchange
|
(69
|
)
|
1
|
—
|
|
|
(52
|
)
|
|
(121
|
)
|
||||
Accrued balance at end of year
|
$
|
76
|
|
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
90
|
|
2019
|
|
|
|
|
|
|
|
||||||||
Accrued balance at beginning of year
|
$
|
76
|
|
|
$
|
10
|
|
|
$
|
4
|
|
|
$
|
90
|
|
Costs incurred
|
36
|
|
|
87
|
|
|
141
|
|
|
264
|
|
||||
Payments
|
(57
|
)
|
|
(98
|
)
|
|
(119
|
)
|
|
(274
|
)
|
||||
Noncash and exchange
|
3
|
|
1
|
2
|
|
|
(19
|
)
|
|
(14
|
)
|
||||
Accrued balance at end of year
|
$
|
58
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
66
|
|
1
|
Includes pension settlement charges. Refer to Note 15.
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
Concentrate operations
|
55
|
%
|
58
|
%
|
50
|
%
|
Finished product operations
|
45
|
|
42
|
|
50
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
United States
|
$
|
11,715
|
|
$
|
11,344
|
|
$
|
14,727
|
|
International
|
25,551
|
|
22,956
|
|
21,485
|
|
|||
Net operating revenues
|
$
|
37,266
|
|
$
|
34,300
|
|
$
|
36,212
|
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
United States
|
$
|
4,062
|
|
$
|
4,154
|
|
$
|
4,163
|
|
International
|
6,776
|
|
5,444
|
|
5,475
|
|
|||
Property, plant and equipment — net
|
$
|
10,838
|
|
$
|
9,598
|
|
$
|
9,638
|
|
|
Europe, Middle East & Africa
|
|
|
Latin
America
|
|
|
North
America
|
|
|
Asia Pacific
|
|
|
Global Ventures
|
|
|
Bottling
Investments
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|
|||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
6,434
|
|
|
$
|
4,118
|
|
|
$
|
11,906
|
|
|
$
|
4,723
|
|
|
$
|
2,560
|
|
|
$
|
7,431
|
|
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
37,266
|
|
|
Intersegment
|
624
|
|
|
—
|
|
|
9
|
|
|
604
|
|
|
2
|
|
|
9
|
|
|
—
|
|
|
(1,248
|
)
|
|
—
|
|
|
|||||||||
Total net operating revenues
|
7,058
|
|
|
4,118
|
|
|
11,915
|
|
|
5,327
|
|
|
2,562
|
|
|
7,440
|
|
|
94
|
|
|
(1,248
|
)
|
|
37,266
|
|
|
|||||||||
Operating income (loss)
|
3,551
|
|
|
2,375
|
|
|
2,594
|
|
|
2,282
|
|
|
334
|
|
|
358
|
|
|
(1,408
|
)
|
|
—
|
|
|
10,086
|
|
|
|||||||||
Interest income
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
486
|
|
|
—
|
|
|
563
|
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
946
|
|
|
—
|
|
|
946
|
|
|
|||||||||
Depreciation and amortization
|
86
|
|
|
35
|
|
|
439
|
|
|
31
|
|
|
117
|
|
|
446
|
|
|
211
|
|
|
—
|
|
|
1,365
|
|
|
|||||||||
Equity income (loss) — net
|
35
|
|
|
(32
|
)
|
|
(6
|
)
|
|
11
|
|
|
(3
|
)
|
|
836
|
|
|
208
|
|
|
—
|
|
|
1,049
|
|
|
|||||||||
Income (loss) before income
taxes
|
3,361
|
|
|
2,288
|
|
|
2,592
|
|
|
2,310
|
|
|
343
|
|
|
716
|
|
|
(824
|
)
|
|
—
|
|
|
10,786
|
|
|
|||||||||
Identifiable operating assets
|
8,143
|
|
1
|
1,801
|
|
|
17,687
|
|
|
2,060
|
|
|
7,265
|
|
|
11,170
|
|
1
|
18,376
|
|
|
—
|
|
|
66,502
|
|
|
|||||||||
Investments2
|
543
|
|
|
716
|
|
|
358
|
|
|
224
|
|
|
14
|
|
|
14,093
|
|
|
3,931
|
|
|
—
|
|
|
19,879
|
|
|
|||||||||
Capital expenditures
|
108
|
|
|
140
|
|
|
392
|
|
|
47
|
|
|
209
|
|
|
836
|
|
|
322
|
|
|
—
|
|
|
2,054
|
|
|
|||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
6,535
|
|
|
$
|
3,971
|
|
|
$
|
11,370
|
|
|
$
|
4,797
|
|
|
$
|
767
|
|
|
$
|
6,768
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
34,300
|
|
|
Intersegment
|
564
|
|
|
39
|
|
|
260
|
|
|
388
|
|
|
3
|
|
|
19
|
|
|
—
|
|
|
(1,273
|
)
|
|
—
|
|
|
|||||||||
Total net operating revenues
|
7,099
|
|
|
4,010
|
|
|
11,630
|
|
|
5,185
|
|
|
770
|
|
|
6,787
|
|
|
92
|
|
|
(1,273
|
)
|
|
34,300
|
|
|
|||||||||
Operating income (loss)
|
3,693
|
|
|
2,318
|
|
|
2,318
|
|
|
2,271
|
|
|
152
|
|
|
(197
|
)
|
|
(1,403
|
)
|
|
—
|
|
|
9,152
|
|
|
|||||||||
Interest income
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
619
|
|
|
—
|
|
|
689
|
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
950
|
|
|
—
|
|
|
950
|
|
|
|||||||||
Depreciation and amortization
|
77
|
|
|
30
|
|
|
422
|
|
|
58
|
|
|
8
|
|
|
239
|
|
|
252
|
|
|
—
|
|
|
1,086
|
|
|
|||||||||
Equity income (loss) — net
|
2
|
|
|
(19
|
)
|
|
(2
|
)
|
|
12
|
|
|
—
|
|
|
828
|
|
|
187
|
|
|
—
|
|
|
1,008
|
|
|
|||||||||
Income (loss) before income
taxes
|
3,386
|
|
|
2,243
|
|
|
2,345
|
|
|
2,298
|
|
|
165
|
|
|
(159
|
)
|
|
(2,053
|
)
|
|
—
|
|
|
8,225
|
|
|
|||||||||
Identifiable operating assets
|
7,414
|
|
1
|
1,715
|
|
|
17,519
|
|
|
1,996
|
|
|
968
|
|
|
10,525
|
|
1
|
22,800
|
|
|
—
|
|
|
62,937
|
|
|
|||||||||
Investments2
|
789
|
|
|
784
|
|
|
400
|
|
|
216
|
|
|
—
|
|
|
14,372
|
|
|
3,718
|
|
|
—
|
|
|
20,279
|
|
|
|||||||||
Capital expenditures
|
66
|
|
|
90
|
|
|
429
|
|
|
31
|
|
|
11
|
|
|
517
|
|
|
404
|
|
|
—
|
|
|
1,548
|
|
|
|||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
6,780
|
|
|
$
|
3,953
|
|
|
$
|
8,678
|
|
|
$
|
4,753
|
|
|
$
|
712
|
|
|
$
|
11,223
|
|
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
36,212
|
|
|
Intersegment
|
42
|
|
|
73
|
|
|
1,951
|
|
|
409
|
|
|
3
|
|
|
83
|
|
|
—
|
|
|
(2,561
|
)
|
|
—
|
|
|
|||||||||
Total net operating revenues
|
6,822
|
|
|
4,026
|
|
|
10,629
|
|
|
5,162
|
|
|
715
|
|
|
11,306
|
|
|
113
|
|
|
(2,561
|
)
|
|
36,212
|
|
|
|||||||||
Operating income (loss)
|
3,585
|
|
|
2,215
|
|
|
2,472
|
|
|
2,136
|
|
|
159
|
|
|
(806
|
)
|
|
(2,006
|
)
|
|
—
|
|
|
7,755
|
|
|
|||||||||
Interest income
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
634
|
|
|
—
|
|
|
679
|
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
853
|
|
|
—
|
|
|
853
|
|
|
|||||||||
Depreciation and amortization
|
86
|
|
|
37
|
|
|
411
|
|
|
65
|
|
|
5
|
|
|
454
|
|
|
202
|
|
|
—
|
|
|
1,260
|
|
|
|||||||||
Equity income (loss) — net
|
49
|
|
|
(3
|
)
|
|
(3
|
)
|
|
11
|
|
|
—
|
|
|
878
|
|
|
140
|
|
|
—
|
|
|
1,072
|
|
|
|||||||||
Income (loss) before income
taxes
|
3,666
|
|
|
2,209
|
|
|
2,192
|
|
|
2,168
|
|
|
167
|
|
|
(2,202
|
)
|
|
(1,310
|
)
|
|
—
|
|
|
6,890
|
|
|
|||||||||
Capital expenditures
|
77
|
|
|
55
|
|
|
541
|
|
|
50
|
|
|
4
|
|
|
737
|
|
|
286
|
|
|
—
|
|
|
1,750
|
|
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $2 million for Europe, Middle East and Africa, $1 million for Latin America, $62 million for North America, $5 million for Bottling Investments and $194 million for Corporate due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $95 million for Bottling Investments due to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
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 $42 million for Asia Pacific due to an impairment charge related to a trademark. Refer to Note 18.
|
•
|
Income (loss) before income taxes was increased by $739 million for Corporate as a result of the sale of a retail and office building in New York City.
|
•
|
Income (loss) before income taxes was increased by $250 million for Corporate related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
Income (loss) before income taxes was increased by $73 million for Bottling Investments due to the refranchising of certain bottling operations in India. Refer to Note 2.
|
•
|
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 $406 million for Bottling Investments, $255 million for Europe, Middle East and Africa, $57 million for North America and $49 million for Latin America due to other-than-temporary impairment charges related to certain of our equity method investees. Refer to Note 18.
|
•
|
Income (loss) before income taxes was reduced by $160 million for Corporate as a result of CCBA asset adjustments. Refer to Note 2.
|
•
|
Income (loss) before income taxes was reduced by $118 million for Corporate resulting from a net 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 $105 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 $98 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.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $4 million for Latin America, $175 million for North America, $31 million for Bottling Investments and $237 million for Corporate, and increased by $3 million for Europe, Middle East and Africa and $4 million for Asia Pacific due to the Company's productivity and reinvestment program, including refinements to prior period accruals. In addition, income (loss) before income taxes was reduced by $64 million for Corporate and $4 million for Latin America due to pension settlements related to the Company's productivity and reinvestment program. Refer to Note 15 and Note 20.
|
•
|
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 18.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $139 million for Bottling Investments due to costs incurred to refranchise certain of our bottling operations.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $33 million for Corporate due to tax litigation expense. Refer to Note 13.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $19 million for Corporate related to noncapitalizable transaction costs associated with pending and closed transactions.
|
•
|
Income (loss) before income taxes was increased by $296 million for Corporate related to the sale of our equity ownership in Lindley. Refer to Note 2.
|
•
|
Income (loss) before income taxes was increased by $47 million for Corporate related to the refranchising of our Latin American bottling operations. Refer to Note 2.
|
•
|
Income (loss) before income taxes was increased by $27 million for Corporate related to a net gain on the extinguishment of long-term debt. Refer to Note 12.
|
•
|
Income (loss) before income taxes was reduced by $554 million for Corporate as a result of an impairment charge related to assets held by CCBA. Refer to Note 18.
|
•
|
Income (loss) before income taxes was reduced by $476 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 $334 million for Europe, Middle East and Africa, $205 million for Bottling Investments and $52 million for Latin America due to other-than-temporary impairment charges related to certain of our equity method investees. Refer to Note 18.
|
•
|
Income (loss) before income taxes was reduced by $278 million for Corporate related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
Income (loss) before income taxes was reduced by $124 million for Bottling Investments and increased by $13 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 $149 million for Bottling Investments due to pension settlements related to the refranchising of certain of our North America bottling operations. Refer to Note 15.
|
•
|
Income (loss) before income taxes was reduced by $79 million for Corporate related to economic hedging activity associated with the purchase of Costa, which we acquired in January 2019.
|
•
|
Income (loss) before income taxes was reduced by $34 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 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 $32 million for Corporate related to acquiring a controlling interest in the Philippine bottling operations. Refer to Note 2.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $26 million for Europe, Middle East and Africa, $7 million for Latin America, $241 million for North America, $10 million for Asia Pacific, $57 million for Bottling Investments and $193 million for Corporate due to the Company's productivity and reinvestment program. Income (loss) before income taxes was also reduced by $116 million for Corporate due to pension settlements related to the Company's productivity and reinvestment program. Refer to Note 15 and Note 20.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $737 million for Bottling Investments and $34 million for Corporate due to asset impairment charges.
|
•
|
Operating income (loss) was reduced by $280 million and income (loss) before income taxes was reduced by $419 million for Bottling Investments due to costs incurred to refranchise certain of our bottling operations. Refer to Note 2.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $225 million for Corporate as a result of a cash contribution we made to The Coca-Cola Foundation.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $67 million for Corporate due to tax litigation expense. Refer to Note 13.
|
•
|
Income (loss) before income taxes was increased by $445 million for Corporate due to a gain recognized resulting from the merger of CCW and CCEJ. Refer to Note 19.
|
•
|
Income (loss) before income taxes was increased by $150 million for Corporate related to the remeasurement of our previously held equity interests in CCBA and its South African subsidiary to fair value. Refer to Note 2.
|
•
|
Income (loss) before income taxes was increased by $88 million for Corporate due to a gain recognized upon refranchising our China bottling operations and selling a related cost method investment. Refer to Note 2.
|
•
|
Income (loss) before income taxes was increased by $25 million for Corporate due to Coca‑Cola FEMSA, an equity method investee, issuing additional shares of its stock during the period at a per share amount greater than the carrying value of the Company's per share investment.
|
•
|
Income (loss) before income taxes was reduced by $2,140 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 $313 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 reduced by $50 million for Corporate due to an other-than-temporary impairment charge related to one of our international equity method investees.
|
•
|
Income (loss) before income taxes was reduced by $38 million for Corporate due to the early extinguishment of long-term debt. Refer to Note 12.
|
•
|
Income (loss) before income taxes was reduced by $26 million for Corporate due to a charge related to our former German bottling operations.
|
•
|
Income (loss) before income taxes was reduced by $4 million for Europe, Middle East and Africa, $2 million for North America, $70 million for Bottling Investments and $16 million for Corporate due to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
Year Ended December 31,
|
2019
|
|
2018
|
|
2017
|
|
|||
(Increase) decrease in trade accounts receivable
|
$
|
(158
|
)
|
$
|
27
|
|
$
|
(108
|
)
|
(Increase) decrease in inventories
|
(183
|
)
|
(203
|
)
|
(276
|
)
|
|||
(Increase) decrease in prepaid expenses and other assets
|
(87
|
)
|
(221
|
)
|
506
|
|
|||
Increase (decrease) in accounts payable and accrued expenses1
|
1,318
|
|
(251
|
)
|
(573
|
)
|
|||
Increase (decrease) in accrued income taxes
|
96
|
|
(17
|
)
|
(159
|
)
|
|||
Increase (decrease) in other liabilities2
|
(620
|
)
|
(575
|
)
|
4,052
|
|
|||
Net change in operating assets and liabilities
|
$
|
366
|
|
$
|
(1,240
|
)
|
$
|
3,442
|
|
|
|
|
James R. Quincey
|
|
Larry M. Mark
|
Chairman of the Board of Directors and Chief Executive Officer
February 24, 2020 |
|
Vice President and Controller
February 24, 2020 |
|
|
|
|
|
|
John Murphy
|
|
Mark Randazza
|
Executive Vice President and Chief Financial Officer
February 24, 2020 |
|
Vice President, Assistant Controller and Chief Accounting Officer
February 24, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full Year
|
|
|
|||||
(In millions except per share data)
|
|
|
|
|
|
|
||||||||||
2019
|
|
|
|
|
|
|
||||||||||
Net operating revenues
|
$
|
8,694
|
|
$
|
9,997
|
|
$
|
9,507
|
|
$
|
9,068
|
|
$
|
37,266
|
|
|
Gross profit
|
5,329
|
|
6,076
|
|
5,740
|
|
5,502
|
|
22,647
|
|
|
|||||
Net income attributable to shareowners of
The Coca-Cola Company
|
1,678
|
|
2,607
|
|
2,593
|
|
2,042
|
|
8,920
|
|
|
|||||
Basic net income per share
|
$
|
0.39
|
|
$
|
0.61
|
|
$
|
0.61
|
|
$
|
0.48
|
|
$
|
2.09
|
|
|
Diluted net income per share
|
$
|
0.39
|
|
$
|
0.61
|
|
$
|
0.60
|
|
$
|
0.47
|
|
$
|
2.07
|
|
|
2018
|
|
|
|
|
|
|
||||||||||
Net operating revenues
|
$
|
8,298
|
|
$
|
9,421
|
|
$
|
8,775
|
|
$
|
7,806
|
|
$
|
34,300
|
|
|
Gross profit
|
5,222
|
|
5,878
|
|
5,429
|
|
4,704
|
|
21,233
|
|
|
|||||
Net income attributable to shareowners of
The Coca-Cola Company
|
1,368
|
|
2,316
|
|
1,880
|
|
870
|
|
6,434
|
|
|
|||||
Basic net income per share
|
$
|
0.32
|
|
$
|
0.54
|
|
$
|
0.44
|
|
$
|
0.20
|
|
$
|
1.51
|
|
1
|
Diluted net income per share
|
$
|
0.32
|
|
$
|
0.54
|
|
$
|
0.44
|
|
$
|
0.20
|
|
$
|
1.50
|
|
|
•
|
An other-than-temporary impairment charge of $286 million related to CCBJHI, an equity method investee. Refer to Note 18.
|
•
|
A net gain of $149 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
A net loss of $121 million related to acquiring a controlling interest in CHI. Refer to Note 2.
|
•
|
Charges of $68 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
An other-than-temporary impairment charge of $57 million related to one of our equity method investees in North America. Refer to Note 18.
|
•
|
Charges of $46 million for transaction costs associated with the purchase of Costa. Refer to Note 2.
|
•
|
Net charges of $42 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
A gain of $39 million related to the sale of a portion of our equity ownership interest in Andina. Refer to Note 2.
|
•
|
Charges of $11 million related to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
Charges of $4 million due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
An adjustment to reduce the carrying amount of CCBA's fixed assets and definite-lived intangible assets by $160 million as a result of the Company's change in plans for CCBA. Refer to Note 2.
|
•
|
Charges of $55 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
An other-than-temporary impairment charge of $49 million related to one of our equity method investees in Latin America. Refer to Note 18.
|
•
|
Charges of $29 million related to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
A net charge of $26 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
A net gain of $10 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
A gain of $739 million on the sale of a retail and office building in New York City.
|
•
|
Other-than-temporary impairment charges of $255 million related to certain of our equity method investees in the Middle East. Refer to Note 18.
|
•
|
An other-than-temporary impairment charge of $120 million related to CCBJHI, an equity method investee. Refer to Note 18.
|
•
|
Charges of $103 million due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
Charges of $61 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
An impairment charge of $42 million related to a trademark in Asia Pacific. Refer to Note 18.
|
•
|
A net charge of $39 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
A net gain of $38 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
Charges of $21 million related to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
Charges of $80 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
A net gain of $73 million related to the refranchising of certain of our bottling operations in India. Refer to Note 2.
|
•
|
A net gain of $53 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
Charges of $34 million related to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
A net gain of $7 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
A net gain of $3 million related to acquiring a controlling interest in CHI. Refer to Note 2.
|
•
|
A net gain of $2 million due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
Charges of $390 million related to the impairment of certain CCR assets. Refer to Note 18.
|
•
|
Charges of $95 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
A net loss of $85 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
A net charge of $51 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
Charges of $45 million related to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
A net loss of $33 million primarily related to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's former Russian juice operations.
|
•
|
Charges of $19 million 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.
|
•
|
Charges of $150 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
Charges of $102 million due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
Charges of $60 million related to the impairment of certain assets. Refer to Note 18.
|
•
|
An other-than-temporary impairment charge of $52 million related to one of our Latin American equity method investees. Refer to Note 18.
|
•
|
Charges of $47 million related to pension settlements as a result of North America refranchising. Refer to Note 15.
|
•
|
A net gain of $36 million related to the refranchising of our Latin American bottling operations. Refer to Note 2.
|
•
|
A net gain of $36 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
Charges of $34 million related to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
A net charge of $33 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
Charges of $22 million related to tax litigation expense. Refer to Note 13.
|
•
|
An impairment charge of $554 million related to assets held by CCBA. Refer to Note 2.
|
•
|
A net gain of $370 million related to the sale of our equity ownership in Lindley. Refer to Note 2.
|
•
|
Charges of $275 million due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
An other-than-temporary impairment charge of $205 million related to our equity method investee in Indonesia. Refer to Note 18.
|
•
|
Charges of $132 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
A net gain of $64 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
A gain of $41 million related to economic hedging activity associated with the purchase of Costa, which we acquired in January 2019. Refer to Note 6.
|
•
|
Charges of $38 million related to costs incurred to refranchise certain of our North America bottling operations.
|
•
|
A net gain of $27 million related to the early extinguishment of long-term debt. Refer to Note 12.
|
•
|
A net gain of $19 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
Charges of $12 million 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.
|
•
|
A gain of $11 million related to the refranchising of our Latin American bottling operations. Refer to Note 2.
|
•
|
Other-than-temporary impairment charges of $334 million related to certain of our equity method investees in the Middle East. Refer to Note 18.
|
•
|
A net loss of $293 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4.
|
•
|
Charges of $131 million due to the Company's productivity and reinvestment program. Refer to Note 20.
|
•
|
A net loss of $120 million related to economic hedging activity associated with the purchase of Costa, which we acquired in January 2019. Refer to Note 6.
|
•
|
Charges of $102 million related to pension settlements as a result of North America refranchising. Refer to Note 15.
|
•
|
Charges of $97 million due to the refranchising of certain bottling territories in North America. Refer to Note 2.
|
•
|
A loss of $74 million related to the sale of our equity ownership in Lindley. Refer to Note 2.
|
•
|
A net charge of $46 million related to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
|
•
|
A net loss of $32 million related to acquiring a controlling interest in the Philippine bottling operations. Refer to Note 2.
|
•
|
Charges of $22 million related to costs incurred to refranchise certain of our North America bottling operations.
|
(a)
|
The following documents are filed as part of this report:
|
•
|
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.
|
|
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|
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|
|||
4.2
|
|
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
|
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|
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|
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4.28
|
|
Indenture, dated as of July 30, 1991, between Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust Company Americas, as trustee — incorporated herein by reference to Exhibit 4.1 to Coca-Cola Refreshments USA, Inc.'s Current Report on Form 8-K dated July 30, 1991.
|
|
4.29
|
|
First Supplemental Indenture, dated as of January 29, 1992, to the Indenture, dated as of July 30, 1991, between Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust Company Americas, as trustee —incorporated herein by reference to Exhibit 4.01 to Coca-Cola Refreshments USA, Inc.'s Current Report on Form 8-K dated January 29, 1992.
|
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|
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101
|
|
The following financial information from The Coca-Cola Company's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2019, 2018 and 2017, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2019, 2018 and 2017, (iii) Consolidated Balance Sheets as of December 31, 2019 and 2018, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017, (v) Consolidated Statements of Shareowners' Equity for the years ended December 31, 2019, 2018 and 2017 and (vi) Notes to Consolidated Financial Statements.
|
|
104
|
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).
|
*
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of Form 10-K.
|
|
THE COCA-COLA COMPANY
|
|
|||
|
(Registrant)
|
|
|||
|
By:
|
|
/s/ JAMES QUINCEY
|
|
|
|
|
|
James R. Quincey
Chairman of the Board of Directors and Chief Executive Officer
|
|
|
|
|
|
Date:
|
February 24, 2020
|
|
*
|
|
*
|
Helene D. Gayle
Director
|
|
Maria Elena Lagomasino
Director |
|
|
|
February 24, 2020
|
|
February 24, 2020
|
|
|
|
*
|
|
*
|
Alexis M. Herman
Director |
|
Caroline J. Tsay
Director |
|
|
|
February 24, 2020
|
|
February 24, 2020
|
|
|
|
*
|
|
*
|
Robert A. Kotick
Director
|
|
David B. Weinberg
Director |
|
|
|
February 24, 2020
|
|
February 24, 2020
|
|
|
|
*By:
|
|
/s/ JENNIFER MANNING
|
|
|
Jennifer Manning
Attorney-in-fact
|
|
|
|
|
|
February 24, 2020
|
•
|
for any breach of the director’s duty of loyalty to us or our shareowners;
|
•
|
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
|
•
|
under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or
|
•
|
for any transaction from which the director derived any improper personal benefit.
|
•
|
prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the corporation’s voting stock outstanding at the time the transaction commenced, excluding certain shares; or
|
•
|
at or subsequent to that time, the business combination is approved by the board of directors of the corporation and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock that is not owned by the interested stockholder.
|
•
|
are our senior debt, ranking equally with all our other present and future unsecured and unsubordinated indebtedness;
|
•
|
were issued in minimum denominations of €100,000 and in integral multiples of €1,000 in excess thereof;
|
•
|
will be repaid at par at maturity;
|
•
|
other than the floating rate notes, are redeemable by us at any time prior to maturity as described below under “Optional Redemption”; and
|
•
|
are not subject to any sinking fund.
|
•
|
were issued in September 2014 in an aggregate initial principal amount of €800,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on September 22, 2022; and
|
•
|
bear interest at a rate of 1.125% per annum.
|
•
|
were issued in September 2014 in an aggregate initial principal amount of €1,200,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on September 22, 2026; and
|
•
|
bear interest at a rate of 1.875% per annum.
|
•
|
were issued in February 2015 in an aggregate initial principal amount of €1,500,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on March 9, 2023; and
|
•
|
bear interest at a rate of 0.75% per annum.
|
•
|
were issued in February 2015 in an aggregate initial principal amount of €1,500,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on March 9, 2027; and
|
•
|
bear interest at a rate of 1.125% per annum.
|
•
|
were issued in February 2015 in an aggregate initial principal amount of €1,500,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on March 9, 2035; and
|
•
|
bear interest at a rate of 1.625% per annum.
|
•
|
were issued in August 2016 in an aggregate initial principal amount of €500,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on September 2, 2036; and
|
•
|
bear interest at a rate of 1.100% per annum.
|
•
|
were issued in February 2017 in an aggregate initial principal amount of €500,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on March 9, 2021; and
|
•
|
bear interest at a rate of 0.000% per annum.
|
•
|
were issued in February 2017 in an aggregate initial principal amount of €500,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on March 8, 2024; and
|
•
|
bear interest at a rate of 0.500% per annum.
|
•
|
were issued in February 2019 in an aggregate initial principal amount of €1,000,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on September 22, 2022; and
|
•
|
bear interest at a rate of 0.125% per annum.
|
•
|
were issued in February 2019 in an aggregate initial principal amount of €1,000,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on September 22, 2026; and
|
•
|
bear interest at a rate of 0.750% per annum.
|
•
|
were issued in February 2019 in an aggregate initial principal amount of €750,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on March 8, 2031; and
|
•
|
bear interest at a rate of 1.250% per annum.
|
•
|
were issued in February 2019 in an aggregate initial principal amount of €750,000,000, of which the same amount was outstanding as of December 31, 2019;
|
•
|
will mature on March 8, 2021;
|
•
|
bear interest at a floating rate per annum equal to three-month EURIBOR plus 0.200%; provided, however, that the minimum interest rate is zero; and
|
•
|
are not redeemable by us prior to maturity, except in the event that certain events occur involving United States taxation as described below under “Redemption for Tax Reasons.”
|
(1)
|
Two prior TARGET days (as defined below) on which dealings in deposits in euros are transacted in the euro-zone interbank market preceding each Floating Rate Interest Reset Date (each such date, an “Interest Determination Date”), Deutsche Bank AG, London Branch (the “Calculation Agent”), as agent for us, will determine the Applicable EURIBOR Rate which shall be the rate for deposits in euro having a maturity of three months commencing on the first day of the applicable interest period that appears on the Reuters Screen EURIBOR01 Page as of 11:00 a.m., Brussels time, on such Interest Determination Date. “Reuters Screen EURIBOR01 Page” means the display designated on page “EURIBOR01” on Reuters (or such other page as may replace the EURIBOR01 page on that service or any successor service for the purpose of displaying euro-zone interbank offered rates for euro-denominated deposits of major banks). If the Applicable EURIBOR Rate on such Interest Determination Date does not appear on the Reuters Screen EURIBOR01 Page, the Applicable EURIBOR Rate will be determined as described in (2) below. “Target day” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer System is operating.
|
(2)
|
With respect to an Interest Determination Date for which the Applicable EURIBOR Rate does not appear on the Reuters Screen EURIBOR01 Page as specified in (1) above, the Applicable EURIBOR Rate will be determined on the basis of the rates at which deposits in euro are offered by four major banks in the euro-zone interbank market selected by us (the “Reference Banks”) at approximately 11:00 a.m., Brussels time, on such Interest Determination Date to prime banks in the euro-zone interbank market having a maturity of three months, and in a principal amount equal to an amount of not less than €1,000,000 that is representative for a single transaction in such market at such time. We will request the principal euro-zone office of each of such Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, the Applicable EURIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards) of such quotations. If fewer than two quotations are provided, the Applicable EURIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded upwards) of the rates quoted by three major banks in the euro-zone selected by us at approximately 11:00 a.m., Brussels time, on such Interest Determination Date for loans in euro to leading European banks, having a maturity of three months, and in a principal amount equal to an amount of not less than €1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks so selected as aforesaid by us are not quoting as mentioned in this sentence, the relevant Floating Interest Rate for the Floating Rate Interest Period commencing on the Floating Rate Interest Reset Date following such Interest Determination Date will be the Floating Interest Rate in effect on such Interest Determination Date (i.e., the same as the rate determined for the immediately preceding Floating Rate Interest Reset Date).
|
•
|
100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest; and
|
•
|
the sum of the present values of the remaining scheduled payments, plus accrued and unpaid interest (excluding any portion of such payments of interest accrued as of the date of redemption).
|
(1)
|
to any tax, assessment or other governmental charge that is imposed by reason of the holder (or the beneficial owner for whose benefit such holder holds such note), or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder, being considered as:
|
(a)
|
being or having been engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;
|
(b)
|
having a current or former connection with the United States (other than a connection arising solely as a result of the ownership of the notes or the receipt of any payment or the enforcement of any rights thereunder), including being or having been a citizen or resident of the United States;
|
(c)
|
being or having been a personal holding company, a passive foreign investment company or a controlled foreign corporation for United States income tax purposes or a corporation that has accumulated earnings to avoid United States federal income tax;
|
(d)
|
being or having been a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision; or
|
(e)
|
being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
|
(f)
|
being a controlled foreign corporation within the meaning of Section 957(a) of the Code related within the meaning of Code Section 864(d)(4) to the Company; or
|
(g)
|
being subject to income tax withholding or backup withholding as of the date of the purchase by the holder or beneficial owner of the notes;
|
(2)
|
to any holder that is not the sole beneficial owner of the notes, or a portion of the notes, or that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the holder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; or
|
(3)
|
to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the holder or any other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the holder or beneficial owner of the notes, if compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge; and
|
(4)
|
to any tax, duty, levy, assessment or other governmental charge which would not have been imposed but for the presentation of the note or evidence of beneficial ownership thereof (where presentation is required) for payment on a date more than 30 days after the date on which such payment becomes due and payable or the date on which payment is duly provided for, whichever occurs later;
|
(5)
|
to any inheritance, gift, estate, personal property, sales, transfer or similar tax, duty levy, assessment, or similar governmental charge;
|
(6)
|
to any tax, duty, levy, assessment, or other governmental charge that is payable otherwise than by withholding from payments in respect of the notes;
|
(7)
|
to any tax, duty, levy, assessment or governmental charge that would not have been imposed but for an election by the holder or beneficial owner of the notes, the effect of which is to make one or more payments in respect of the notes subject to United States federal income tax, state or local tax, or any other tax, duty, levy, assessment or other governmental charge;
|
(8)
|
to any tax, duty, levy, assessment or governmental charge imposed under any of Sections 1471 through 1474 of the Code, any applicable United States Treasury Regulations promulgated thereunder, or any judicial or administrative interpretation of any of the foregoing; or
|
(9)
|
to any combination of items (1), (2), (3), (4), (5), (6), (7), or (8) above.
|
•
|
default for 30 days in payment of any interest on such series;
|
•
|
default in payment of any principal of or premium, if any, on such series;
|
•
|
default in payment of any sinking fund installment for such series;
|
•
|
default for 90 days after written notice in performance of any other covenant in the indenture (other than a covenant or agreement included in the indenture solely for the benefit of holders of any series of notes other than the applicable series);
|
•
|
certain events of bankruptcy, insolvency or reorganization; or
|
•
|
any other Event of Default provided with respect to that series.
|
•
|
extend the fixed maturity of such series of notes;
|
•
|
reduce the principal amount of such series of notes;
|
•
|
reduce the rate or extend the time of payment of interest on such series of notes;
|
•
|
impair or affect the right of any securityholder to institute suit for payment of principal or interest or change the coin or currency in which the principal of or interest on such series of notes is payable; or
|
•
|
reduce the percentage of aggregate principal amount of such series of notes from whom consent is required to modify the indenture.
|
•
|
provide for security for the series of notes;
|
•
|
evidence the assumption of our obligations under the indenture by a successor;
|
•
|
add covenants that would benefit holders of any notes;
|
•
|
cure any ambiguity, omission, defect or inconsistency;
|
•
|
change or eliminate any of the provisions of the indenture so long as such change or elimination becomes effective only when there are no securities created prior to the execution of the supplemental indenture then outstanding which are entitled to the benefit of such provision;
|
•
|
provide for a successor trustee; or
|
•
|
make such provisions as may be necessary or advisable in order to comply with the withholding provisions of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.
|
•
|
money in euros, which is the currency in which the notes are denominated;
|
•
|
U.S. Government Obligations, in the case of obligations issued or guaranteed by the Member States, which through the payment of interest and principal in accordance with their terms will provide money in euros; or
|
•
|
a combination thereof,
|
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.
|
Date of Eligibility. Directors who are on the Board as of January 1, 2020 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.
|
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 a Participant’s AC Account pursuant to Section 3.3 automatically shall be transferred to that Participant’s DC Account.
|
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 $90,000 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 the Audit Committee of the Board of Directors shall be paid an additional $30,000 annually for service as the Chair of the Audit Committee; (c) the Chair of the Compensation and Talent Committee of the Board of Directors shall be paid an additional $25,000 annually for service as the Chair of the Compensation; (d) the Chairs of each other committee of the Board of Directors shall be paid an additional $20,000 annually for service as a committee Chair (the Chair payments referred to in (b), (c) and (d) of Section 3.2 are collectively referred to herein as the “Chair Payment” and shall be payable in equal quarterly installments, and prorated for partial years of service as set forth in Section 3.4, as applicable); and (e) 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
|
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 2020 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.
|
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
|
Meeting at which Director is Elected
|
Percentage of Share Units credited
|
Meeting #1
|
100%
|
Meeting #2
|
80%
|
Meeting #3
|
60%
|
Meeting #4
|
40%
|
Meeting #5
|
20%
|
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
|
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 make an election in accordance with this Section 4.4, the balance in the Participant’s DC Account upon the Participant’s termination of service with the Company shall be paid in the form of a lump sum, unless otherwise provided in this Section 4.4. In the event of death or a Change in Control, all payments shall be made in the form of a lump sum payment.
|
(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
|
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 by the average of the high and low market prices at which a share of Stock shall have been sold on the Valuation Date, as reported on the New York Stock Exchange Composite Transactions listing. In the event of separation due to death or a Director or a Change in Control, the value of the balance of Share Units in the Participant’s DC Account shall be calculated in the same manner as set forth above in this Section 6.3, except that the Valuation Date for such purposes shall be the date of death of the Director or the date of the Change in Control, as the case may be.
|
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.
|
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
|
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 subsidiaries, or any officer or employee thereof; and in no event shall the terms of any Director’s Board appointment be modified or in any way affected thereby.
|
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.
|
You will step down from your current position as Senior Vice President, General Counsel & Chief Legal Officer on December 31, 2019.
|
2.
|
We would like you to continue with the Company to assist with transition through February 29, 2020 (“Separation Date”). The information in this letter assumes that you will continue this transition and will sign the enclosed release by December 31, 2019. Otherwise, your separation date will be December 31, 2019.
|
3.
|
Upon the Company's request, you will resign as a director of any company in which the Company has the right to appoint one or more directors.
|
4.
|
If you sign the enclosed release, you will be eligible for a benefit under The Coca-Cola Company Severance Pay Plan equivalent to two years of base salary, based on your current annual salary. This amount will be paid in a lump sum shortly after your Separation Date. This amount is subject to all applicable tax and withholdings.
|
5.
|
Your base salary will remain at the current rate until your Separation Date. You will not receive future increases.
|
6.
|
If you remain employed through December 31, 2019, you will receive an annual incentive award for 2019. The actual payment amount is contingent upon actual Company performance and your performance. Any award will be paid on or about March 15, 2020. Your participation and any award made to you shall be determined by the Compensation Committee.
|
7.
|
If you remain employed through February 29, 2020, you will receive an annual incentive award for 2020, prorated for two months. The actual payment amount is contingent upon actual Company
|
8.
|
You will be eligible for retiree health and welfare coverage. Enrollment information will be mailed to you shortly after your Separation Date and will provide information about your coverage options and the costs.
|
9.
|
All performance share unit (PSU) awards which you previously have received will be treated according to the terms of The Coca-Cola Company’s applicable restricted stock plans and programs as well as your related PSU Agreements. You will be personally liable for paying any taxes owed upon receipt of any award.
|
10.
|
All options you currently hold will vest and be exercisable according to the terms of the Company’s applicable stock option plans and programs as well as your related Stock Option Grant Agreements.
|
11.
|
When you exercise your vested stock options, you will be personally liable for paying any taxes owed on such exercises.
|
1.
|
You will not receive any additional equity grants.
|
2.
|
Your retirement benefits will consist of those benefits you have accrued under the standard terms and conditions of the plans in which you participate and in which benefits are vested as of your Separation Date.
|
3.
|
You will continue to be reimbursed up to $10,000 per year in financial planning and related expenses incurred by you annually up through your Separation Date.
|
4.
|
The Company will provide at its expense outplacement services through a designated services provider.
|
5.
|
The terms and conditions in this letter are further conditioned upon your signing and adhering to the attached Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality.
|
1.
|
You will step down from your current position as Senior Vice President, Chief Growth Officer, on December 31, 2019.
|
2.
|
You will no longer be on the Executive Committee and will cease to be an Executive Officer effective January 1, 2020 and will not be re-elected as a corporate officer.
|
3.
|
As we have discussed, we would like you to continue with the Company as Senior Strategic Advisor, through June 30, 2020. In this role, you will continue to work your normal schedule and assist with the transition of your responsibilities and related work as necessary and would separate on June 30, 2020 (“Separation Date”). The information in this letter assumes that you will continue this work and will sign the enclosed release by December 31, 2019. Otherwise, your separation date will be December 31, 2019.
|
4.
|
Upon the Company's request, you will resign as a director of any company in which the Company has the right to appoint one or more directors.
|
5.
|
If you sign the enclosed release, you will be eligible for a benefit under The Coca-Cola Company Severance Pay Plan equivalent to two years of base salary, based on your current annual salary. This amount will be paid in a lump sum shortly after your Separation Date. This amount is subject to all applicable tax and withholdings.
|
6.
|
Your base salary will remain at the current rate until your Separation Date. You will not receive future increases.
|
7.
|
If you remain employed through December 31, 2019, you will receive an annual incentive award for 2019. The actual payment amount is contingent upon actual Company performance and your performance. Any award will be paid on or about March 15, 2020. Your participation and any award made to you shall be determined by the Compensation Committee.
|
8.
|
If you remain employed through June 30, 2020, you will receive an annual incentive award for 2020, prorated for six months. The actual payment amount is contingent upon actual Company performance and your performance. Any award will be paid on or about March 15, 2021. Your participation and any award made to you shall be determined by the Compensation Committee.
|
9.
|
If you remain employed through June 30, 2020, you will be eligible for retiree health and welfare coverage. Enrollment information will be mailed to you shortly after your Separation Date and will provide information about your coverage options and the costs.
|
10.
|
All performance share unit (PSU) awards which you previously have received will be treated according to the terms of The Coca-Cola Company’s applicable restricted stock plans and programs as well as your related PSU Agreements. If you sign the enclosed release by December 31, 2019 and remain employed through June 30, 2020, you will be eligible for special treatment under the equity plan as described in your PSU Agreements. You will be personally liable for paying any taxes owed upon receipt of any award.
|
11.
|
All options you currently hold will vest and be exercisable according to the terms of the Company’s applicable stock option plans and programs as well as your related Stock Option Grant Agreements. If you sign the enclosed release by December 31, 2019 and remain employed through June 30, 2020, you will be eligible for special treatment under the equity plan as described in your Stock Option Grant Agreements.
|
12.
|
When you exercise your vested stock options, you will be personally liable for paying any taxes owed on such exercises.
|
1.
|
You will not receive any additional equity grants.
|
2.
|
Your retirement benefits will consist of those benefits you have accrued under the standard terms and conditions of the plans in which you participate and in which benefits are vested as of your Separation Date.
|
3.
|
You will continue to be reimbursed up to $10,000 per year in financial planning and related expenses incurred by you annually up through your Separation Date.
|
4.
|
The Company will provide at its expense outplacement services through a designated services provider.
|
5.
|
The terms and conditions in this letter are further conditioned upon your signing and adhering to the attached Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality by December 31, 2019.
|
•
|
Your principal place of assignment will be Atlanta, Georgia.
|
•
|
Your annual base salary for this position will remain USD 575,000.
|
•
|
You will continue to be eligible to participate in the annual Performance Incentive Plan. Your target annual incentive for this position is 100% of your annual base salary and will be used for your 2019 award. Any payment will depend on both the business performance and your personal contributions. Awards are made at the discretion of the Compensation Committee of the Board of Directors based upon recommendations by Senior Management. As a discretionary program, the performance factors, eligibility criteria, payment frequency, award opportunity levels and other provisions are variable. The plan may be modified from time to time.
|
•
|
You will continue to be eligible to participate in The Coca-Cola Company’s Long-Term Incentive (LTI) program. Awards are made at the discretion of the Compensation Committee of the Board of Directors based upon recommendations by Senior Management. You will be eligible to receive LTI awards within guidelines for the job grade assigned to your position, and based upon your leadership potential to impact the Company’s future growth. As a discretionary program, eligibility criteria, award opportunity levels, the award timing, frequency, size and mix of award vehicles are variable.
|
•
|
You are expected to continue to maintain share ownership pursuant to the Company’s share ownership guidelines at a level equal to four times your base salary. Because this represents an increase from your prior target level, you will have an additional two years, or until 2024, to meet your requirement. You will be asked to provide information in December
|
•
|
You will continue to be eligible for the Company’s Financial Planning Reimbursement Program which provides reimbursement of certain financial planning services, up to $10,000 annually, subject to taxes and withholding.
|
•
|
You will continue to be eligible for the Emory Executive Health benefit which includes a comprehensive physical exam and one-on-one medical and lifestyle management consultation. Further information regarding this benefit is enclosed.
|
•
|
You are required to enter into a new Agreement on Confidentiality, Non-Competition, and Non-Solicitation, as well as the Agreement Covering Inventions, Discoveries, Copyrightable Material, Trade Secrets, and Confidential Information, effective immediately.
|
•
|
This letter is provided as information and does not constitute an employment contract.
|
Subsidiaries of The Coca-Cola Company
As of December 31, 2019
|
|
|
Organized Under
Laws of:
|
The Coca-Cola Company
|
Delaware
|
Subsidiaries:
|
|
Atlantic Industries
|
Cayman Islands
|
Barlan, Inc.
|
Delaware
|
Beverage Brands S.R.L.
|
Peru
|
Beverage Financial Centre Unlimited Company
|
Ireland
|
Beverage Services Limited
|
United Kingdom
|
C.H.I. Limited
|
Nigeria
|
Caribbean Refrescos, Inc.
|
Delaware
|
CCHBC Grouping, Inc.
|
Delaware
|
Coca-Cola (China) Investment Limited
|
China
|
Coca-Cola (Japan) Company, Limited
|
Japan
|
Coca-Cola Africa (Pty) Limited
|
South Africa
|
Coca-Cola Beverages (Shanghai) Company Limited
|
China
|
Coca-Cola Beverages Africa Proprietary Limited
|
South Africa
|
Coca-Cola Beverages Asia Holdings SARL
|
Luxembourg
|
Coca-Cola Beverages Philippines, Inc.
|
Philippines
|
Coca-Cola Beverages Vietnam Ltd.
|
Vietnam
|
Coca-Cola Bottlers (Malaysia) Sdn. Bhd.
|
Malaysia
|
Coca-Cola de Chile S.A.
|
Chile
|
Coca-Cola Financial Corporation
|
Delaware
|
Coca-Cola Holdings (Asia) Limited
|
Hong Kong
|
Coca-Cola Holdings (Overseas) Limited
|
Delaware
|
Coca-Cola Holdings (United Kingdom) Limited
|
United Kingdom
|
Coca-Cola Holdings Africa Limited
|
United Kingdom
|
Coca-Cola India Private Limited
|
India
|
Coca-Cola Indochina Pte Ltd
|
Singapore
|
Coca-Cola Industrias Limitada - Brazil
|
Brazil
|
Coca-Cola Industrias, Sociedad de Responsabilidad Limitada
|
Costa Rica
|
Coca-Cola Korea Company, Limited
|
Korea, Republic of
|
Coca-Cola Ltd.
|
Canada
|
Coca-Cola Midi S.A.S.
|
France
|
Coca-Cola Oasis LLC
|
Delaware
|
Coca-Cola Overseas Parent Limited
|
Delaware
|
Coca-Cola Refreshments USA, LLC
|
Delaware
|
Coca-Cola South Asia (India) Holdings Limited
|
Hong Kong
|
Coca-Cola South Asia Holdings, Inc.
|
Delaware
|
Coca-Cola South Pacific Pty Limited
|
Australia
|
Conco Limited
|
Cayman Islands
|
Corporacion Inca Kola Peru S.R.L.
|
Peru
|
Costa Limited
|
United Kingdom
|
Dulux CBAI 2003 B.V.
|
Netherlands
|
Energy Brands Inc.
|
New York
|
European Refreshments
|
Ireland
|
Subsidiaries of The Coca-Cola Company
As of December 31, 2019
|
|
continued from page 1
|
|
|
Organized Under
Laws of:
|
Fresh Trading Limited
|
United Kingdom
|
Hindustan Coca-Cola Beverages Private Limited
|
India
|
Hindustan Coca-Cola Holdings Private Limited
|
India
|
Hindustan Coca-Cola Overseas Holdings Pte. Limited
|
Singapore
|
Middle Eastern Refreshments Holdings Ltd.
|
United Arab Emirates
|
Middle Eastern Refreshments Ltd.
|
United Arab Emirates
|
Pacific Refreshments Pte. Ltd.
|
Singapore
|
Recofarma Industria do Amazonas Ltda.
|
Brazil
|
Red Life Reinsurance Limited
|
Bermuda
|
Red Re Captive Insurance Company, Inc.
|
Georgia
|
Refreshment Product Services, Inc.
|
Delaware
|
S.A. Coca-Cola Services N.V.
|
Belgium
|
Servicios Integrados de Administracion y Alta Gerencia, S. de R.L. de C.V.
|
Mexico
|
The Coca-Cola Export Corporation
|
Delaware
|
The Coca-Cola Trading Company LLC
|
Delaware
|
The Inmex Corporation
|
Florida
|
Varoise de Concentres S.A.S.
|
France
|
1
|
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Registration Statement Number 2-88085 on Form S-8
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2
|
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Registration Statement Number 333-78763 on Form S-8
|
3
|
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Registration Statement Number 333-27607 on Form S-8
|
4
|
|
Registration Statement Number 333-35298 on Form S-8
|
5
|
|
Registration Statement Number 333-83290 on Form S-8
|
6
|
|
Registration Statement Number 333-88096 on Form S-8
|
7
|
|
Registration Statement Number 333-150447 on Form S-8
|
8
|
|
Registration Statement Number 333-169724 on Form S-3
|
9
|
|
Registration Statement Number 333-179707 on Form S-8
|
10
|
|
Registration Statement Number 333-186948 on Form S-8
|
11
|
|
Registration Statement Number 333-194215 on Form S-8
|
12
|
|
Registration Statement Number 333-195553 on Form S-8
|
13
|
|
Registration Statement Number 333-221170 on Form S-8
|
14
|
|
Registration Statement Number 333-224573 on Form S-8
|
15
|
|
Registration Statement Number 333-234311 on Form S-3
|
|
February 24, 2020
|
|
/s/ JAMES QUINCEY
|
|
James R. Quincey
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
February 24, 2020
|
|
/s/ John Murphy
|
|
John Murphy
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ JAMES QUINCEY
|
|
James R. Quincey
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
|
February 24, 2020
|
|
|
|
/s/ John Murphy
|
|
John Murphy
|
|
Executive Vice President and Chief Financial Officer
|
|
February 24, 2020
|