Coca-Cola (KO) 10-K risk factor changes: FY2022 vs FY2021

[removed: The] [added: Since early 2020, the] COVID-19 pandemic and the related actions by governments around the world to attempt to contain the spread of the virus have negatively impacted, and could continue to negatively impact, our business globally.

The extent and nature of [removed: government] [added: governmental] actions related to the COVID-19 pandemic [added: have] varied [removed: throughout 2020 and 2021] [added: across our markets] based upon the then-current extent and severity of the COVID-19 [removed: pandemic within the respective markets.][added: pandemic.]

At times we [added: have] experienced a decrease in sales of certain of our products in markets around the world, [removed: including] [added: as well as a shift in] consumer demand [removed: shifting] to more at-home consumption versus away-from-home consumption.

[removed: While in 2021 we have experienced improved trends in away-from-home channels and improved margins, if] [added: If] COVID-19 infection rates increase, the pandemic [removed: intensifies or expands geographically,] [added: intensifies,] or continued efforts to curb the pandemic are ineffective, the negative impacts of the pandemic on our sales could be more prolonged and may become more severe than [added: what] we [removed: are currently experiencing.][added: have experienced to date.]

Although we are unable to predict the impact on our ability to source materials in the future, we expect supply chain pressures to continue into [removed: 2022.][added: 2023.]

In addition to the above risks, the COVID-19 pandemic may exacerbate other risks related to our business, including risks related to changes in the retail landscape or the loss of key retail or foodservice customers; fluctuations in input costs, inflation rates, and foreign currency exchange rates; and the ability of third-party service providers and business partners to fulfill their [added: respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms.]

[added: Our third-party service providers and business partners may not fulfill their] respective commitments and responsibilities [removed: to us] in a timely manner and in accordance with the agreed-upon [removed: terms.][added: terms or applicable laws.]

Our ability to maintain or gain share of sales in the global market or in [added: regional or] local markets may be limited as a result of actions by competitors.

Such pressures may also increase marketing costs along with in-store [removed: placement and] [added: placement,] slotting [added: and other marketing] fees.

If we do not continuously strengthen our capabilities in marketing and innovation to maintain consumer interest, brand loyalty and market share while [removed: we selectively expand] [added: strategically expanding] into other profitable categories [removed: in] [added: of] the commercial beverage industry, our business could be negatively affected.

The success of our innovation activities depends on our ability to correctly anticipate customer and consumer acceptance and trends; obtain, maintain and enforce necessary intellectual property [removed: protections;] [added: rights;] and avoid infringing on the intellectual property rights of others.

[removed: Larger retailers] [added: Retailers] may seek lower prices from us and our bottling partners, may demand increased marketing or promotional [removed: expenditures,] [added: expenditures in support of their businesses,] and may be more likely to use their distribution networks to introduce and develop private-label brands, any of which could negatively affect the Coca-Cola system’s profitability.

In addition, in developed [removed: markets] [added: markets,] discounters and value stores are growing at a rapid pace, while in emerging and developing [removed: markets] [added: markets,] modern trade is growing at a faster pace than traditional trade outlets.

If we are unable to expand our [removed: operations] [added: business] in emerging and developing markets, our growth [removed: rate] could be negatively affected.

Scarcity of, or heavy competition for, talented [removed: employee resources] [added: employees] could impede our abilities in such markets.

If we do not successfully manage the [removed: possible] [added: potential] negative consequences of our productivity initiatives, our business operations could be adversely affected.

Some of the actions we may take from time to time in pursuing these opportunities may become a distraction for our managers and employees and may disrupt our ongoing business operations; cause deterioration in employee [removed: morale] [added: morale,] which may make it more difficult for us to retain or attract qualified managers and employees; disrupt or weaken the internal control structures of the affected business operations; and give rise to [added: negative publicity, which could affect our corporate reputation.]

If we are unable to successfully manage the [removed: possible] [added: potential] negative consequences of our productivity initiatives, our business operations could be adversely affected.

Competition [removed: and] [added: for, along with] compensation [added: and benefits] expectations [removed: for] [added: of,] existing and prospective personnel have increased.

In addition, the broader labor market is experiencing a shortage of qualified [removed: workers] [added: workers,] which has further increased the competition we face for qualified employees.

Failure to attract, hire, develop, motivate and retain highly skilled and diverse talent; to meet our goals related to fostering an inclusive and diverse culture, including increasing the number of underrepresented employees in the United [removed: States] [added: States;] to develop and implement an adequate succession plan for our management team; to maintain a corporate culture that fosters innovation, collaboration and inclusion; or to design and successfully implement flexible work models that meet the expectations of employees and prospective employees could disrupt our operations and adversely affect our business and our future success.

[removed: Our consolidated bottling operations] [added: We and our independent bottlers] operate a large fleet of trucks and other motor vehicles to distribute [removed: and deliver][added: beverage products to customers.]

In addition, we [added: and our independent bottlers] use a significant amount of electricity, natural gas and other energy sources to operate [removed: our] production [removed: plants and the] [added: plants,] bottling plants and distribution [removed: facilities operated by our consolidated bottling operations.][added: facilities.]

For additional information [removed: regarding ingredients, other] [added: on the] raw [removed: materials, packaging] materials and [removed: containers] [added: supplies] we use in our business, refer to the heading “Raw Materials” set forth in Part I, “Item 1.

Furthermore, some of our suppliers are located in countries experiencing political or other [removed: risks.][added: risks and/or unfavorable economic conditions.]

We and our bottling partners may not be able to maintain favorable arrangements and relationships with these suppliers, and our contingency plans may not be effective in preventing disruptions that may arise from shortages of any ingredients [removed: that are available from a limited number of suppliers] or [removed: from only one source.][added: other raw materials.]

[removed: Adverse] [added: In addition, adverse] weather conditions may affect the supply of [removed: other] agricultural commodities from which key ingredients for our products are derived.

In connection with our manufacturing and bottling operations, we [added: and our bottling partners] are dependent upon, among other things, [added: various ingredients and other] raw [removed: materials, packaging materials, plant labor] [added: materials] and [removed: transportation providers.][added: packaging materials.]

We expect the inflationary pressures on input and other costs to continue to impact our business in [removed: 2022.][added: 2023.]

If we do not successfully integrate and manage our acquired businesses, brands or bottling operations, [added: or if we are unable to realize a significant portion of the anticipated benefits of] our [added: joint ventures or strategic relationships, our] financial results could suffer.

We may also encounter unexpected difficulties, costs or delays in restructuring and integrating acquired businesses, brands or bottling operations into our Company’s [removed: operating] [added: operating, governance, sustainability] and internal control structures, including extending our Company’s internal control over financial reporting to newly acquired businesses, which may increase the risk of failure to prevent misstatements in their financial records and in our consolidated financial statements.

In the conduct of our business, we rely on relationships with third parties, including cloud data storage and other information technology service providers, suppliers, distributors, contractors, joint venture partners and other external business partners, for certain [removed: functions or for] services in support of key portions of our operations.

[removed: partners] [added: These third parties] are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory and market risks of their own.

In addition, while we have procedures in place for [removed: selecting and] [added: assessing risk along with selecting,] managing [added: and monitoring] our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk.

Increasing public concern about obesity; other health-related public concerns surrounding consumption of [removed: sugar-sweetened] [added: sweetened] beverages; [removed: possible] [added: potential] new or increased taxes on [removed: sugar-sweetened] [added: sweetened] beverages by government entities to reduce consumption or to raise revenue; additional governmental regulations concerning the advertising, marketing, labeling, packaging or sale of our [removed: sugar-sweetened] [added: sweetened] beverages; and negative publicity resulting from actual or threatened legal actions against us or other companies in our industry relating to the marketing, labeling or sale of [removed: sugar-sweetened] [added: sweetened] beverages may reduce demand for, or increase the cost of, our [removed: sugar-sweetened] [added: sweetened] beverages, which could adversely affect our profitability.

Consumer product preferences have evolved and continue to evolve as a result of, among other things, health, wellness and nutrition considerations, including concerns regarding caloric intake associated with [removed: sugar-sweetened] [added: sweetened] beverages and the perceived undesirability of artificial ingredients; [added: concerns regarding the perceived health effects of, or location of origin of, ingredients, raw materials or substances in our products or packaging, including due to the results of third-party studies (whether or not scientifically valid);] shifting consumer demographics; changes in consumer tastes and needs coupled with a rapid expansion of beverage options and delivery methods; changes in consumer lifestyles; concerns regarding [removed: location of origin or source of ingredients and raw materials and] the environmental, social and sustainability impact of ingredient sources and the product manufacturing process; consumer emphasis on transparency related to ingredients we use in our products and collection and recyclability of, and amount of recycled content contained in, our packaging containers and other materials; concerns about the health and welfare of animals in our dairy supply chain; and competitive product and pricing pressures.

However, despite our strong commitment to product safety and quality, we or our bottling partners periodically have not met, and may not always meet, these standards, particularly as we expand our product offerings through innovation or acquisitions into beverage categories, such as value-added dairy and plant-based beverages, that are beyond our [added: traditional range of beverage products.]

In addition, increasing public concern about [removed: actual or] perceived [added: or potential] health consequences of the presence of [removed: such] ingredients or substances in our beverage products or in packaging [removed: materials, whether] [added: materials (or alleged presence of substances such as PFAS) and/or the results of third-party studies (whether] or not [removed: justified,] [added: scientifically valid) purporting to assess the health implications of consumption of certain ingredients or substances present in certain of our products or packaging materials have resulted, and] could [removed: result] [added: result,] in additional governmental regulations concerning the advertising, marketing, labeling, packaging or sale of our beverages; [removed: possible] [added: potential] new or increased taxes on our beverages by government entities; and negative publicity, or actual or threatened legal actions against us or other companies in our industry, all of which could damage the reputation of, and may reduce demand for, our beverage products.

If we are not successful in our efforts to [removed: digitize] [added: digitalize] the Coca-Cola system, our financial results could be negatively affected.

We believe [removed: that] our future success will depend in part on our ability to adapt to and thrive in the digital environment.

Our business, operating results, financial condition and liquidity may be adversely affected by changes in global economic conditions, including inflation, credit market conditions, increased unemployment, levels of consumer and business confidence, commodity (including energy) prices and supply, a recession or economic slowdown, trade policies, foreign currency exchange rates, changing policy positions or priorities, levels of government spending and deficits, and actual or anticipated default on sovereign debt.

Product boycotts resulting from political activism could reduce demand for our products.

In March 2022, the Company announced the suspension of its business in Russia.

While we have maintained our operations in Ukraine to the extent possible, our business in Ukraine has been disrupted due to the conflict.

Although we currently do not anticipate that the suspension of our operations in Russia or the disruptions in Ukraine will have a material impact on our results of operations, the conflict has resulted, and could continue to result, in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to our information systems, reputational risk, heightened risks to employee safety, business disruptions (including labor shortages), reduced availability and increased costs for transportation, energy, packaging and raw materials and other input costs, additional sanctions, export controls and other legislation or regulations (including restrictions on the transfer of funds to and from Russia), or difficulty protecting and enforcing our intellectual property rights.

The ongoing conflict could result in the temporary or permanent loss of assets or result in additional impairment charges.

We cannot predict how and the extent to which the conflict will continue to affect our employees, operations, customers or business partners or our ability to achieve certain of our sustainability goals.

Disruption of our supply chain, including increased commodity, raw material, packaging, energy, transportation and other input costs may adversely affect our financial condition or results of operations.

We have experienced, and could continue to experience, disruptions in our manufacturing operations and supply chain.

Some of the raw materials and supplies used in the production of our products are available from a limited number of suppliers or from a sole supplier or are in short supply when seasonal demand is at its peak.

Any sustained or significant disruption to the manufacturing or sourcing of products or materials could increase our costs and interrupt product supply, which could adversely impact our business.

Throughout 2022, increases in energy demand, along with supply disruptions exacerbated by the conflict between Russia and Ukraine, resulted in significantly higher energy prices, particularly in Europe, which could continue to impact us and our independent bottlers in the future.

The raw materials and other supplies, including ingredients, agricultural commodities, energy, fuel, packaging materials, transportation, labor and other supply chain inputs that we use for the production and distribution of our products, are subject to price volatility and fluctuations in availability caused by many factors.

These factors include changes in supply and demand; supplier capacity constraints; a deterioration of our or our bottling partners’ relationships with suppliers; inflation; weather conditions (including the effects of climate change); wildfires and other natural disasters; disease or pests (including the impact of citrus greening disease on the citrus industry); agricultural uncertainty; health epidemics, pandemics or other contagious outbreaks (including COVID-19); labor shortages, strikes or work stoppages; changes in or the enactment of new laws and regulations; governmental actions or controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers); port congestion or delays; transport capacity constraints; cybersecurity incidents or other disruptions; political uncertainties; acts of terrorism; governmental instability; or fluctuations in foreign currency exchange rates.

Many of our raw materials and supplies are purchased in the open market and the prices we pay for such items are subject to fluctuation.

While we have experienced improved trends throughout 2021 and 2022 in away-from-home channels and improved margins, our recovery has been asynchronous, and the full extent to which the COVID-19 pandemic will affect our results of operations, financial condition and cash flows will depend on future developments that are highly uncertain.

We also participate in the sales of other beverage brands through licenses, joint ventures and strategic relationships.

Likewise, campaigns by activists connecting us, or our bottling system or supply

equity method investee bottling partners, it could also result in a decrease in our equity income and/or impairments of our equity method investments.

Model rules adopted pursuant to this project would establish a global per-country minimum tax of 15 percent, and the European Union has approved a directive requiring member states to incorporate similar provisions into their respective domestic laws.

The directive requires the rules to initially become effective for fiscal years starting on or after December 31, 2023.

Other countries have taken similar actions.

In addition, in the past, the

Changes in applicable laws or regulations or evolving interpretations thereof, changes in enforcement priorities of regulators, and differing or competing regulations and standards across the markets where our products or raw materials are made, manufactured, distributed or sold, have in the past resulted in, and could continue to result in, higher compliance costs, higher capital expenditures and higher production costs, or make it necessary for us to reformulate certain of our products, resulting in adverse effects on our business.

Global events, including the conflict between Russia and Ukraine, trade disputes, economic sanctions, inflation, increasing interest rates and emerging market volatility, and the resulting uncertainties, may cause currencies to fluctuate in relation to the U.S. dollar.

exposure to interest rate risks.

These incidents may be caused by failures during routine

As a result, we are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy and data protection.

These privacy and data protection laws may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements.

Our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies,

Our recovery has been asynchronous and the full extent to which the COVID-19 pandemic will affect our results of operations, financial condition and cash flows will depend on future developments that are highly uncertain and cannot be predicted, including, among others, new information which may emerge concerning the pandemic, vaccine adoption rates (including boosters) and the effectiveness of vaccines in limiting or stopping the spread of COVID-19, either over the long term or against new, emerging variants of COVID-19, and any related actions by governments.

In addition, continuing economic and political uncertainties, such as increased unemployment, decreases in disposable income, declines in consumer confidence, or economic slowdowns or recessions in any of our major markets, may slow down or prevent the recovery of the demand for our products or may erode such demand.

negative publicity which could affect our corporate reputation.

Increases in the cost, disruption of supply or shortages of energy or fuel could affect our profitability.

beverage products to customers.

An increase in the price, disruption of supply or shortage of fuel and other energy sources in countries where we have production plants, or in markets where our consolidated bottling operations operate, which may be caused by increasing demand, by events such as natural disasters, power outages and extreme weather, or by government regulations, taxes, policies or programs designed to reduce greenhouse gas emissions to address climate change, could increase our operating costs and negatively impact our profitability.

Our independent bottling partners also operate large fleets of trucks and other motor vehicles to distribute and deliver beverage products to their own customers and use a significant amount of electricity, natural gas and other energy sources to operate their own bottling plants and distribution facilities.

An increase in the price, disruption of supply or shortage of fuel and other energy sources in any of the major markets in which our independent bottling partners operate could increase the affected independent bottling partners’ operating costs and thus could indirectly negatively impact our results of operations.

Increases in the cost, disruption of supply or shortages of ingredients, other raw materials, packaging materials, aluminum cans and other containers could harm our business.

We and our bottling partners use various ingredients in our business, including HFCS, sucrose, aspartame, acesulfame potassium, sucralose, saccharin, cyclamate, steviol glycosides, ascorbic acid, citric acid, phosphoric acid, caffeine and caramel color; other raw materials such as coffee, orange and other fruit juice and juice concentrates; packaging materials such as PET, bio-based PET and recycled PET for bottles; and aluminum cans and other containers.

The prices of these ingredients, other raw materials, packaging materials, aluminum cans and other containers fluctuate depending on market conditions, governmental actions, climate change and other factors beyond our control, including the COVID-19 pandemic.

Substantial increases in the prices of our or our bottling partners’ ingredients, other raw materials, packaging materials, aluminum cans and other containers, to the extent they cannot be recouped through increases in the prices of finished beverage products, could increase our and our bottling partners’ operating costs and reduce our profitability.

Increases in the prices of our finished products resulting from a higher cost of ingredients, other raw materials, packaging materials, aluminum cans and other containers could affect affordability in some markets and reduce our or our bottling partners’ sales.

In addition, some of our ingredients, such as aspartame, acesulfame potassium, and saccharin, as well as some packaging containers, such as aluminum cans, are available from a limited number of suppliers, and certain other ingredients are only available from one source.

For example, drought conditions in certain parts of the United States or in other major corn-producing

areas of the world may negatively affect the supply of corn, which in turn may result in shortages of and higher prices for HFCS.

The citrus industry is impacted by the variability of weather conditions and by greening disease, which affect the supply and quality of orange juice and orange juice concentrate, which are important raw materials for our business.

In particular, freezing weather or hurricanes in central Florida may result in shortages and higher prices for orange juice and orange juice concentrate throughout the industry.

In addition, greening disease is reducing the number of citrus trees and increasing grower costs and prices.

An increase in the cost, a sustained interruption in the supply, or a shortage of some of these ingredients, other raw materials, packaging materials, aluminum cans and other containers that may be caused by changes in or the enactment of new laws and regulations; a deterioration of our or our bottling partners’ relationships with suppliers; supplier quality and reliability issues; trade disruptions; changes in supply chain; and increases in tariffs; or events such as natural disasters, widespread outbreaks of infectious diseases (such as the COVID-19 pandemic), power outages, labor strikes, political uncertainties or governmental instability, or the like could negatively impact our net operating revenues and profits.

We may not be able to increase prices to fully offset inflationary pressures on various costs, such as our costs for materials and labor, which may adversely impact our financial condition or results of operations.

In 2021 and the early part of 2022, the costs of raw materials, packaging materials, labor, energy, fuel, transportation and other inputs necessary for the production and distribution of our products have rapidly increased.

In addition, many of these items are subject to price fluctuations from a number of factors, including, but not limited to, market conditions, geopolitical developments, demand for raw materials, weather, growing and harvesting conditions, climate change, energy costs, currency fluctuations, supplier capacities, governmental actions, import and export requirements (including tariffs), and other factors beyond our control.

These third-party service providers and business

Our third-party service providers and business partners may not fulfill their respective commitments and responsibilities in a timely manner and in accordance with the agreed-upon terms.

traditional range of beverage products.

Furthermore, the Guiding Principles on Business and Human Rights, endorsed by the United Nations Human Rights Council, outline how businesses should implement the corporate responsibility to respect human rights principles included in the United Nations “Protect, Respect and Remedy” framework on human rights.

workers; and adverse publicity surrounding obesity and health concerns related to our products, water usage, environmental impact, labor relations or the like could negatively affect our Company’s overall reputation and brand image, which in turn could have a negative impact on our products’ acceptance by consumers.

concentrates and syrups, our ability to do so may be materially limited by our bottling partners’ financial condition and their ability to pass price increases along to their customers.

A second pillar would establish a global per-country minimum tax of 15 percent.

transition tax payable as part of the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”).

and agents with all applicable legal requirements.

12-month maturities, will continue to be published through June 2023.

We have a long-term strategic relationship in the global energy drink category with Monster.

If we are unable to successfully manage our relationship with Monster, or if for any other reason we fail to realize all or a significant part of the benefits we expect from this strategic relationship and the related investment, our financial performance could be adversely affected.

Because

The Company maintains an information risk management program which is supervised by information technology management and reviewed by a cross-functional committee.

As part of this program, reports that include analysis of emerging risks, as well as the Company’s plans and strategies to address them, are regularly presented to senior management and the Audit Committee of the Board of Directors.

As a result, we are subject to various U.S. federal and state and foreign laws and regulations relating to personal data.

significantly.

- *Operations Review* — an analysis of our consolidated results of operations for [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] and year-to-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

An analysis of our consolidated results of operations for [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] and year-to-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] can be found in MD&A in Part II, Item 7 of the Company’s Form 10-K for the year ended December 31, [removed: 2020.][added: 2021.]

We own or license and market numerous beverage brands, which we group into the following categories: Trademark Coca-Cola; sparkling flavors; [removed: hydration,] [added: water,] sports, coffee and tea; [removed: nutrition,] juice, [added: value-added] dairy and plant-based beverages; and emerging beverages.

We own and market five of the world’s top six nonalcoholic sparkling soft drink brands: Coca-Cola, Sprite, Fanta, [removed: Diet Coke and] Coca-Cola Zero [removed: Sugar.][added: Sugar and Diet Coke/Coca-Cola Light.]

Beverages bearing trademarks owned by or licensed to us account for [removed: 2.1] [added: 2.2] billion of the [removed: approximately 63] [added: estimated 64] billion servings of all beverages consumed worldwide every day.

[removed: In addition, outside the] United States, our bottling partners are typically authorized to manufacture fountain syrups, using our concentrates, which they sell to fountain retailers for use in producing beverages for immediate consumption, or to authorized fountain wholesalers who [added: in turn sell and distribute the fountain syrups to fountain retailers.]

| Year Ended December 31, | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | |

| Concentrate operations | | | [removed: 83] [added: 82] | | % | [removed: 82] [added: 83] | | % |

| Finished product operations | | | [removed: 17] [added: 18] | | | [removed: 18] [added: 17] | | |

We, along with other beverage companies, are affected by a number of factors, including, but not limited to, the cost to manufacture and distribute products, consumer spending, economic conditions, availability and quality of water, consumer preferences, inflation, [removed: political climates,] [added: geopolitical conditions,] local and national laws and regulations, foreign currency [added: exchange rate] fluctuations, fuel prices, weather patterns and the COVID-19 pandemic.

Throughout [removed: 2021,] [added: 2022,] the effects of the COVID-19 [removed: pandemic] [added: pandemic, including the resurgence of the virus in certain countries] and the related actions by governments [removed: around the world] to attempt to contain the spread of the [removed: virus] [added: virus,] continued to [added: negatively] impact our [removed: business globally.][added: business.]

While uncertainties caused by the COVID-19 pandemic remain, and factors such as the state of the supply chain, labor shortages and the inflationary environment are likely to impact the pace of the economic recovery, we [removed: expect to continue to see improvements in our business as we continue to learn and adapt to the ever-changing environment.][added: are focused on executing for growth.]

[removed: In order to deliver against these objectives, we] [added: We are] focused on the following [added: strategic] priorities: unlocking the potential of our portfolio of strong global, regional and scaled local brands; developing a robust innovation pipeline focusing on scalable initiatives; increasing consumer-centric marketing effectiveness and efficiency; winning in the marketplace with aligned data-driven revenue growth management and execution capabilities; and further embedding [removed: ESG] [added: sustainability] goals into our operations.

Refer to Note [removed: 18] [added: 5] of Notes to Consolidated Financial Statements for additional information [removed: about] [added: on] our [removed: strategic realignment initiatives.][added: hedging activities.]

Being [added: a] global [added: enterprise] provides unique opportunities for our Company.

There is growing concern among consumers, public health professionals and [removed: government agencies] [added: governments] about the health problems associated with obesity.

We understand [removed: and recognize] that obesity is a complex public health [removed: challenge] [added: challenge,] and [added: we] are committed to being a part of the solution.

- offer [added: an expanded portfolio of beverage choices, including] reduced-, low- and no-calorie beverage options;

- provide our beverages in a range of packaging [removed: sizes;] [added: sizes, including small sizes to enable portion control;] and

- market responsibly, including no advertising targeted to children under [removed: 12.][added: 13.]

As a consequence of these changes, many consumers want more beverage choices, personalization, a focus on [removed: sustainability and recyclability,] [added: sustainability,] and transparency related to our products and packaging.

We are committed to meeting [removed: their] [added: changing consumer] needs and to generating growth through our evolving portfolio of beverage brands and products (including numerous low- and no-calorie [removed: products),] [added: products);] selectively expanding into other profitable categories of the commercial beverage [removed: industry,] [added: industry;] innovative and sustainable [removed: packaging,] [added: packaging;] and ingredient education efforts.

As a result, we must continuously strengthen our capabilities in marketing and innovation [removed: in order] to compete in a digital environment and maintain [removed: our] brand loyalty and market share.

The Coca-Cola system works every day to [removed: share] [added: produce high quality,] safe and refreshing beverages [removed: with] [added: for] consumers around the world.

As investors and stakeholders increasingly focus on [removed: ESG issues,] [added: sustainability matters,] our Company and companies across all industries are facing challenges and risks related to, among other things, [removed: environmental] [added: sustainable packaging; water] stewardship; [removed: social responsibility;] [added: climate; health and nutrition; human rights; and] diversity, equity and [removed: inclusion; and workplace rights.][added: inclusion.]

We have established specific [removed: ESG goals related to] [added: sustainability focus areas:] water quality and scarcity; packaging materials used for our products; reduction of [removed: added sugar in our beverages; reduction of] carbon dioxide and other greenhouse gas emissions; sustainable [removed: agriculture;] [added: sourcing of agricultural commodities;] diversity, equity and inclusion; and human and workplace rights.

Our ability to achieve our [removed: ESG] [added: sustainability] goals is dependent on many factors, including, but not limited to, our actions along with the actions of various stakeholders, such as our bottling partners, suppliers, governments, nongovernmental organizations, communities, and other third parties, all of which are outside of our control.

Management has discussed the development, selection and disclosure of critical accounting policies and estimates with the Audit Committee of [removed: the] [added: our] Company’s Board of Directors.

While our estimates and assumptions are based on our knowledge of current events and [added: on] actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions.

Additionally, there are situations in which consolidation is required even though the usual condition of consolidation [removed: (ownership] [added: (i.e., ownership] of a majority voting interest) does not apply.

This disproportionate relationship results in what is known as a variable interest, and the entity in which another entity holds a [added: variable interest is referred to as a “VIE.” An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE.]

Refer to Note [removed: 11] [added: 2] of Notes to Consolidated Financial [removed: Statements.][added: Statements for additional information.]

[removed: Our consolidated net income includes our] Company’s proportionate share of the net income or loss of these companies.

Our judgment regarding the level of influence over each equity method investee includes considering key [removed: factors] [added: factors,] such as our ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions.

Our Company faces many uncertainties and risks related to various economic, political and regulatory environments in the countries [added: and territories] in which we operate, particularly in developing and emerging markets.

The variability of these factors depends on a number of conditions, [removed: including uncertainties associated with the COVID-19 pandemic,] and thus our accounting estimates may change from period to period.

The Company has certain intangible and other long-lived assets that are more dependent on cash flows generated in [removed: the] away-from-home channels and/or that generate cash flows in geographic areas [removed: that] [added: which] are more heavily impacted by the COVID-19 [removed: pandemic] [added: pandemic,] and [removed: are] therefore [added: these assets are] more susceptible to impairment.

If we had used other assumptions and estimates when [added: impairment] tests [removed: of these assets] were performed, impairment charges could have resulted.

Refer to Note 16 of Notes to Consolidated Financial [added: Statements for the discussion of impairment charges.]

As of December 31, [removed: 2021,] [added: 2022,] the carrying value of our investment in Coca-Cola Bottlers Japan Holdings Inc. (“CCBJHI”) exceeded its fair value by [removed: $87] [added: $29] million, or [removed: 18] [added: 8] percent.

In addition, outside the

On March 8, 2022, the Company announced the suspension of its business in Russia as a result of the conflict between Russia and Ukraine.

In addition, the conflict has caused a disruption of our business in Ukraine.

The Company will continue to monitor and assess the situation as circumstances evolve.

As a point of reference, in 2021, the Company’s business in Russia and Ukraine contributed 2 percent of the Company’s unit case volume and 1 percent and 2 percent of the Company’s consolidated net operating revenues and operating income, respectively.

Despite the dynamic world in which we are currently operating, we believe we are well positioned to create value for our Company and our stakeholders.

In an effort to support our future growth, we are continuing to invest in our portfolio of brands, our strategic capabilities and our people.

Obesity continues to impact communities and countries worldwide.

*Sustainability Matters*

Our consolidated net income includes our

These factors are even more difficult to estimate as a result of uncertainties associated with the scope, severity and duration of the global COVID-19 pandemic.

The variability of these factors depends on a number

The discount rate assumption used to account for pension plans reflects the rate at which the benefit obligations could be effectively settled.

The discount rate for U.S. and certain non-U.S. plans is determined using a matching technique whereby the rates of a yield curve, developed from high-quality debt securities, are applied to projected benefit cash flows to determine the appropriate effective discount rate.

For other non-U.S. plans, we base the discount rate assumption on comparable indices within each of the respective countries.

In 2022, the Company’s net periodic pension income was $124 million.

The primary driver of this change is the unfavorable performance of plan assets in 2022, partially offset by the net impact of the increase in the weighted-average discount rate at December 31, 2022 compared to December 31, 2021.

In making

In August 2022, the Company acquired a controlling interest in a bottling operation in Malawi.

The impact of this acquisition has been included as a structural change in our analysis of net operating revenues on a consolidated basis as well as for the Bottling Investments and Europe, Middle East and Africa operating segments.

Additionally, in November 2022, the Company refranchised our bottling operations in Cambodia.

The increase was primarily a result of strength in away-from-home channels and ongoing investments in the marketplace.

Unit case volume in the Africa operating unit was even.

The growth in the Europe operating unit included the impact of the suspension of the Company’s business in Russia.

The performance in the Africa operating unit included the impact of transitioning certain territories to new franchise bottling partners.

- North America — favorable pricing initiatives, including a benefit resulting from the timing of price increases in the prior year, and favorable channel, package and product mix;

- Global Ventures — favorable pricing initiatives and favorable channel mix, primarily due to the timing of Costa retail store reopenings in the United Kingdom in the prior year, offset by the unfavorable impact of no longer receiving COVID-related incentives in the current year; and

In addition, foreign currency exchange rate fluctuations impact the percentage contribution of each operating segment.

This decrease was primarily due to the unfavorable impact of foreign currency exchange rate fluctuations, increased commodity and transportation costs, and the acquisition of BodyArmor, a finished goods business, in November 2021.

The impact of these items was partially offset by favorable pricing initiatives as well as favorable channel and package mix.

| Year Ended December 31, | | | 2022 | | | 2021 | | |

The increase in selling and distribution expenses was due to the continued recovery from the COVID-19 pandemic.

| Year Ended December 31, | | | 2022 | | | 2021 | | |

These charges primarily consisted of $1,000 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife, LLC ("fairlife") in 2020, $85 million related to the Company’s productivity and reinvestment program and $57 million related to the impairment of a trademark in Asia Pacific.

In addition, other operating charges included $38 million related to the restructuring of our North America operating unit and $38 million related to the BodyArmor acquisition in 2021, which included various transition and transaction costs, employee retention costs and the amortization of noncompete agreements, net of the reimbursement of distributor termination fees recorded in 2021.

These charges were partially offset by a net gain of $6 million due to revisions of management’s estimates related to the Company’s strategic realignment initiatives.

In

| Year Ended December 31, | | | 2022 | | | 2021 | | |

| Year Ended December 31, | | | 2022 | | | 2021 | | |

The decrease in our operating margin on a consolidated basis was primarily due to the unfavorable impact of foreign currency exchange rate fluctuations, increased commodity and transportation costs, increased marketing spending, and the acquisition of BodyArmor, a finished goods business, in November 2021.

Overview

in turn sell and distribute the fountain syrups to fountain retailers.

In particular, the number of people contracting COVID-19 and the preventive measures taken to contain COVID-19, including the spread of new variants, negatively impacted our unit case volume and increased our costs to manufacture and distribute our products.

Our price, product and geographic mix was also negatively impacted, primarily due to unfavorable channel and product mix as consumer demand shifted to more at-home consumption versus away-from-home consumption.

However, the timing and number of people receiving vaccinations, the governmental actions to reopen certain economies around the world, and the substance and pace of the economic recovery favorably impacted our business when compared to 2020.

The Company’s priorities during the COVID-19 pandemic and related business disruptions are ensuring the health and safety of our employees; supporting and making a difference in the communities we serve; keeping our brands in supply; maintaining the quality and safety of our products; and serving our customers across all channels as they adapt to the shifting demands of consumers during the pandemic.

Throughout the pandemic, business continuity and adapting to the needs of our customers have been critical.

We have developed systemwide knowledge-sharing routines and processes, which include the management of any supply chain challenges.

As of the date of this filing, while we have experienced some temporary supply chain disruptions, there has been no material impact, and we do not foresee a material impact, on our and our bottling partners’ ability to manufacture or distribute our products.

Despite the pandemic, we are not losing sight of long-term opportunities for our business.

The pandemic helped us realize we could be much bolder in our efforts to change.

We identified the following key objectives to navigate the pandemic and position us to capture growth: winning more consumers; gaining market share; maintaining strong system economics; strengthening stakeholder impact; and equipping the organization to win.

In August 2020, the Company announced strategic steps to transform our organizational structure to better enable us to capture growth in the fast-changing marketplace.

The Company has transformed into a networked global organization designed to combine the power of scale with the deep knowledge required to win locally.

The rates of obesity affecting communities, cultures and countries worldwide continue to be too high.

We are also committed to continuing to expand the variety of choices we provide to consumers and to providing options that reflect consumer concerns about impacts to the planet.

*Environmental and Social Matters*

variable interest is referred to as a “VIE.” An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE.

These factors are even more difficult to estimate as a result of uncertainties associated with the scope, severity and duration of the global COVID-19 pandemic and any resurgences of the pandemic, including, but not limited to, the number of people contracting the virus; the impact of shelter-in-place and social distancing requirements; the impact of governmental actions across the globe to contain the virus; vaccine availability, rates of vaccination and effectiveness of vaccines against existing and new variants of the virus; governmental or other vaccine mandates and any associated business and supply chain disruptions; and the substance and pace of the economic recovery.

While uncertainties still exist, we expect to see continued improvements in our business as vaccines become more widely available, as vaccination rates increase, and as consumers return to many of their previous work routines as well as socializing and traveling.

Statements for the discussion of impairment charges.

The impairment charge

Our Company sponsors and/or contributes to pension plans covering substantially all U.S. employees.

At each measurement date, we determine the discount rate primarily by reference to rates of high-quality, long-term corporate bonds that mature in a pattern similar to the future benefit payments we anticipate making under the plans.

In 2021, the Company’s total income related to defined benefit pension plans was $61 million, which included net periodic pension income of $180 million and net charges of $119 million related to settlements, curtailments and special termination benefits.

The increase in 2022 expected net periodic pension income is primarily due to an increase in the weighted-average discount rate at December 31, 2021 compared to December 31, 2020, favorable asset performance in 2021 and a reduction in the number of plan participants arising from our strategic realignment initiatives, partially offset by a decrease in the expected weighted-average long-term rate of return on plan assets assumption.

The estimated impact of a 50 basis-point decrease in the discount rate would result in a $17 million decrease in our 2022 net periodic pension income.

The sensitivity information provided above is based only on changes to the actuarial assumptions used for our U.S. pension plans.

These timing differences create deferred tax assets and liabilities.

differences between the book basis and tax basis of assets and liabilities.

a third party.

In 2020, the Company discontinued our Odwalla juice business.

Sparkling soft drinks represented 69 percent of our worldwide unit case volume in both 2021 and 2020.

Trademark Coca‑Cola accounted for 47 percent of our worldwide unit case volume in both 2021 and 2020.

In 2021, unit case volume in the United States represented 17 percent of the Company’s worldwide unit case volume.

Of the U.S. unit case volume, 61 percent was attributable to sparkling soft drinks.

Trademark Coca-Cola accounted for 42 percent of U.S. unit case volume.

Unit case volume outside the United States represented 83 percent of the Company’s worldwide unit case volume in 2021.

The countries outside the United States in which our unit case volumes were the largest were Mexico, China, Brazil and India, which together accounted for 31 percent of our worldwide unit case volume.

Of the non-U.S. unit case volume, 71 percent was attributable to sparkling soft drinks.

We use derivative financial instruments to further reduce our net exposure to foreign currency [added: exchange rate] fluctuations.

Additionally, we enter into forward exchange contracts to offset the earnings impact related to foreign currency [added: exchange rate] fluctuations on certain monetary assets and liabilities.

The total notional values of our foreign currency derivatives were [removed: $13,691] [added: $11,370] million and [removed: $16,663] [added: $13,691] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

These values included derivative instruments that [removed: are] [added: were] designated and [removed: qualify] [added: qualified] for hedge accounting [removed: as well as] [added: along with derivative instruments that are] economic hedges.

The fair value of foreign currency derivatives that [removed: qualify] [added: qualified] for hedge accounting resulted in a net unrealized [removed: gain] [added: loss] of [removed: $174] [added: $66] million as of December 31, [removed: 2021,] [added: 2022,] and we estimate that a 10 percent weakening of the U.S. dollar would have [removed: decreased] [added: increased] the net unrealized [removed: gain] [added: loss] to [removed: $172] [added: $296] million.

The fair value of the foreign currency derivatives that [removed: do] [added: did] not qualify for hedge accounting resulted in a net unrealized [removed: gain] [added: loss] of [removed: $10] [added: $20] million as of December 31, [removed: 2021,] [added: 2022,] and we estimate that a 10 percent weakening of the U.S. dollar would have resulted in a [removed: $58] [added: $137] million [removed: increase] [added: decrease] in fair value.

Based on the Company’s variable-rate debt and derivative instruments outstanding as of December 31, [removed: 2021,] [added: 2022,] we estimate that a 1 percentage point increase in interest rates would have increased interest expense by [removed: $125] [added: $136] million in [removed: 2021.][added: 2022.]

[added: In addition, our policy] limits the amount of credit exposure to any one issuer.

We estimate that a 1 percentage point increase in interest rates would have resulted in a [removed: $52] [added: $29] million decrease in the fair value of our portfolio of highly liquid debt securities.

The total notional values of our commodity derivatives were [removed: $918] [added: $371] million and [removed: $726] [added: $918] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

There were no significant commodity derivatives that [removed: qualify] [added: qualified] for hedge accounting as of December 31, [removed: 2021*.*] [added: 2022*.*] The fair value of the commodity derivatives that [removed: do] [added: did] not qualify for hedge accounting resulted in a net [removed: gain] [added: loss] of [removed: $127] [added: $1] million as of December 31, [removed: 2021,] [added: 2022,] and we estimate that a 10 percent decrease in underlying commodity prices would have resulted in [removed: a $71] [added: an $8] million decrease in fair value.

In 2022, we generated $27.6 billion of our net operating revenues from operations outside the United States.

Due to the geographic diversity of our operations, weakness in some currencies may be offset by strength in other currencies over time.

These values included derivative instruments that were designated and qualified for hedge accounting along with derivative instruments that are economic hedges.

In 2021, we used 70 functional currencies in addition to the U.S. dollar and generated $25.6 billion of our net operating revenues from operations outside the United States; therefore, weakness in some currencies may be offset by strength in other currencies over time.

In addition, our policy

We own or license and market numerous beverage brands, which we group into the following categories: Trademark Coca-Cola; sparkling flavors; [removed: hydration,] [added: water,] sports, coffee and tea; [removed: nutrition,] juice, [added: value-added] dairy and plant-based beverages; and emerging beverages.

We own and market five of the world’s top six nonalcoholic sparkling soft drink brands: Coca-Cola, Sprite, Fanta, [removed: Diet Coke and] Coca-Cola Zero [removed: Sugar.][added: Sugar and Diet Coke/Coca-Cola Light.]

Beverages bearing trademarks owned by or licensed to the Company account for [removed: 2.1] [added: 2.2] billion of the [removed: approximately 63] [added: estimated 64] billion servings of all beverages consumed worldwide every day.

We are guided by our purpose, which is to refresh the world and make a [removed: difference, and rooted in our strategy to drive net operating revenue growth and generate long-term value.][added: difference.]

We craft meaningful brands and a choice of drinks that people love and [added: enjoy and] that refresh them in body and spirit.

We [removed: use] [added: grow] our [removed: leadership to be part of the solution to] [added: business in ways that] achieve positive change in the world and [removed: to] build a more sustainable future for our planet.

The operating [removed: units, which sit under four geographic operating segments, as discussed below,] [added: units] are [added: focused on regional and local execution and are] highly interconnected, with [removed: more consistency in their structure and a focus on] [added: the goal of] eliminating duplication of resources and scaling new products more quickly.

Our operating structure also includes Corporate, which consists of two components: (1) a center focusing on strategic initiatives, policy, governance and scaling global [removed: initiatives;] [added: initiatives,] and (2) a platform services organization supporting the operating units, global marketing category leadership teams and the center by providing efficient and scaled global services and [removed: capabilities] [added: capabilities,] including, but not limited to, transactional work, data management, consumer analytics, digital commerce and social/digital hubs.

- “Trademark Coca-Cola Beverages” or “Trademark Coca-Cola” means [added: nonalcoholic] beverages bearing the trademark Coca-Cola or any trademark that includes Coca-Cola or Coke (that is, Coca-Cola, 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.).

- sparkling soft drinks: Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Fresca, [removed: Schweppes,1] [added: Schweppes1,] Sprite and Thums Up;

- [removed: hydration,] [added: water,] sports, coffee and tea: Aquarius, Ayataka, BODYARMOR, Ciel, Costa, [removed: doğadan,] Dasani, [added: doğadan,] FUZE TEA, Georgia, glacéau smartwater, glacéau vitaminwater, Gold Peak, Ice Dew, I LOHAS, Powerade and Topo Chico; and

- [removed: nutrition,] juice, [added: value-added] dairy and plant-based beverages: AdeS, Del Valle, fairlife, innocent, Minute Maid, Minute Maid Pulpy and Simply.

[removed: 1Schweppes] [added: 1 Schweppes] is owned by the Company in certain countries other than the United States.

In addition to the beverage brands we own, we also provide marketing support and otherwise participate in the sales of other beverage brands through licenses, joint ventures and strategic [removed: partnerships.][added: relationships.]

Consumers enjoy finished beverage products bearing trademarks owned by or licensed to the Company at a rate of [removed: 2.1] [added: 2.2] billion servings each day.

Our strong and stable bottling and distribution system helps us [removed: to] capture growth by manufacturing, distributing and selling existing, enhanced and new innovative products to consumers throughout the world.

The Coca-Cola system sold [removed: 31.3] [added: 32.7] billion and [removed: 29.0] [added: 31.3] billion unit cases of our products in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Sparkling soft drinks represented 69 percent of our worldwide unit case volume in both [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Trademark Coca-Cola accounted for [added: 46 percent and] 47 percent of our worldwide unit case volume in [removed: both 2021] [added: 2022] and [removed: 2020.][added: 2021, respectively.]

In [removed: 2021,] [added: 2022,] unit case volume in the United States [added: represented 17 percent of the Company’s worldwide unit case volume.]

[added: Unit case volume outside the United States] represented [removed: 17] [added: 83] percent of the Company’s worldwide unit case [removed: volume.][added: volume in 2022.]

The countries outside the United States in which our unit case volumes were the largest were Mexico, China, Brazil and India, which together accounted for [removed: 31] [added: 32] percent of our worldwide unit case volume.

Of the non-U.S. unit case volume, [removed: 71] [added: 70] percent was attributable to sparkling soft drinks.

Trademark Coca-Cola accounted for [removed: 48] [added: 47] percent of non-U.S. unit case volume.

Our five largest independent bottling partners based on unit case volume in [removed: 2021] [added: 2022] were as follows:

- 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 [removed: (nationwide), Nicaragua (nationwide), Costa Rica (nationwide), Panama (nationwide),] [added: (most of the country),] Colombia (most of the country), [removed: Venezuela (nationwide),] [added: Nicaragua, Costa Rica, Panama, Venezuela, Uruguay,] Brazil (a major part of the states of São Paulo and Minas [removed: Gerais,] [added: Gerais;] the [removed: state] [added: states] of Mato Grosso do Sul, [removed: the state of Paraná, the state of] [added: Paraná and] Santa [removed: Catarina,] [added: Catarina; and] part of the [removed: state] [added: states] of Rio Grande do Sul, [removed: part of the state of] Goiás and [removed: part of the state of] Rio de Janeiro), [added: and] Argentina (federal capital of Buenos Aires and surrounding [removed: areas) and Uruguay (nationwide);][added: areas);]

- 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, [added: Egypt,] Estonia, Greece, Hungary, Italy, Latvia, Lithuania, Moldova, Montenegro, Nigeria, North Macedonia, Northern Ireland, Poland, Republic of Ireland, Romania, [removed: the Russian Federation,] [added: Russia,] Serbia, Slovakia, Slovenia, Switzerland and Ukraine;

- 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 [removed: parts] [added: part] of the states of New Mexico, Oklahoma and Arkansas in the United States; and

- Swire [removed: Beverages,] [added: Coca-Cola Limited,] which [removed: has] [added: as of December 31, 2022 had] bottling and distribution operations in 11 provinces and the Shanghai [removed: Municipality] [added: municipality] in [removed: the eastern and southern areas of] mainland China, Hong Kong, [removed: Taiwan] [added: Taiwan, Cambodia] and territories in 13 states in the western United States.

In [removed: 2021,] [added: 2022,] these five bottling partners combined represented [removed: 41] [added: 42] percent of our total worldwide unit case volume.

However, we typically reserve for [removed: ourselves] [added: us] or our designee the right (1) to prepare and package such Company Trademark Beverages in such containers in the territory for sale outside the territory; (2) to prepare, package, distribute and sell such Company Trademark Beverages in the territory in any other manner or form (territorial restrictions on bottlers vary in some cases in accordance with local law); and (3) to handle certain key accounts (accounts that cover multiple territories).

The aggregate amount provided by our Company to bottlers, resellers and other customers of our Company’s products, principally for participation in promotional and marketing programs, was [removed: $4.7] [added: $4.8] billion in [removed: 2021.][added: 2022.]

In addition, from time to time we make equity investments representing noncontrolling interests in [removed: selected] [added: certain] bottling operations with the intention of maximizing the strength and efficiency of the Coca-Cola system’s production, marketing, sales and distribution capabilities around the world by providing expertise and resources to strengthen those businesses.

These investments are intended to result in increases in unit case volume, net [added: operating] revenues and profits at the bottler level, which in turn generate increased sales for our Company’s concentrate operations.

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

The Company has directly entered the alcohol beverage [removed: segment] [added: category] in numerous markets outside the United States.

In the United States, the Company has authorized alcohol-licensed third parties to use certain of our [removed: brands] [added: trademarks and related intellectual property] on alcohol [removed: beverages.][added: beverages that contain Company beverage bases.]

Competitive products include all flavored alcohol beverages [removed: of varying] [added: containing various] alcohol bases.

[removed: Our competitive challenges include strong competitors in all geographic regions; in many countries, a concentrated] retail sector with powerful buyers able to freely choose among Company products, products of competitive beverage suppliers and individual retailers’ own store or private-label beverage brands; new industry entrants; and dramatic shifts in consumer shopping methods and patterns due to a rapidly evolving digital landscape.

In the United States, the principal nutritive sweetener is [removed: high fructose corn syrup (“HFCS”),] [added: HFCS,] which is nutritionally equivalent to sugar.

Additionally, our operating structure includes operating units, which sit under our four geographic operating segments.

Swire Coca-Cola Limited acquired our bottling and distribution operations in Vietnam in January 2023.

Our competitive challenges include strong competitors in all geographic regions; in many countries, a concentrated

We and our bottling partners use various ingredients in our business, including high fructose corn syrup (“HFCS”), sucrose, aspartame, acesulfame potassium, sucralose, saccharin, cyclamate, steviol glycosides, ascorbic acid, citric acid, phosphoric acid, caffeine and caramel color; other raw materials such as coffee, orange and other fruit juice and juice concentrates; packaging materials such as polyethylene terephthalate (“PET”), bio-based PET and recycled PET for bottles; and aluminum cans, glass bottles and other containers.

Adverse weather conditions may affect the supply of agricultural commodities from which key ingredients for our products are derived.

For example, drought conditions in certain parts of the United States or in other major corn-producing areas of the world may negatively affect the supply of corn, which in turn may result in shortages of and higher prices for HFCS.

certain software.

In addition, we authorize certain third parties to use applicable Company trademarks in connection with their preparation, packaging, distribution and sale of beverages bearing Company trademarks in certain territories.

Additionally, the state of California may include other substances on the Proposition 65 list in the future.

In addition, increasing concern over climate change is expected to continue to result in additional legal or regulatory requirements (both inside and outside the United States) designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment, to discourage the use of plastic materials, to limit or impose additional costs on commercial water use due to local water scarcity concerns, or to expand disclosure of certain sustainability metrics.

We have made, and plan on continuing to make, expenditures

necessary to comply with applicable environmental laws and regulations and to make progress toward achieving our sustainability goals.

While compliance has not had a material adverse effect on our Company’s capital expenditures, net income or competitive position, changes in environmental compliance requirements along with expenditures necessary to comply with such requirements and to make progress toward achieving our sustainability goals could adversely affect our financial performance.

As a result, our ability to maximize the utility of our data could be impacted and we may need to modify our practices to accommodate legal and regulatory constraints and obligations or meet consumer expectations.

The increase in the total number of employees was primarily due to Costa opening new retail stores as well as the existing Costa retail stores requiring additional staff to meet increased demand, partially offset by the impact of refranchising our bottling operations in Cambodia.

We seek to create a better shared future for everyone our brands and business touch.

We are focused on providing access to equal opportunity and fostering belonging both in our workplaces and the local communities we proudly serve.

We believe our sustainability goals, including our diversity, equity and inclusion aspirations, are key drivers for growth.

Accordingly, in 2022, we introduced quantitative and qualitative components into our compensation programs for our executives to promote progress toward our diversity, equity and inclusion aspirations, as well as to encourage the design and implementation of sustainable diversity, equity and inclusion strategies and programs that foster the recruitment, development and retention of diverse talent.

When appropriate, we adjust base pay.

Through our comprehensive global talent management processes, we continuously identify and develop our talent for acceleration in our networked organization.

We believe in providing challenging and diverse experiences and opportunities to our people to help them develop and grow.

In 2022, we launched a global career strategy program called “Thrive,” which is designed to provide clarity to employees on what it means to have a career at the Company.

Through our people-centered approach, we strive to create an integrated, streamlined and inspiring career experience.

We believe that development is anchored in acquiring skills and work experiences.

We provide online learning through a robust catalog of digital content as well as experiential learning opportunities, and we are continually identifying opportunities to provide democratized access to content for all of our employees.

Additionally, we offer comprehensive Company-wide coaching and mentoring programs that support leadership and employee development at all levels in our organization.

We also believe that talent thrives in a growth-oriented environment where high performance and leadership effectiveness are valued.

Our talent practices rely on data and feedback from multiple sources to help our employees get the transparent and timely feedback they need to be successful.

Effective January 1, 2021, we transformed our organizational structure in an effort to better enable us to capture growth in the fast-changing marketplace by building a networked global organization designed to combine the power of scale with the deep knowledge required to win locally.

We created new operating units, which are focused on regional and local execution.

Our organizational structure also includes a center and a platform services organization, as discussed below.

Unit case volume outside the United States represented 83 percent of the Company’s worldwide unit case volume in 2021.

With respect to substances that have not yet been listed under Proposition 65, the Company takes the position that listing is not scientifically justified.

Compliance with these provisions has not had, and we do not expect such compliance will have, any material adverse effect on our Company’s capital expenditures, net income or competitive position.

covered by collective bargaining agreements.

We are focused on social justice issues, including racial and gender equity, both in the United States and around the world.

We make adjustments to base pay, where appropriate.

We offer a

The Company obtained a summary judgment in its favor on a different matter related to Mexican foreign tax credits, which thereafter effectively reduced the IRS’ potential tax adjustment by [removed: approximately] $138 million.

[removed: Once the] [added: The] Tax Court [removed: issues] [added: issued] its opinion in 3M [added: Co.’s case (“3M] Co. [removed: & Subs.][added: opinion”) on February 9, 2023.]

[removed: Commissioner,] [added: Once] the [added: Tax Court completes its analysis of the application of the 3M Co. opinion to the Company’s case, the] Company expects the Tax Court [removed: thereafter] to render another opinion, and ultimately a final decision, in the Company’s case.

The Company’s conclusion that it is more likely than not the Company’s tax positions will ultimately be sustained on appeal is unchanged as of December 31, [removed: 2021.][added: 2022.]

However, we updated our calculation of the methodologies we believe the federal courts [removed: could ultimately order to be used in calculating the Company’s tax.]

[added: As a result of the application of the required probability] analysis to these updated calculations and the accrual of interest through the current reporting period, we updated our tax reserve as of December 31, [removed: 2021] [added: 2022] to [removed: $400] [added: $423] million.

This impact would include taxes and interest accrued through December 31, [removed: 2021] [added: 2022] for the 2007 through 2009 litigated tax years and for subsequent tax years from 2010 through [removed: 2021.][added: 2022.]

The calculations incorporated the estimated impact of correlative adjustments to the previously accrued transition tax payable under the [removed: 2017] Tax [removed: Cuts and Jobs] [added: Reform] Act.

The Company estimates that the potential aggregate incremental tax and interest liability could be approximately [removed: $13] [added: $14] billion as of December 31, [removed: 2021.][added: 2022.]

We currently project the continued application of the Tax Court Methodology in future years, assuming similar facts and circumstances as of December 31, [removed: 2021,] [added: 2022,] would result in an incremental annual tax liability that would increase the Company’s effective tax rate by approximately 3.5 percent.

The Company currently estimates that the payment to be made at that time related to the 2007 through 2009 tax years, which is included in the above estimate of the potential aggregate incremental tax and interest liability, would be approximately [removed: $4.9] [added: $5.2] billion (including interest accrued through December 31, [removed: 2021),] [added: 2022),] plus any additional interest accrued through the time of payment.

could ultimately order to be used in calculating the Company’s tax.

v.

As a result of the application of the required probability

For the fiscal year ended December 31, [removed: 2021][added: 2022]

[removed: ][added: ]

The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes, but without conceding, that all executive officers and Directors are “affiliates” of the Registrant) as of July [removed: 2, 2021,] [added: 1, 2022,] the last business day of the Registrant’s most recently completed second fiscal quarter, was [removed: $232,023,179,143] [added: $276,302,826,050] (based on the closing sale price of the Registrant’s Common Stock on that date as reported on the New York Stock Exchange).

The number of shares outstanding of the Registrant’s Common Stock as of February [removed: 18, 2022] [added: 17, 2023] was [removed: 4,335,473,308.][added: 4,326,691,783.]

Portions of the Company’s Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareowners are incorporated by reference in Part III.

| | | | [Forward-Looking [removed: Statements](#i7e5c6308455441aaa39bed2ec7a9b435_10)] [added: Statements](#i11a8acba758b424e8f2f8c2d3090367b_10)] | | | [removed: [2](#i7e5c6308455441aaa39bed2ec7a9b435_10)] [added: [2](#i11a8acba758b424e8f2f8c2d3090367b_10)] | | |

| [Item [removed: 1.](#i7e5c6308455441aaa39bed2ec7a9b435_16)] [added: 1.](#i11a8acba758b424e8f2f8c2d3090367b_16)] | | | [removed: [Business](#i7e5c6308455441aaa39bed2ec7a9b435_16)] [added: [Business](#i11a8acba758b424e8f2f8c2d3090367b_16)] | | | [removed: [2](#i7e5c6308455441aaa39bed2ec7a9b435_16)] [added: [2](#i11a8acba758b424e8f2f8c2d3090367b_16)] | | |

| [Item [removed: 1A.](#i7e5c6308455441aaa39bed2ec7a9b435_19)] [added: 1A.](#i11a8acba758b424e8f2f8c2d3090367b_19)] | | | [Risk [removed: Factors](#i7e5c6308455441aaa39bed2ec7a9b435_19)] [added: Factors](#i11a8acba758b424e8f2f8c2d3090367b_19)] | | | [removed: [11](#i7e5c6308455441aaa39bed2ec7a9b435_19)] [added: [12](#i11a8acba758b424e8f2f8c2d3090367b_19)] | | |

| [Item [removed: 1B.](#i7e5c6308455441aaa39bed2ec7a9b435_22)] [added: 1B.](#i11a8acba758b424e8f2f8c2d3090367b_22)] | | | [Unresolved Staff [removed: Comments](#i7e5c6308455441aaa39bed2ec7a9b435_22)] [added: Comments](#i11a8acba758b424e8f2f8c2d3090367b_22)] | | | [removed: [24](#i7e5c6308455441aaa39bed2ec7a9b435_22)] [added: [25](#i11a8acba758b424e8f2f8c2d3090367b_22)] | | |

| [Item [removed: 2.](#i7e5c6308455441aaa39bed2ec7a9b435_25)] [added: 2.](#i11a8acba758b424e8f2f8c2d3090367b_25)] | | | [removed: [Properties](#i7e5c6308455441aaa39bed2ec7a9b435_25)] [added: [Properties](#i11a8acba758b424e8f2f8c2d3090367b_25)] | | | [removed: [25](#i7e5c6308455441aaa39bed2ec7a9b435_25)] [added: [26](#i11a8acba758b424e8f2f8c2d3090367b_25)] | | |

| [Item [removed: 3.](#i7e5c6308455441aaa39bed2ec7a9b435_28)] [added: 3.](#i11a8acba758b424e8f2f8c2d3090367b_28)] | | | [Legal [removed: Proceedings](#i7e5c6308455441aaa39bed2ec7a9b435_28)] [added: Proceedings](#i11a8acba758b424e8f2f8c2d3090367b_28)] | | | [removed: [25](#i7e5c6308455441aaa39bed2ec7a9b435_28)] [added: [26](#i11a8acba758b424e8f2f8c2d3090367b_28)] | | |

| [Item [removed: 4.](#i7e5c6308455441aaa39bed2ec7a9b435_31)] [added: 4.](#i11a8acba758b424e8f2f8c2d3090367b_31)] | | | [Mine Safety [removed: Disclosures](#i7e5c6308455441aaa39bed2ec7a9b435_31)] [added: Disclosures](#i11a8acba758b424e8f2f8c2d3090367b_31)] | | | [removed: [28](#i7e5c6308455441aaa39bed2ec7a9b435_31)] [added: [29](#i11a8acba758b424e8f2f8c2d3090367b_31)] | | |

| [Item [removed: X.](#i7e5c6308455441aaa39bed2ec7a9b435_34)] [added: X.](#i11a8acba758b424e8f2f8c2d3090367b_34)] | | | [Information About Our Executive [removed: Officers](#i7e5c6308455441aaa39bed2ec7a9b435_34)] [added: Officers](#i11a8acba758b424e8f2f8c2d3090367b_34)] | | | [removed: [28](#i7e5c6308455441aaa39bed2ec7a9b435_34)] [added: [29](#i11a8acba758b424e8f2f8c2d3090367b_34)] | | |

| [Item [removed: 5.](#i7e5c6308455441aaa39bed2ec7a9b435_40)] [added: 5.](#i11a8acba758b424e8f2f8c2d3090367b_40)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases [removed: of Equity Securities](#i7e5c6308455441aaa39bed2ec7a9b435_40)] [added: of](#i11a8acba758b424e8f2f8c2d3090367b_40) [](#i11a8acba758b424e8f2f8c2d3090367b_40)[Equity Securities](#i11a8acba758b424e8f2f8c2d3090367b_40)] | | | [removed: [30](#i7e5c6308455441aaa39bed2ec7a9b435_40)] [added: [31](#i11a8acba758b424e8f2f8c2d3090367b_40)] | | |

| [Item [removed: 7.](#i7e5c6308455441aaa39bed2ec7a9b435_46)] [added: 7.](#i11a8acba758b424e8f2f8c2d3090367b_46)] | | | [removed: [Management](#i7e5c6308455441aaa39bed2ec7a9b435_46)[’](#i7e5c6308455441aaa39bed2ec7a9b435_46)[s] [added: [Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7e5c6308455441aaa39bed2ec7a9b435_46)] [added: Operations](#i11a8acba758b424e8f2f8c2d3090367b_46)] | | | [removed: [32](#i7e5c6308455441aaa39bed2ec7a9b435_46)] [added: [33](#i11a8acba758b424e8f2f8c2d3090367b_46)] | | |

| [Item [removed: 7A.](#i7e5c6308455441aaa39bed2ec7a9b435_94)] [added: 7A.](#i11a8acba758b424e8f2f8c2d3090367b_94)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7e5c6308455441aaa39bed2ec7a9b435_94)] [added: Risk](#i11a8acba758b424e8f2f8c2d3090367b_94)] | | | [removed: [57](#i7e5c6308455441aaa39bed2ec7a9b435_94)] [added: [58](#i11a8acba758b424e8f2f8c2d3090367b_94)] | | |

| [Item [removed: 8.](#i7e5c6308455441aaa39bed2ec7a9b435_97)] [added: 8.](#i11a8acba758b424e8f2f8c2d3090367b_97)] | | | [Financial Statements and Supplementary [removed: Data](#i7e5c6308455441aaa39bed2ec7a9b435_97)] [added: Data](#i11a8acba758b424e8f2f8c2d3090367b_97)] | | | [removed: [59](#i7e5c6308455441aaa39bed2ec7a9b435_97)] [added: [60](#i11a8acba758b424e8f2f8c2d3090367b_97)] | | |

| [Item [removed: 9.](#i7e5c6308455441aaa39bed2ec7a9b435_190)] [added: 9.](#i11a8acba758b424e8f2f8c2d3090367b_190)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7e5c6308455441aaa39bed2ec7a9b435_190)] [added: Disclosure](#i11a8acba758b424e8f2f8c2d3090367b_190)] | | | [removed: [129](#i7e5c6308455441aaa39bed2ec7a9b435_190)] [added: [129](#i11a8acba758b424e8f2f8c2d3090367b_190)] | | |

| [Item [removed: 9A.](#i7e5c6308455441aaa39bed2ec7a9b435_193)] [added: 9A.](#i11a8acba758b424e8f2f8c2d3090367b_193)] | | | [Controls and [removed: Procedures](#i7e5c6308455441aaa39bed2ec7a9b435_193)] [added: Procedures](#i11a8acba758b424e8f2f8c2d3090367b_193)] | | | [removed: [129](#i7e5c6308455441aaa39bed2ec7a9b435_193)] [added: [129](#i11a8acba758b424e8f2f8c2d3090367b_193)] | | |

| [Item [removed: 9B.](#i7e5c6308455441aaa39bed2ec7a9b435_196)] [added: 9B.](#i11a8acba758b424e8f2f8c2d3090367b_196)] | | | [Other [removed: Information](#i7e5c6308455441aaa39bed2ec7a9b435_196)] [added: Information](#i11a8acba758b424e8f2f8c2d3090367b_196)] | | | [removed: [129](#i7e5c6308455441aaa39bed2ec7a9b435_196)] [added: [129](#i11a8acba758b424e8f2f8c2d3090367b_196)] | | |

| [Item [removed: 10.](#i7e5c6308455441aaa39bed2ec7a9b435_202)] [added: 10.](#i11a8acba758b424e8f2f8c2d3090367b_205)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7e5c6308455441aaa39bed2ec7a9b435_202)] [added: Governance](#i11a8acba758b424e8f2f8c2d3090367b_205)] | | | [removed: [129](#i7e5c6308455441aaa39bed2ec7a9b435_202)] [added: [129](#i11a8acba758b424e8f2f8c2d3090367b_205)] | | |

| [Item [removed: 11.](#i7e5c6308455441aaa39bed2ec7a9b435_205)] [added: 11.](#i11a8acba758b424e8f2f8c2d3090367b_208)] | | | [Executive [removed: Compensation](#i7e5c6308455441aaa39bed2ec7a9b435_205)] [added: Compensation](#i11a8acba758b424e8f2f8c2d3090367b_208)] | | | [removed: [129](#i7e5c6308455441aaa39bed2ec7a9b435_205)] [added: [129](#i11a8acba758b424e8f2f8c2d3090367b_208)] | | |

| [Item [removed: 12.](#i7e5c6308455441aaa39bed2ec7a9b435_208)] [added: 12.](#i11a8acba758b424e8f2f8c2d3090367b_211)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7e5c6308455441aaa39bed2ec7a9b435_208)] [added: Matters](#i11a8acba758b424e8f2f8c2d3090367b_211)] | | | [removed: [129](#i7e5c6308455441aaa39bed2ec7a9b435_208)] [added: [130](#i11a8acba758b424e8f2f8c2d3090367b_211)] | | |

| [Item [removed: 13.](#i7e5c6308455441aaa39bed2ec7a9b435_211)] [added: 13.](#i11a8acba758b424e8f2f8c2d3090367b_214)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7e5c6308455441aaa39bed2ec7a9b435_211)] [added: Independence](#i11a8acba758b424e8f2f8c2d3090367b_214)] | | | [removed: [130](#i7e5c6308455441aaa39bed2ec7a9b435_211)] [added: [130](#i11a8acba758b424e8f2f8c2d3090367b_214)] | | |

| [Item [removed: 14.](#i7e5c6308455441aaa39bed2ec7a9b435_214)] [added: 14.](#i11a8acba758b424e8f2f8c2d3090367b_217)] | | | [Principal Accountant Fees and [removed: Services](#i7e5c6308455441aaa39bed2ec7a9b435_214)] [added: Services](#i11a8acba758b424e8f2f8c2d3090367b_217)] | | | [removed: [130](#i7e5c6308455441aaa39bed2ec7a9b435_214)] [added: [130](#i11a8acba758b424e8f2f8c2d3090367b_217)] | | |

| [Item [removed: 15.](#i7e5c6308455441aaa39bed2ec7a9b435_220)] [added: 15.](#i11a8acba758b424e8f2f8c2d3090367b_223)] | | | [Exhibits and Financial Statement [removed: Schedules](#i7e5c6308455441aaa39bed2ec7a9b435_220)] [added: Schedules](#i11a8acba758b424e8f2f8c2d3090367b_223)] | | | [removed: [130](#i7e5c6308455441aaa39bed2ec7a9b435_220)] [added: [130](#i11a8acba758b424e8f2f8c2d3090367b_223)] | | |

| [Item [removed: 16.](#i7e5c6308455441aaa39bed2ec7a9b435_226)] [added: 16.](#i11a8acba758b424e8f2f8c2d3090367b_229)] | | | [Form 10-K [removed: Summary](#i7e5c6308455441aaa39bed2ec7a9b435_226)] [added: Summary](#i11a8acba758b424e8f2f8c2d3090367b_229)] | | | [removed: [138](#i7e5c6308455441aaa39bed2ec7a9b435_226)] [added: [139](#i11a8acba758b424e8f2f8c2d3090367b_229)] | | |

All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to volume growth, share of sales and [removed: earnings] [added: net income] per share growth, and statements expressing general views about future operating results — are forward-looking statements.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the Registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| [Item 6.](#i11a8acba758b424e8f2f8c2d3090367b_43) | | | [Reserved](#i11a8acba758b424e8f2f8c2d3090367b_43) | | | [33](#i11a8acba758b424e8f2f8c2d3090367b_43) | | |

| [Item 9C.](#i11a8acba758b424e8f2f8c2d3090367b_199) | | | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#i11a8acba758b424e8f2f8c2d3090367b_199) | | | [129](#i11a8acba758b424e8f2f8c2d3090367b_199) | | |

| | | | [Signatures](#i11a8acba758b424e8f2f8c2d3090367b_232) | | | [140](#i11a8acba758b424e8f2f8c2d3090367b_232) | | |

| [Item 6.](#i7e5c6308455441aaa39bed2ec7a9b435_43) | | | [Intentionally Omitted](#i7e5c6308455441aaa39bed2ec7a9b435_43) | | | [32](#i7e5c6308455441aaa39bed2ec7a9b435_43) | | |

| [Item 9C.](#i7e5c6308455441aaa39bed2ec7a9b435_2032) | | | [D](#i7e5c6308455441aaa39bed2ec7a9b435_2032)[isclosure](#i7e5c6308455441aaa39bed2ec7a9b435_2032) [R](#i7e5c6308455441aaa39bed2ec7a9b435_2032)[egarding](#i7e5c6308455441aaa39bed2ec7a9b435_2032) [F](#i7e5c6308455441aaa39bed2ec7a9b435_2032)[oreign](#i7e5c6308455441aaa39bed2ec7a9b435_2032) [J](#i7e5c6308455441aaa39bed2ec7a9b435_2032)[urisdictions](#i7e5c6308455441aaa39bed2ec7a9b435_2032) [](#i7e5c6308455441aaa39bed2ec7a9b435_2032)[T](#i7e5c6308455441aaa39bed2ec7a9b435_2032)[hat Prevent Inspections](#i7e5c6308455441aaa39bed2ec7a9b435_2032) | | | [129](#i7e5c6308455441aaa39bed2ec7a9b435_2032) | | |

| | | | [Signatures](#i7e5c6308455441aaa39bed2ec7a9b435_229) | | | [139](#i7e5c6308455441aaa39bed2ec7a9b435_229) | | |

The following table summarizes our principal production facilities, distribution and storage facilities, and retail stores by operating segment and Corporate as of December 31, [removed: 2021:][added: 2022:]

| Europe, Middle East & Africa | | | 5 | | | — | | | | | | 2 | | | — | | | | | | 7 | | | [removed: 27] [added: 26] | | | | | | — | | | 13 | | |

| Latin America | | | 5 | | | — | | | | | | — | | | — | | | | | | 2 | | | [removed: 3] [added: 4] | | | | | | — | | | — | | |

| North America | | | 11 | | | — | | | | | | [removed: 7] [added: 5] | | | 4 | | | | | | — | | | [removed: 23] [added: 35] | | | | | | — | | | [removed: —] [added: 5] | | |

| Global Ventures | | | 1 | | | — | | | | | | 2 | | | — | | | | | | — | | | [removed: 8] [added: 9] | | | | | | — | | | [removed: 1,587] [added: 1,618] | | |

| Bottling Investments | | | — | | | — | | | | | | [removed: 82] [added: 84] | | | [removed: 3] [added: 4] | | | | | | 105 | | | [removed: 99] [added: 118] | | | | | | — | | | — | | |

| Total | | | 32 | | | — | | | | | | 93 | | | 8 | | | | | | 116 | | | 198 | | | | | | — | | | 1,636 | | |

| Total | | | 32 | | | — | | | | | | 93 | | | 7 | | | | | | 116 | | | 166 | | | | | | — | | | 1,600 | | |

The following are the executive officers of our Company as of February [removed: 22, 2022:][added: 21, 2023:]

| Manuel Arroyo | | | | | | [removed: 54] [added: 55] | | | | | | Chief Marketing Officer since January [removed: 2020.] [added: 2020 and, prior to that,] President of the Asia Pacific Group from January 2019 to December 2020. President of the Mexico business unit from July 2017 to December 2018, and prior to that, General Manager for Iberia from February 2017. Prior to rejoining the Company in February 2017, Chief Executive Officer of Deoleo, S.A., a Spanish multinational olive oil processing company, from May 2015 to September 2016, and Senior Vice President and President, Asia Pacific, of S.C. Johnson & Son, Inc., a multinational consumer product manufacturer, from September 2014 to May 2015. President of the Company’s ASEAN business unit from 2010 to August 2014. | | |

| Henrique Braun | | | | | | [removed: 53] [added: 54] | | | | | | [removed: President] [added: President, International Development, with oversight] of [added: seven of] the [removed: Latin America] [added: Company’s] operating [removed: unit] [added: units,] since January [removed: 2021,] [added: 2023,] and prior to that, President of the [added: Latin America operating unit from October 2020. President of the] Brazil business unit from September [removed: 2016.] [added: 2016 to September 2020, and] President of the Greater China and Korea business unit from [removed: March] [added: April] 2013 to [removed: September] [added: August] 2016. | | |

| Lisa Chang | | | | | | [removed: 53] [added: 54] | | | | | | Senior Vice President and Chief People Officer since March 2019 when she joined the Company. Prior to that, Senior Vice President and Chief Human Resources Officer for AMB Group LLC, which is the investment management and shared services arm of The Blank Family of Businesses, from 2014 through 2018. Prior to joining AMB Group LLC, Vice President of Human Resources for International at Equifax Inc. from 2013 through 2014, where she led human resources for all of its global locations. | | |

| Monica Howard Douglas | | | | | | [removed: 49] [added: 50] | | | | | | Senior Vice President and General Counsel since April 2021, and prior to that, Chief Compliance Officer and Associate General Counsel of the North America operating unit from January 2018. Legal [removed: director] [added: Director] for the Southern and East Africa business unit from September 2013 to December 2017, and Vice President of Supply Chain and Consumer Affairs and Senior Managing Counsel, Coca-Cola Refreshments, from 2008 to September 2013. | | |

| Nikolaos Koumettis | | | | | | [removed: 57] [added: 58] | | | | | | President of the Europe operating unit since January 2021, and prior to that, President of the Europe, Middle East and Africa Group from January 2019. President of the Central and Eastern Europe business unit from April 2016 to December 2018, and President of the Central and Southern Europe business unit from April 2011 to April 2016. | | |

| Jennifer K. Mann | | | | | | [removed: 49] [added: 50] | | | | | | [removed: President, Global Ventures] [added: President of the North America operating unit] since January [removed: 2019] [added: 2023] and Senior Vice President since May 2017. [removed: Served as] [added: President, Global Ventures from January 2019 to December 2022,] Chief People Officer from May 2017 to March [removed: 2019] [added: 2019,] and [removed: as] Chief of Staff for James Quincey, then President and Chief Operating Officer and later Chief Executive Officer, from October 2015 to October 2018. Vice President and General Manager of Coca-Cola Freestyle from June 2012 to October 2015. | | |

| John Murphy | | | | | | [removed: 60] [added: 61] | | | | | | [removed: Executive Vice] President [added: since October 2022] and Chief Financial Officer since March [removed: 2019,] [added: 2019. Executive Vice President from March 2019 to September 2022,] and prior to that, Senior Vice President and Deputy Chief Financial Officer from January [added: 2019 to March] 2019. President of the Asia Pacific Group from August 2016 to December 2018, and President of the South Latin business unit from January 2013 to August 2016. | | |

| Beatriz Perez | | | | | | [removed: 52] [added: 53] | | | | | | Senior Vice President and Chief [removed: of] Communications, Sustainability and Strategic Partnerships [added: Officer] since May 2017. Served as the Company’s first Chief Sustainability Officer from July 2011 to April 2017, and as Vice President, Global Partnerships and Licensing, Retail and Attractions from July 2016 to April 2017. Chair of The Coca-Cola Foundation, Inc., the Company’s primary international philanthropic arm, since October 2017. | | |

| Nancy Quan | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President since January 2019. Chief Technical and Innovation Officer since February 2021, and prior to that, Chief Technical Officer from January 2019, and Chief Technical Officer of Coca-Cola North America from July 2016. Global R&D Officer from January 2012 to July 2016. | | |

| James Quincey | | | | | | [removed: 57] [added: 58] | | | | | | Chairman of the Board of Directors since April 2019 and Chief Executive Officer since May 2017. Elected to the Board of Directors in April 2017. President from [removed: April] [added: August] 2015 to December 2018, and Chief Operating Officer from August 2015 to April 2017. | | |

| Brian Smith | | | | | | [removed: 66] [added: 67] | | | | | | [added: Senior Executive since October 2022, and prior to that,] President and Chief Operating Officer [removed: since] [added: from] January [removed: 2019, and prior to that,] [added: 2019.] President of the Europe, Middle East and Africa Group from August [removed: 2016.] [added: 2016 to December 2018, and] President of the Latin America Group from January 2013 to August 2016. [added: Mr. Smith will retire from the Company on February 28, 2023.] | | |

| Name | | | | | | Age | | | | | | Position | | |

| Bruno Pietracci | | | | | | 48 | | | | | | President of the Latin America operating unit since February 2023, and prior to that, President of the Africa operating unit from January 2021 to January 2023. President of the Africa and Middle East business unit from February 2020 to December 2020, President of the South and East Africa business unit from July 2018 to January 2020, and Vice President of operations for the Europe, Middle East and Africa Group from November 2016 to June 2018. | | |

| | | | | | | | | | | | | | | |

| Alfredo Rivera | | | | | | 60 | | | | | | President of the North America operating unit since August 2020, and prior to that, President of the Latin America Group from August 2016. President of the Latin Center business unit from January 2013 to August 2016. | | |

| Barry Simpson | | | | | | 61 | | | | | | Senior Vice President since December 2016 and Chief Platform Services Officer since January 1, 2021. Prior to that, Chief Information and Integrated Services Officer from January 2019, when his duties were expanded to include oversight of portions of the Company’s Enabling Services organization, and Chief Information Officer from October 2016. Prior to joining the Company in January 2016 as the head of Global Business Unit Information Technology Services, Chief Information Officer of Coca-Cola Amatil Limited, a Coca-Cola bottler based in Sydney, Australia, from 2008 to December 2015. | | |

As of February [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 191,391] [added: 187,325] shareowner accounts of record.

The information under the subheading “Equity Compensation Plan Information” under the principal heading “Compensation” in the Company’s [removed: definitive] Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareowners (“Company’s [removed: 2022] [added: 2023] Proxy Statement”), to be filed with the SEC, is incorporated herein by reference.

During the year ended December 31, [removed: 2021,] [added: 2022,] no equity securities of the Company were sold by the Company that were not registered under the Securities Act of 1933, as amended.

The following table presents information with respect to purchases of common stock of the Company made during the three months ended December 31, [removed: 2021] [added: 2022] by the Company or any “affiliated purchaser” of the Company as defined in Rule 10b-18(a)(3) under the Exchange Act:

| Period | | | Total Number of Shares Purchased | | | 1 | | | Average Price Paid Per Share | | | [removed: | | |] Total Number of Shares Purchased as Part of [added: the] Publicly Announced Plan | | | 2 | | | Maximum Number of Shares That May Yet Be Purchased Under [added: the] Publicly Announced [removed: Plans | | | 3] [added: Plan] | | |

1The total number of shares purchased includes: [removed: (i)] [added: (1)] shares purchased, if any, pursuant to the [removed: 2012] [added: 2019] Plan described in footnote 2 [removed: below] [added: below,] and [removed: (ii)] [added: (2)] shares [removed: surrendered] [added: surrendered, if any,] 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.

[removed: 2On October 18, 2012,] [added: 2In February 2019,] the Company publicly announced that our Board of Directors had authorized a plan [removed: (“2012] [added: (“2019] Plan”) for the Company to purchase up to [removed: 500] [added: 150] million shares of our common stock.

This column discloses the number of shares [removed: purchased] [added: purchased, if any,] pursuant to the [removed: 2012] [added: 2019] 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).

Comparison of Five-Year Cumulative Total Shareowner [removed: Return Among][added: Return]

[removed: The] [added: Among The] Coca-Cola Company, the [added: Prior] Peer [removed: Group Index and the S&P 500 Index][added: Group,]

[removed: ][added: ]

| December 31, | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | [removed: 2021] [added: 2021] | | | [added: 2022 | | |]

| The Coca-Cola Company | | | $ | 100 | | $ | [removed: 114] [added: 107] | | $ | [removed: 122] [added: 129] | | $ | [removed: 147] [added: 132] | | $ | [removed: 151] [added: 147] | | $ | [removed: 168] [added: 163] | |

The total shareowner return is based on a $100 investment on December 31, [removed: 2016] [added: 2017] and assumes that dividends were reinvested on the day of issuance.

[removed: The Peer Group Index is a] [added: A] self-constructed peer group [added: (“Prior Peer Group”), which consisted] of [added: the] companies [removed: that are] included in the Dow Jones Food & Beverage Index [added: (from which the Company has been excluded)] and the Dow Jones Tobacco Index, [removed: from which] [added: was replaced with] the [removed: Company has been excluded.][added: Dow Jones Food & Beverage Total Return Index.]

[removed: The] [added: In 2022, the Prior] Peer Group [removed: Index consists] [added: consisted] of the following companies: Altria Group, Inc., Archer Daniels Midland Company, [removed: Beyond Meat, Inc.,] The Boston Beer Company, Inc., Brown-Forman Corporation, Bunge Limited, Campbell Soup Company, [added: Celsius Holdings, Inc.,] ConAgra Brands, Inc., Constellation Brands, Inc., Darling Ingredients Inc., Flowers Foods, Inc., [removed: Freshpet Inc.,] General Mills, Inc., The [removed: Hain Celestial Group, Inc., Herbalife Nutrition Ltd., The] Hershey Company, Hormel Foods Corporation, Ingredion Incorporated, Kellogg Company, Keurig Dr Pepper Inc., The Kraft Heinz Company, Lamb Weston Holdings, Inc., Lancaster Colony Corporation, McCormick & Company, Incorporated, Molson Coors Brewing Company, Mondelēz International, Inc., Monster Beverage Corporation, National Beverage Corp., PepsiCo, Inc., Performance Food Group Company, Philip Morris International Inc., Pilgrim’s Pride Corporation, Post Holdings, Inc., Seaboard Corporation, The J.M. Smucker Company, Tyson Foods, Inc. and US Foods Holding Corp.

| October 1, 2022 through October 28, 2022 | | | 2,142 | | | | | | $ | 55.18 | | — | | | | | | 139,705,526 | | |

| October 29, 2022 through November 25, 2022 | | | — | | | | | | — | | | — | | | | | | 139,705,526 | | |

| November 26, 2022 through December 31, 2022 | | | 94,298 | | | | | | 63.46 | | | — | | | | | | 139,705,526 | | |

| Total | | | 96,440 | | | | | | $ | 63.28 | | — | | | | | | | | |

the Dow Jones Food & Beverage Total Return Index and the S&P 500 Index

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Prior Peer Group | | | 100 | | | 81 | | | 101 | | | 109 | | | 126 | | | 136 | | |

| Dow Jones Food & Beverage Total Return Index | | | 100 | | | 92 | | | 115 | | | 124 | | | 141 | | | 151 | | |

| S&P 500 Index | | | 100 | | | 96 | | | 126 | | | 149 | | | 192 | | | 157 | | |

To better align with the Company’s direct competitors, the Company has chosen to change the peer group for the performance graph above.

Accordingly, the performance graph presents the total shareowner return for both the Prior Peer Group and the Dow Jones Food & Beverage Total Return Index.

As a result, in 2022, Celsius Holdings, Inc. was added to the Prior Peer Group, and Beyond Meat, Inc., Freshpet Inc., The Hain Celestial Group, Inc. and Herbalife Nutrition Ltd. were removed from the Prior Peer Group.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 2, 2021 through October 29, 2021 | | | 9,480 | | | | | | $ | 54.48 | | | | | — | | | | | | 161,029,667 | | | | | |

| October 30, 2021 through November 26, 2021 | | | — | | | | | | — | | | | | | — | | | | | | 161,029,667 | | | | | |

| November 27, 2021 through December 31, 2021 | | | 106,605 | | | | | | 53.64 | | | | | | — | | | | | | 161,029,667 | | | | | |

| Total | | | 116,085 | | | | | | $ | 53.71 | | | | | — | | | | | | | | | | | |

3On 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.

Total Shareowner Return

Stock Price Plus Reinvested Dividends

| Peer Group Index | | | 100 | | | 111 | | | 90 | | | 112 | | | 121 | | | 139 | | |

| S&P 500 Index | | | 100 | | | 122 | | | 116 | | | 153 | | | 181 | | | 233 | | |

In 2021, the Dow Jones Food & Beverage Index and the Peer Group Index included Freshpet Inc., which was not included in the indices in 2020.

Additionally, in 2021 these indices do not include Jefferies Financial Group Inc. and TreeHouse Foods, Inc., which were included in the indices in 2020.

| | | | [added: | | | | | |] Page | | |

| [Consolidated Statements of [removed: Income](#i7e5c6308455441aaa39bed2ec7a9b435_103)] [added: Income](#i11a8acba758b424e8f2f8c2d3090367b_103)] | | | [removed: [60](#i7e5c6308455441aaa39bed2ec7a9b435_103)] | | | [added: | | | [61](#i11a8acba758b424e8f2f8c2d3090367b_103) | | |]

| [Consolidated Statements of Comprehensive [removed: Income](#i7e5c6308455441aaa39bed2ec7a9b435_106)] [added: Income](#i11a8acba758b424e8f2f8c2d3090367b_106)] | | | [removed: [61](#i7e5c6308455441aaa39bed2ec7a9b435_106)] | | | [added: | | | [62](#i11a8acba758b424e8f2f8c2d3090367b_106) | | |]

| [Consolidated Balance [removed: Sheets](#i7e5c6308455441aaa39bed2ec7a9b435_109)] [added: Sheets](#i11a8acba758b424e8f2f8c2d3090367b_109)] | | | [removed: [62](#i7e5c6308455441aaa39bed2ec7a9b435_109)] | | | [added: | | | [63](#i11a8acba758b424e8f2f8c2d3090367b_109) | | |]

| [Consolidated Statements of Cash [removed: Flows](#i7e5c6308455441aaa39bed2ec7a9b435_112)] [added: Flows](#i11a8acba758b424e8f2f8c2d3090367b_112)] | | | [removed: [63](#i7e5c6308455441aaa39bed2ec7a9b435_112)] | | | [added: | | | [64](#i11a8acba758b424e8f2f8c2d3090367b_112) | | |]

| [Consolidated Statements of [removed: Shareowners](#i7e5c6308455441aaa39bed2ec7a9b435_115)[’](#i7e5c6308455441aaa39bed2ec7a9b435_115) [Equity](#i7e5c6308455441aaa39bed2ec7a9b435_115)] [added: Shareowners’ Equity](#i11a8acba758b424e8f2f8c2d3090367b_115)] | | | [removed: [64](#i7e5c6308455441aaa39bed2ec7a9b435_115)] | | | [added: | | | [65](#i11a8acba758b424e8f2f8c2d3090367b_115) | | |]

| [Notes to Consolidated Financial [removed: Statements](#i7e5c6308455441aaa39bed2ec7a9b435_118)] [added: Statements](#i11a8acba758b424e8f2f8c2d3090367b_118)] | | | [removed: [65](#i7e5c6308455441aaa39bed2ec7a9b435_118)] | | | [added: | | | [66](#i11a8acba758b424e8f2f8c2d3090367b_118) | | |]

| [Report of [removed: Management](#i7e5c6308455441aaa39bed2ec7a9b435_181)] [added: Management](#i11a8acba758b424e8f2f8c2d3090367b_181)] | | | [removed: [124](#i7e5c6308455441aaa39bed2ec7a9b435_181)] | | | [added: | | | [124](#i11a8acba758b424e8f2f8c2d3090367b_181) | | |]

| [Report of Independent Registered Public Accounting [removed: Fir](#i7e5c6308455441aaa39bed2ec7a9b435_184)[m](#i7e5c6308455441aaa39bed2ec7a9b435_184)] [added: Fir](#i11a8acba758b424e8f2f8c2d3090367b_184)[m](#i11a8acba758b424e8f2f8c2d3090367b_184)] (PCAOB ID: 42) | | | [removed: [126](#i7e5c6308455441aaa39bed2ec7a9b435_184)] | | | [added: | | | [126](#i11a8acba758b424e8f2f8c2d3090367b_184) | | |]

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i7e5c6308455441aaa39bed2ec7a9b435_187)] [added: Reporting](#i11a8acba758b424e8f2f8c2d3090367b_187)] | | | [removed: [128](#i7e5c6308455441aaa39bed2ec7a9b435_187)] | | | [added: | | | [128](#i11a8acba758b424e8f2f8c2d3090367b_187) | | |]

| Year Ended December 31, | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | | | [removed: 2019] [added: 2020] | | |

| Net Operating Revenues | | | $ | [removed: 38,655] [added: 43,004] | | $ | [removed: 33,014] [added: 38,655] | | $ | [removed: 37,266] [added: 33,014] | |

| Cost of goods sold | | | [removed: 15,357] [added: 18,000] | | | [removed: 13,433] [added: 15,357] | | | [removed: 14,619] [added: 13,433] | | |

| Gross Profit | | | [removed: 23,298] [added: 25,004] | | | [removed: 19,581] [added: 23,298] | | | [removed: 22,647] [added: 19,581] | | |

| Selling, general and administrative expenses | | | [removed: 12,144] [added: 12,880] | | | [removed: 9,731] [added: 12,144] | | | [removed: 12,103] [added: 9,731] | | |

| Other operating charges | | | [removed: 846] [added: 1,215] | | | [removed: 853] [added: 846] | | | [removed: 458] [added: 853] | | |

| Operating Income | | | [removed: 10,308] [added: 10,909] | | | [removed: 8,997] [added: 10,308] | | | [removed: 10,086] [added: 8,997] | | |

| Interest income | | | [removed: 276] [added: 449] | | | [removed: 370] [added: 276] | | | [removed: 563] [added: 370] | | |

| Interest expense | | | [removed: 1,597] [added: 882] | | | [removed: 1,437] [added: 1,597] | | | [removed: 946] [added: 1,437] | | |

| Equity income (loss) — net | | | [removed: 1,438] [added: 1,472] | | | [removed: 978] [added: 1,438] | | | [removed: 1,049] [added: 978] | | |

| Other income (loss) — net | | | [removed: 2,000] [added: (262)] | | | [removed: 841] [added: 2,000] | | | [removed: 34] [added: 841] | | |

| Income Before Income Taxes | | | [removed: 12,425] [added: 11,686] | | | [removed: 9,749] [added: 12,425] | | | [removed: 10,786] [added: 9,749] | | |

| Income taxes | | | [removed: 2,621] [added: 2,115] | | | [removed: 1,981] [added: 2,621] | | | [removed: 1,801] [added: 1,981] | | |

| Consolidated Net Income | | | [removed: 9,804] [added: 9,571] | | | [removed: 7,768] [added: 9,804] | | | [removed: 8,985] [added: 7,768] | | |

| Less: Net income (loss) attributable to noncontrolling interests | | | [removed: 33] [added: 29] | | | [removed: 21] [added: 33] | | | [removed: 65] [added: 21] | | |

| Net Income Attributable to Shareowners of The Coca-Cola Company | | | $ | [removed: 9,771] [added: 9,542] | | $ | [removed: 7,747] [added: 9,771] | | $ | [removed: 8,920] [added: 7,747] | |

| Basic Net Income Per Share1 | | | $ | [removed: 2.26] [added: 2.20] | | $ | [removed: 1.80] [added: 2.26] | | $ | [removed: 2.09] [added: 1.80] | |

| Diluted Net Income Per Share1 | | | $ | [removed: 2.25] [added: 2.19] | | $ | [removed: 1.79] [added: 2.25] | | $ | [removed: 2.07] [added: 1.79] | |

| Average Shares Outstanding — Basic | | | [removed: 4,315] [added: 4,328] | | | [removed: 4,295] [added: 4,315] | | | [removed: 4,276] [added: 4,295] | | |

| Effect of dilutive securities | | | [removed: 25] [added: 22] | | | [removed: 28] [added: 25] | | | [removed: 38] [added: 28] | | |

| Average Shares Outstanding — Diluted | | | [removed: 4,340] [added: 4,350] | | | [removed: 4,323] [added: 4,340] | | | [removed: 4,314] [added: 4,323] | | |

| Consolidated Net Income | | | $ | [removed: 9,804] [added: 9,571] | | $ | [removed: 7,768] [added: 9,804] | | $ | [removed: 8,985] [added: 7,768] | |

| Net foreign currency translation adjustments | | | [removed: (699)] [added: (1,132)] | | | [removed: (911)] [added: (699)] | | | [removed: 74] [added: (911)] | | |

| Net gains (losses) on derivatives | | | [removed: 214] [added: 4] | | | [removed: 15] [added: 214] | | | [removed: (54)] [added: 15] | | |

| Net change in unrealized gains (losses) on available-for-sale debt securities | | | [removed: (90)] [added: 37] | | | [removed: (47)] [added: (90)] | | | [removed: 18] [added: (47)] | | |

| Net change in pension and other postretirement benefit liabilities | | | [removed: 712] [added: 408] | | | [removed: (267)] [added: 712] | | | [removed: (159)] [added: (267)] | | |

| Total Comprehensive Income | | | [removed: 9,941] [added: 8,888] | | | [removed: 6,558] [added: 9,941] | | | [removed: 8,864] [added: 6,558] | | |

| Less: Comprehensive income (loss) attributable to noncontrolling interests | | | [removed: (101)] [added: (89)] | | | [removed: (132)] [added: (101)] | | | [removed: 110] [added: (132)] | | |

| Total Comprehensive Income Attributable to Shareowners of The Coca-Cola Company | | | $ | [removed: 10,042] [added: 8,977] | | $ | [removed: 6,690] [added: 10,042] | | $ | [removed: 8,754] [added: 6,690] | |

| December 31, | | | [removed: 2021] [added: 2022] | | | [added: 2021 | | |] 2020 | | |

| | | | [Note 1](#i11a8acba758b424e8f2f8c2d3090367b_121) | | | [Business and Summary of Significant Accounting Policies](#i11a8acba758b424e8f2f8c2d3090367b_121) | | | [66](#i11a8acba758b424e8f2f8c2d3090367b_121) | | |

| | | | [Note 2](#i11a8acba758b424e8f2f8c2d3090367b_124) | | | [Acquisitions and Divestitures](#i11a8acba758b424e8f2f8c2d3090367b_124) | | | [72](#i11a8acba758b424e8f2f8c2d3090367b_124) | | |

| | | | [Note 3](#i11a8acba758b424e8f2f8c2d3090367b_127) | | | [Net Operating Revenues](#i11a8acba758b424e8f2f8c2d3090367b_127) | | | [74](#i11a8acba758b424e8f2f8c2d3090367b_127) | | |

| | | | [Note 4](#i11a8acba758b424e8f2f8c2d3090367b_130) | | | [Investments](#i11a8acba758b424e8f2f8c2d3090367b_130) | | | [76](#i11a8acba758b424e8f2f8c2d3090367b_130) | | |

| | | | [Note 5](#i11a8acba758b424e8f2f8c2d3090367b_133) | | | [Hedging Transactions and Derivative Financial Instruments](#i11a8acba758b424e8f2f8c2d3090367b_133) | | | [78](#i11a8acba758b424e8f2f8c2d3090367b_133) | | |

| | | | [Note 6](#i11a8acba758b424e8f2f8c2d3090367b_136) | | | [Equity Method Investments](#i11a8acba758b424e8f2f8c2d3090367b_136) | | | [84](#i11a8acba758b424e8f2f8c2d3090367b_136) | | |

| | | | [Note 7](#i11a8acba758b424e8f2f8c2d3090367b_139) | | | [Intangible Assets](#i11a8acba758b424e8f2f8c2d3090367b_139) | | | [86](#i11a8acba758b424e8f2f8c2d3090367b_139) | | |

| | | | [Note 8](#i11a8acba758b424e8f2f8c2d3090367b_142) | | | [Accounts Payable and Accrued Expenses](#i11a8acba758b424e8f2f8c2d3090367b_142) | | | [87](#i11a8acba758b424e8f2f8c2d3090367b_142) | | |

| | | | [Note 9](#i11a8acba758b424e8f2f8c2d3090367b_145) | | | [Leases](#i11a8acba758b424e8f2f8c2d3090367b_145) | | | [87](#i11a8acba758b424e8f2f8c2d3090367b_145) | | |

| | | | [Note 10](#i11a8acba758b424e8f2f8c2d3090367b_148) | | | [Debt and Borrowing Arrangements](#i11a8acba758b424e8f2f8c2d3090367b_148) | | | [88](#i11a8acba758b424e8f2f8c2d3090367b_148) | | |

| | | | [Note 11](#i11a8acba758b424e8f2f8c2d3090367b_151) | | | [Commitments and Contingencies](#i11a8acba758b424e8f2f8c2d3090367b_151) | | | [90](#i11a8acba758b424e8f2f8c2d3090367b_151) | | |

| | | | [Note 12](#i11a8acba758b424e8f2f8c2d3090367b_154) | | | [Stock-](#i11a8acba758b424e8f2f8c2d3090367b_154)[B](#i11a8acba758b424e8f2f8c2d3090367b_154)[ased Compensation Plans](#i11a8acba758b424e8f2f8c2d3090367b_154) | | | [92](#i11a8acba758b424e8f2f8c2d3090367b_154) | | |

| | | | [Note 13](#i11a8acba758b424e8f2f8c2d3090367b_157) | | | [Pension and Other Postretirement Benefit Plans](#i11a8acba758b424e8f2f8c2d3090367b_157) | | | [96](#i11a8acba758b424e8f2f8c2d3090367b_157) | | |

| | | | [Note 14](#i11a8acba758b424e8f2f8c2d3090367b_160) | | | [Income Taxes](#i11a8acba758b424e8f2f8c2d3090367b_160) | | | [102](#i11a8acba758b424e8f2f8c2d3090367b_160) | | |

| | | | [Note 15](#i11a8acba758b424e8f2f8c2d3090367b_163) | | | [Other Comprehensive Income](#i11a8acba758b424e8f2f8c2d3090367b_163) | | | [106](#i11a8acba758b424e8f2f8c2d3090367b_163) | | |

| | | | [Note 16](#i11a8acba758b424e8f2f8c2d3090367b_166) | | | [Fair Value Measurements](#i11a8acba758b424e8f2f8c2d3090367b_166) | | | [109](#i11a8acba758b424e8f2f8c2d3090367b_166) | | |

| | | | [Note 17](#i11a8acba758b424e8f2f8c2d3090367b_169) | | | [Significant Operating and Nonoperating Items](#i11a8acba758b424e8f2f8c2d3090367b_169) | | | [115](#i11a8acba758b424e8f2f8c2d3090367b_169) | | |

| | | | [Note 18](#i11a8acba758b424e8f2f8c2d3090367b_172) | | | [Restructuring](#i11a8acba758b424e8f2f8c2d3090367b_172) | | | [116](#i11a8acba758b424e8f2f8c2d3090367b_172) | | |

| | | | [Note 19](#i11a8acba758b424e8f2f8c2d3090367b_175) | | | [Operating Segments](#i11a8acba758b424e8f2f8c2d3090367b_175) | | | [118](#i11a8acba758b424e8f2f8c2d3090367b_175) | | |

| | | | [Note 20](#i11a8acba758b424e8f2f8c2d3090367b_178) | | | [Net Change in Operating Assets and Liabilities](#i11a8acba758b424e8f2f8c2d3090367b_178) | | | [123](#i11a8acba758b424e8f2f8c2d3090367b_178) | | |

| Collateral (paid) received associated with hedging activities — net | | | (1,465) | | | — | | | — | | |

| Restricted cash and restricted cash equivalents1,2 | | | 306 | | | 341 | | | 315 | | |

1Amounts include cash and cash equivalents in our solvency capital portfolio, which are included in the line item other noncurrent assets in our consolidated balance sheets.

2Amounts as of December 31, 2022 and 2021 include cash and cash equivalents related to assets held for sale, which are included in the line item prepaid expenses and other current assets in our consolidated balance sheets.

The costs of factoring such receivables were $27 million and $5 million for the years ended December 31, 2022 and 2021, respectively.

Operating lease expense is recognized on a straight-line basis over the lease term in our consolidated statement of income.

During 2022, our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $73 million.

As of December 31, 2022, $549 million of the $860 million had been paid and $311 million remained in the line item accounts payable and accrued expenses in our consolidated balance sheet.

We received net cash proceeds of $228 million and recognized a net gain of $153 million as a result of the refranchising.

Also included was the sale of our ownership interest in one of our equity method investees, for which we received cash proceeds of $123 million and recognized a net gain of $13 million.

In December 2022, the Company received cash proceeds of $823 million in advance of refranchising its bottling operations in Vietnam.

This advance was included in the

line item accounts payable and accrued expenses in our consolidated balance sheet as of December 31, 2022, and was included in the line item other investing activities in our consolidated statement of cash flows for the year ended December 31, 2022.

The Company refranchised its bottling operations in Vietnam in January 2023.

NOTE 3: NET OPERATING REVENUES

| Total | | | $ | 15,413 | | $ | 27,591 | | $ | 43,004 | |

| December 31, 2022 | | | | | | | | |

| December 31, 2022 | | | | | | | | | | | | | | |

| After 10 years | | | 174 | | | 152 | | | | | | | | | | | |

| Total | | | $ | 979 | | $ | 944 | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- |

| Adoption of accounting standards1 | | | — | | | — | | | (564) | | |

| Acquisition of interests held by noncontrolling owners | | | — | | | — | | | (84) | | |

| Business combinations | | | — | | | 1 | | | 59 | | |

The number of stock options excluded from the computation of diluted net income per share in 2019 was insignificant.

assets on our consolidated balance sheet.

| Restricted cash and restricted cash equivalents included in other noncurrent assets1,2 | | | 341 | | | 315 | | | 257 | | |

1Amounts represent restricted cash and restricted cash equivalents in our solvency capital portfolio set aside primarily to cover pension obligations in certain of our European and Canadian pension plans.

2As of December 31, 2021, restricted cash and restricted cash equivalents includes amounts related to assets held for sale.

*Recently Adopted Accounting Guidance*

In February 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-02, *Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income* (“ASU 2018-02”), which permits entities to reclassify the disproportionate income tax effects of the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”) on items within AOCI to reinvested earnings.

These disproportionate income tax effect items are referred to as “stranded tax effects.” The amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act.

Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income is not affected by this update.

We adopted ASU 2018-02 effective January 1, 2019.

We recognized a cumulative effect adjustment to increase the opening balance of reinvested earnings as of January 1, 2019 by $558 million related to the effect that the change in the income tax rate had on the gross deferred tax amounts of items remaining in AOCI.

investment in 2018.

It also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.

The preliminary allocation of the purchase price is subject to refinement when valuations are finalized.

As of December 31, 2021, the valuations that have not been finalized primarily relate to other intangible assets and operating lease ROU assets and operating lease liabilities.

The final purchase price allocation will be completed no later than the fourth quarter of 2022.

*Costa Limited*

In January 2019, the Company acquired Costa in exchange for $4.9 billion of cash, net of cash acquired.

Costa is a coffee business with retail stores in more than 30 countries, the Costa Express vending system and a state-of-the-art roastery.

We believe this acquisition will allow us to increase our presence in the hot beverage market, as Costa has a scalable platform across multiple formats and channels, including opportunities to introduce ready-to-drink products.

Upon finalization of purchase accounting, $2.4 billion of the purchase price was allocated to the Costa trademark and $2.5 billion was allocated to goodwill.

The goodwill recognized as part of this acquisition is primarily related to synergistic value created from the opportunity for additional expansion as well as our ability to market and distribute Costa in ready-to-drink form throughout our bottling system.

The goodwill is not tax deductible and has been assigned to the Global Ventures operating segment, except for $108 million which was assigned to the Europe, Middle East and Africa operating segment.

*C.H.I. Limited*

In January 2019, the Company acquired the remaining 60 percent ownership interest in CHI, a Nigerian producer of value-added dairy and juice beverages and iced tea, in exchange for $257 million of cash, net of cash acquired, under the terms of the agreement for our original investment in CHI.

Upon consolidation, we recognized a net loss of $118 million, which included

the remeasurement of our previously held equity interest in CHI to fair value and the reversal of the related cumulative translation adjustments.

During 2019, proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled $429 million, which primarily related to the sale of a portion of our ownership interest in Embotelladora Andina S.A. (“Andina”) and the refranchising of certain of our bottling operations in India.

As a result of these transactions, we recognized gains of $39 million and $73 million, respectively.

We continue to account for our remaining ownership interest in Andina as an equity method investment as a result of our representation on Andina’s Board of Directors and other governance rights.

Coca-Cola Beverages Africa Proprietary Limited

Due to the Company’s original intent to refranchise Coca-Cola Beverages Africa Proprietary Limited (“CCBA”), it was accounted for as held for sale and as a discontinued operation from October 2017 through the first quarter of 2019.

Additionally, CCBA’s property, plant and equipment was not depreciated and its definite-lived intangible assets were not amortized during this period.

While the Company had discussions with a number of potential partners throughout the period CCBA was held for sale, during the second quarter of 2019 the Company updated its plans with the intent to maintain its controlling stake in CCBA, which resulted in CCBA no longer qualifying as held for sale or as a discontinued operation.

As a result of this change, we recorded a $160 million adjustment to reduce the carrying value of CCBA’s property, plant and equipment and definite-lived intangible assets by an additional $34 million and $126 million, respectively, to reflect additional depreciation and amortization that would have been recognized during the period CCBA was held for sale.

NOTE 3: REVENUE RECOGNITION

Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

The report of management on our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] and the attestation report of our independent registered public accounting firm on our internal control over financial reporting are set forth in Part II, “Item 8.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The information [removed: with respect to] [added: regarding] Directors under the subheadings “Item 1 Election of Directors,” “Board Membership Criteria,” “Director Nomination Process” and “Biographical Information About Our Director Nominees” under the principal heading [removed: “Governance,”] [added: “Governance”;] the information regarding the Codes of Business Conduct under the subheading “Additional Governance Matters” under the principal heading [removed: “Governance,”] [added: “Governance”; the information under the subheading “Delinquent Section 16(a) Reports” under the principal heading “Share Ownership”;] and the information regarding the Audit Committee under the subheading “Board and Committee Governance” under the principal heading “Governance” in the Company’s [removed: 2022] [added: 2023] Proxy Statement are incorporated herein by reference.

See Item [removed: X] [added: X.] in Part I of this report for information regarding executive officers of the Company.

The information under the subheading “Director Compensation” under the principal heading [removed: “Governance,”] [added: “Governance”;] the information under the subheadings “Compensation Discussion and [removed: Analysis,”] [added: Analysis”;] “Compensation Committee [removed: Report,”] [added: Report”;] “Compensation Committee Interlocks and Insider [removed: Participation,”] [added: Participation”;] “Compensation [removed: Tables,”] [added: Tables”;] “Payments on Termination or Change in Control” and “Pay Ratio Disclosure” under the principal heading [removed: “Compensation,”] [added: “Compensation”;] and the information under the subheading “Annex B — Summary of Plans” under the principal heading “Annexes” in the Company’s [removed: 2022] [added: 2023] Proxy Statement are incorporated herein by reference.

The information under the subheading “Equity Compensation Plan Information” under the principal heading “Compensation” and the information under the principal heading “Share Ownership” in the Company’s [removed: 2022] [added: 2023] Proxy Statement are incorporated herein by reference.

“Governance” in the Company’s [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

The information regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors under the subheading “Item [removed: 3] [added: 4] Ratification of the Appointment of Ernst & Young LLP as Independent Auditors” under the principal heading “Audit Matters” in the Company’s [removed: 2022] [added: 2023] Proxy Statement is incorporated herein by reference.

Consolidated Statements of Income — Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020]

Consolidated Statements of Comprehensive Income — Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020]

Consolidated Balance Sheets — December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021]

Consolidated Statements of Cash Flows — Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020]

Consolidated Statements of Shareowners’ Equity — Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019.][added: 2020]

Notes to Consolidated Financial [removed: Statements.][added: Statements]

Report of Independent Registered Public Accounting [removed: Firm.][added: Firm]

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting.][added: Reporting]

[removed: 2.Financial] [added: (2)Financial] Statement Schedules:

| [3.1](http://www.sec.gov/Archives/edgar/data/21344/000002134412000051/a20120928ex-31.htm) | | | | | | [Certificate of Incorporation of the Company, including Amendment of Certificate of Incorporation, dated July 27, 2012 — incorporated herein by reference to Exhibit 3.1 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000002134412000051/a20120928ex-31.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000002134412000051/a20120928ex-31.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended September 28, 2012.](http://www.sec.gov/Archives/edgar/data/21344/000002134412000051/a20120928ex-31.htm) | | | | | | [removed: | | |]

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/21344/000002134415000034/exhibit32.htm)] [added: [10.13](http://www.sec.gov/Archives/edgar/data/21344/000002134420000014/a20200327ex-104.htm)] | | | | | | [removed: [By-Laws of the Company,] [added: [The Coca-Cola Company Severance Pay Plan,] as amended and restated [removed: through April 22,] [added: effective January 1,] 2020 [added: (the “Severance Pay Plan”)] — incorporated herein by reference to Exhibit [removed: 3.2 of] [added: 10.4 to] the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000002134415000034/exhibit32.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000002134415000034/exhibit32.htm)[s] [added: Company’s] Quarterly Report on Form 10-Q for the quarter ended March 27, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/21344/000002134415000034/exhibit32.htm) | | |] [added: 2020.*](http://www.sec.gov/Archives/edgar/data/21344/000002134420000014/a20200327ex-104.htm)] | | | | | |

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)] [added: [4.1](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)] | | | | | | [Description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm) | | |] [added: 1934](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm) [](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)[— incorporated herein by reference to](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm) [Exhibit 4.1 of the Company](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)[s Annual Report on Form 10-K for the year ended December](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm) [31, 202](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)[1](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)[.](http://www.sec.gov/Archives/edgar/data/21344/000002134422000009/a20211231exhibit41.htm)] | | | | | |

| 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. | | | | | | [removed: | | |]

| [4.3](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d1.htm) | | | | | | [Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d1.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d1.htm)[s] [added: Company’s] Current Report on Form 8-K filed on May 25, 2017.](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d1.htm) | | | | | | [removed: | | |]

| [4.4](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d2.htm) | | | | | | [First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d2.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d2.htm)[s] [added: Company’s] Current Report on Form 8-K filed on May 25, 2017.](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d2.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d3.htm)[5](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d3.htm)] [added: [4.5](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d3.htm)] | | | | | | [Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d3.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d3.htm)[s] [added: Company’s] Current Report on Form 8-K filed on May 25, 2017.](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d3.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465914067294/a14-20868_5ex4d4.htm)[6](http://www.sec.gov/Archives/edgar/data/21344/000110465914067294/a14-20868_5ex4d4.htm)] [added: [4.6](http://www.sec.gov/Archives/edgar/data/21344/000110465914067294/a14-20868_5ex4d4.htm)] | | | | | | [Form of Note for 1.875% Notes due 2026 — incorporated herein by reference to Exhibit 4.4 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465914067294/a14-20868_5ex4d4.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465914067294/a14-20868_5ex4d4.htm)[s] [added: Company’s] Registration Statement on Form 8-A filed on September 19, 2014.](http://www.sec.gov/Archives/edgar/data/21344/000110465914067294/a14-20868_5ex4d4.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d7.htm)[7](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d7.htm)] [added: [4.7](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d7.htm)] | | | | | | [Form of Note for 1.125% Notes due 2027 — incorporated herein by reference to Exhibit 4.7 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d7.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d7.htm)[s] [added: Company’s] Registration Statement on Form 8-A filed on March 6, 2015.](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d7.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d8.htm)[8](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d8.htm)] [added: [4.8](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d8.htm)] | | | | | | [Form of Note for 1.625% Notes due 2035 — incorporated herein by reference to Exhibit 4.8 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d8.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d8.htm)[s] [added: Company’s] Registration Statement on Form 8-A filed on March 6, 2015.](http://www.sec.gov/Archives/edgar/data/21344/000110465915017732/a15-5356_5ex4d8.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465916142970/a16-17466_6ex4d4.htm)[9](http://www.sec.gov/Archives/edgar/data/21344/000110465916142970/a16-17466_6ex4d4.htm)] [added: [4.9](http://www.sec.gov/Archives/edgar/data/21344/000110465916142970/a16-17466_6ex4d4.htm)] | | | | | | [Form of Note for 1.100% Notes due 2036 — incorporated herein by reference to Exhibit 4.4 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465916142970/a16-17466_6ex4d4.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465916142970/a16-17466_6ex4d4.htm)[s] [added: Company’s] Registration Statement on Form 8-A filed on September 2, 2016.](http://www.sec.gov/Archives/edgar/data/21344/000110465916142970/a16-17466_6ex4d4.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465917015536/a17-7082_7ex4d6.htm)[10](http://www.sec.gov/Archives/edgar/data/21344/000110465917015536/a17-7082_7ex4d6.htm)] [added: [4.10](http://www.sec.gov/Archives/edgar/data/21344/000110465917015536/a17-7082_7ex4d6.htm)] | | | | | | [Form of Note for 0.500% Notes due 2024 — incorporated herein by reference to Exhibit 4.6 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465917015536/a17-7082_7ex4d6.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465917015536/a17-7082_7ex4d6.htm)[s] [added: Company’s] Registration Statement on Form 8-A filed on March 9, 2017.](http://www.sec.gov/Archives/edgar/data/21344/000110465917015536/a17-7082_7ex4d6.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d5.htm)[11](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d5.htm)] [added: [4.11](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d5.htm)] | | | | | | [Form of Note for 2.900% Notes due 2027 — incorporated herein by reference to Exhibit 4.5 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d5.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d5.htm)[s] [added: Company’s] Current Report on Form 8-K filed on May 25, 2017.](http://www.sec.gov/Archives/edgar/data/21344/000110465917035229/a17-12823_3ex4d5.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-4.htm)[12](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-4.htm)] [added: [4.12](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-4.htm)] | | | | | | [Form of Note for 1.750% Notes due 2024 — incorporated herein by reference to Exhibit 4.4 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-4.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-4.htm)[s] [added: Company’s] Current Report on Form 8-K filed on September, 9, 2019.](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-4.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-5.htm)[13](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-5.htm)] [added: [4.13](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-5.htm)] | | | | | | [Form of Note for 2.125% Notes due 2029 — incorporated herein by reference to Exhibit 4.5 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-5.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-5.htm)[s] [added: Company’s] Current Report on Form 8-K filed on September 9, 2019.](http://www.sec.gov/Archives/edgar/data/21344/000141057819001096/tv528943_ex4-5.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-5.htm)[14](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-5.htm)] [added: [4.14](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-5.htm)] | | | | | | [Form of Note for 3.375% Notes due 2027 — incorporated herein by reference to Exhibit 4.5 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-5.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-5.htm)[s] [added: Company’s] Current Report on Form 8-K filed on March 25, 2020.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-5.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-6.htm)[15](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-6.htm)] [added: [4.15](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-6.htm)] | | | | | | [Form of Note for 3.450% Notes due 2030 — incorporated herein by reference to Exhibit 4.6 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-6.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-6.htm)[s] [added: Company’s] Current Report on Form 8-K filed on March 25, 2020.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-6.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-7.htm)[16](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-7.htm)] [added: [4.16](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-7.htm)] | | | | | | [Form of Note for 4.125% Notes due 2040 — incorporated herein by reference to Exhibit 4.7 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-7.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-7.htm)[s] [added: Company’s] Current Report on Form 8-K filed on March 25, 2020.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-7.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-8.htm)[17](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-8.htm)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-8.htm)] | | | | | | [Form of Note for 4.200% Notes due 2050 — incorporated herein by reference to Exhibit 4.8 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-8.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-8.htm)[s] [added: Company’s] Current Report on Form 8-K filed on March 25, 2020.](http://www.sec.gov/Archives/edgar/data/21344/000110465920038321/tm2013248d2_ex4-8.htm) | | | | | | [removed: | | |]

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/21344/000110465920055758/tm2017862d4_ex4-4.htm)[18](http://www.sec.gov/Archives/edgar/data/21344/000110465920055758/tm2017862d4_ex4-4.htm)] [added: [4.18](http://www.sec.gov/Archives/edgar/data/21344/000110465920055758/tm2017862d4_ex4-4.htm)] | | | | | | [Form of Note for 1.450% Notes due 2027 — incorporated herein by reference to Exhibit 4.4 to the [removed: Company](http://www.sec.gov/Archives/edgar/data/21344/000110465920055758/tm2017862d4_ex4-4.htm)[’](http://www.sec.gov/Archives/edgar/data/21344/000110465920055758/tm2017862d4_ex4-4.htm)[s] [added: Company’s] Current Report on Form 8-K filed on May 4, 2020.](http://www.sec.gov/Archives/edgar/data/21344/000110465920055758/tm2017862d4_ex4-4.htm) | | | | | | [removed: | | |]