Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-02217

Corporate_Mark_Primary_Logo_Black.jpg

COCA COLA CO

(Exact name of Registrant as specified in its charter)

Delaware58-0628465
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
One Coca-Cola Plaza
AtlantaGeorgia30313
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (404) 676-2121

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.25 Par ValueKONew York Stock Exchange
1.875% Notes Due 2026KO26New York Stock Exchange
0.750% Notes Due 2026KO26CNew York Stock Exchange
1.125% Notes Due 2027KO27New York Stock Exchange
0.125% Notes Due 2029KO29ANew York Stock Exchange
0.125% Notes Due 2029KO29BNew York Stock Exchange
0.400% Notes Due 2030KO30BNew York Stock Exchange
1.250% Notes Due 2031KO31New York Stock Exchange
3.125% Notes Due 2032KO32New York Stock Exchange
0.375% Notes Due 2033KO33New York Stock Exchange
0.500% Notes Due 2033KO33ANew York Stock Exchange
1.625% Notes Due 2035KO35New York Stock Exchange
1.100% Notes Due 2036KO36New York Stock Exchange
0.950% Notes Due 2036KO36ANew York Stock Exchange
0.800% Notes Due 2040KO40BNew York Stock Exchange
1.000% Notes Due 2041KO41New York Stock Exchange
3.500% Notes Due 2044KO44New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class of Common StockShares Outstanding as of July 25, 2024
$0.25 Par Value4,309,868,150

THE COCA-COLA COMPANY AND SUBSIDIARIES

Table of Contents

Page
Forward-Looking Statements1
Part I. Financial Information
Item 1.Financial Statements2
Consolidated Statements of Income — Three and Six Months Ended June 28, 2024 and June 30, 20232
Consolidated Statements of Comprehensive Income — Three and Six Months Ended June 28, 2024 and June 30, 20233
Consolidated Balance Sheets — June 28, 2024 and December 31, 20234
Consolidated Statements of Cash Flows — Six Months Ended June 28, 2024 and June 30, 20235
Notes to Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations33
Item 3.Quantitative and Qualitative Disclosures About Market Risk49
Item 4.Controls and Procedures49
Part II. Other Information
Item 1.Legal Proceedings50
Item 1A.Risk Factors52
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds52
Item 5.Other Information52
Item 6.Exhibits52
Signatures56

FORWARD-LOOKING STATEMENTS

This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. 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 net income per share growth, and statements expressing general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, the possibility that the assumptions used to calculate our estimated aggregate incremental tax and interest liability related to the potential unfavorable outcome of the ongoing tax dispute with the U.S. Internal Revenue Service could significantly change; those described in Part II, “Item 1A. Risk Factors” and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2023; and those described from time to time in our future reports filed with the Securities and Exchange Commission.

Part I. Financial Information

Next: Item 1. Financial Statements