Coca Cola Co 10-Q for FY2026 Q3
Coca Cola Co (KO)
10-Q
2026-10-28
For: 2026-10-02
View Original
Added on
October 28, 2026
About this 10-Q
Coca Cola Co filed this 10-Q on October 28, 2026, covering the quarter ended October 2, 2026 (FY2026 Q3).
Headline figures
Quarter ended October 2, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $13.38B
- up 7.4% from $12.46B a year earlier
- Net income
- $4.01B
- up 8.5% from net income of $3.7B a year earlier
- Diluted EPS
- $0.93
- up 8.1% from $0.86 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended October 2, 2026
OR
For the transition period from to
Commission File Number: 001-02217
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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.
| ☒ | 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 Stock | Shares Outstanding as of October 26, 2026 | |||||||
| $0.25 Par Value | ||||||||
THE COCA-COLA COMPANY AND SUBSIDIARIES
Table of Contents
| Page | ||||||||
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 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 United States 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, 2025; and those described from time to time in our future reports filed with the Securities and Exchange Commission.
1
Part I. Financial Information
Item 1. Financial Statements
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions except per share data)
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| Net Operating Revenues | $ | $ | $ | $ | |||||||||||||
| Cost of goods sold | |||||||||||||||||
| Gross Profit | |||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||
| Other operating charges | |||||||||||||||||
| Operating Income | |||||||||||||||||
| Interest income | |||||||||||||||||
| Interest expense | |||||||||||||||||
| Equity income (loss) — net | |||||||||||||||||
| Other income (loss) — net | ( | ( | |||||||||||||||
| Income Before Income Taxes | |||||||||||||||||
| Income taxes | |||||||||||||||||
| Consolidated Net Income | |||||||||||||||||
| Less: Net income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Net Income Attributable to Shareowners of The Coca-Cola Company | $ | $ | $ | $ | |||||||||||||
Basic Net Income Per Share1 | $ | $ | $ | $ | |||||||||||||
Diluted Net Income Per Share1 | $ | $ | $ | $ | |||||||||||||
| Average Shares Outstanding — Basic | |||||||||||||||||
| Effect of dilutive securities | |||||||||||||||||
| Average Shares Outstanding — Diluted | |||||||||||||||||
1 Calculated based on net income attributable to shareowners of The Coca-Cola Company.
Refer to Notes to Consolidated Financial Statements.
2
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| Consolidated Net Income | $ | $ | $ | $ | |||||||||||||
| Other Comprehensive Income: | |||||||||||||||||
| Net foreign currency translation adjustments | ( | ( | |||||||||||||||
| Net gains (losses) on derivatives | ( | ||||||||||||||||
| Net change in unrealized gains (losses) on available-for-sale debt securities | ( | ( | |||||||||||||||
| Net change in pension and other postretirement benefit liabilities | |||||||||||||||||
| Total Comprehensive Income | |||||||||||||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||
| Total Comprehensive Income Attributable to Shareowners of The Coca-Cola Company | $ | $ | $ | $ | |||||||||||||
Refer to Notes to Consolidated Financial Statements.
3
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions except par value)
| October 2, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Total Cash, Cash Equivalents and Short-Term Investments | ||||||||
| Marketable securities | ||||||||
Trade accounts receivable, less allowances of $ | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Assets held for sale | ||||||||
| Total Current Assets | ||||||||
| Equity method investments | ||||||||
| Deferred income tax assets | ||||||||
Property, plant and equipment, less accumulated depreciation of $ | ||||||||
| Trademarks with indefinite lives | ||||||||
| Goodwill | ||||||||
| Other noncurrent assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Loans and notes payable | ||||||||
| Current maturities of long-term debt | ||||||||
| Accrued income taxes | ||||||||
| Liabilities held for sale | ||||||||
| Total Current Liabilities | ||||||||
| Long-term debt | ||||||||
| Other noncurrent liabilities | ||||||||
| Deferred income tax liabilities | ||||||||
| The Coca-Cola Company Shareowners’ Equity | ||||||||
Common stock, $ | ||||||||
| Capital surplus | ||||||||
| Reinvested earnings | ||||||||
| Accumulated other comprehensive income (loss) | ( | ( | ||||||
Treasury stock, at cost — | ( | ( | ||||||
| Equity Attributable to Shareowners of The Coca-Cola Company | ||||||||
| Equity attributable to noncontrolling interests | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
Refer to Notes to Consolidated Financial Statements.
4
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Nine Months Ended | ||||||||
| October 2, 2026 | September 26, 2025 | |||||||
| Operating Activities | ||||||||
| Consolidated net income | $ | $ | ||||||
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation expense | ||||||||
| Deferred income taxes | ||||||||
| Equity (income) loss — net of dividends | ( | ( | ||||||
| Foreign currency adjustments | ||||||||
| Significant (gains) losses — net | ( | ( | ||||||
| Other operating charges | ||||||||
| Other items | ||||||||
| Net change in operating assets and liabilities | ( | ( | ||||||
| Net Cash Provided by (Used in) Operating Activities | ||||||||
| Investing Activities | ||||||||
| Purchases of investments | ( | ( | ||||||
| Proceeds from disposals of investments | ||||||||
| Acquisitions of businesses, equity method investments and nonmarketable securities | ( | ( | ||||||
| Proceeds from disposals of businesses, equity method investments and nonmarketable securities | ||||||||
| Purchases of property, plant and equipment | ( | ( | ||||||
| Proceeds from disposals of property, plant and equipment | ||||||||
| Collateral (paid) received associated with hedging activities — net | ( | |||||||
| Other investing activities | ||||||||
| Net Cash Provided by (Used in) Investing Activities | ||||||||
| Financing Activities | ||||||||
| Issuances of loans, notes payable and long-term debt | ||||||||
| Payments of loans, notes payable and long-term debt | ( | ( | ||||||
| Issuances of stock | ||||||||
| Purchases of stock for treasury | ( | ( | ||||||
| Dividends | ( | ( | ||||||
| Proceeds from sale of a noncontrolling interest | ||||||||
| Other financing activities | ( | ( | ||||||
| Net Cash Provided by (Used in) Financing Activities | ( | ( | ||||||
Effect of Exchange Rate Changes on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||||||||
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | ||||||||
| Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during the period | ||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | ||||||||
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents at End of Period | ||||||||
| Less: Restricted cash and restricted cash equivalents at end of period | ||||||||
| Cash and Cash Equivalents at End of Period | $ | $ | ||||||
Refer to Notes to Consolidated Financial Statements.
5
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of The Coca-Cola Company for the year ended December 31, 2025. Certain other amounts in the prior year’s consolidated financial statements and notes have been revised to conform to the current year presentation.
When used in these notes, the terms “The Coca-Cola Company,” “Company,” “we,” “us” and “our” mean The Coca-Cola Company and all entities included in our consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended October 2, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Sales of our ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters typically accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions.
Each of our quarterly reporting periods, other than the fourth quarter, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The third quarter of 2026 and the third quarter of 2025 ended on October 2, 2026 and September 26, 2025, respectively. Our fourth quarter and our fiscal year end on December 31 regardless of the day of the week on which December 31 falls.
Advertising Costs
The Company’s accounting policy related to advertising costs for annual reporting purposes is to expense production costs of print, radio, television and other advertisements as of the first date the advertisements take place. All other marketing expenditures are expensed in the annual period in which the expenditure is incurred.
For quarterly reporting purposes, we allocate our estimated full year marketing expenditures that benefit multiple quarters to each of those quarters. We use the proportion of each quarter’s actual unit case volume to the estimated full year unit case volume as the basis for the allocation. This methodology results in our marketing expenditures being recognized at a standard rate per unit case. At the end of each quarter, we review our estimated full year unit case volume and our estimated full year marketing expenditures that benefit multiple quarters in order to evaluate if a change in estimate is necessary. The impact of any change in the full year estimate is recognized in the quarter in which the change in estimate occurs. Our full year marketing expenditures are not impacted by this interim accounting policy.
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents
We classify time deposits and other investments that are highly liquid and have maturities of three months or less at the date of purchase as cash equivalents or restricted cash equivalents, as applicable. Restricted cash and restricted cash equivalents generally consist of amounts held by our captive insurance companies, which are included in the line item other noncurrent assets in our consolidated balance sheet, and when applicable, cash and cash equivalents related to assets held for sale are included in the line item assets held for sale in our consolidated balance sheet. We manage our exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties and procedures to monitor our concentrations of credit risk. Refer to Note 2 for additional information on our assets held for sale and Note 4 for additional information on our captive insurance companies.
The following tables provide a summary of cash, cash equivalents, restricted cash and restricted cash equivalents that constitute the total amounts shown in our consolidated statements of cash flows (in millions):
| October 2, 2026 | December 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents | $ | $ | |||||||||
6
| September 26, 2025 | December 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents | $ | $ | |||||||||
NOTE 2: ACQUISITIONS AND DIVESTITURES
Acquisitions
Our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $204 million and $356 million during the nine months ended October 2, 2026 and September 26, 2025, respectively. The activity during the nine months ended October 2, 2026 and September 26, 2025 included additional investments of $112 million and $54 million, respectively, in an equity method investee in Japan. The activity during the nine months ended October 2, 2026 and September 26, 2025 also included $75 million and $271 million, respectively, of investments in alternative energy limited partnerships. Refer to Note 14 for additional information on these investments.
Divestitures
Proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled $1 million and $1,020 million during the nine months ended October 2, 2026 and September 26, 2025, respectively. In March 2025, the Company sold a portion of our ownership interest in Coca-Cola Europacific Partners plc (“CCEP”), an equity method investee, for which we received cash proceeds of $741 million and recognized a gain of $331 million. In May 2025, the Company refranchised its bottling operations in certain territories in India that were held for sale as of December 31, 2024, for which we received net cash proceeds of $218 million and recognized a gain of $102 million. These gains were recorded in the line item other income (loss) — net in our consolidated statement of income.
Assets and Liabilities Held for Sale
In October 2025, the Company entered into a definitive agreement to sell a portion of our interest in our bottling operations in Africa to Coca-Cola HBC AG (“CCHBC”), an equity method investee. Closing is subject to various regulatory approvals and is expected by the end of 2026, upon which we will deconsolidate these bottling operations. We have also agreed to a separate option arrangement for CCHBC to acquire the Company’s remaining 25% ownership interest within a six-year period from closing. As these operations met the criteria to be classified as held for sale, during the year ended December 31, 2025, we were required to record the related assets and liabilities at the lower of carrying value or fair value less any costs to sell based on the estimated proceeds. This resulted in an impairment charge of $1,274 million, primarily due to the negative net foreign currency translation adjustments that will be reclassified into income upon sale. During the three and nine months ended October 2, 2026, we recorded a gain to reduce this impairment charge by $5 million and $61 million, respectively, based on management’s revised estimates. These amounts were recorded in the line item other income (loss) — net in our consolidated statements of income.
During the three months ended October 2, 2026, the Company’s bottling operations in Singapore, Malaysia and Myanmar met the criteria to be classified as held for sale. As a result, we were required to record the related assets and liabilities at the lower of carrying value or fair value less any costs to sell based on the estimated proceeds. As the fair value of the disposal group less any costs to sell exceeded the carrying value, the related assets and liabilities were recorded at their carrying values. Closings are subject to various regulatory approvals and are expected by mid 2027.
7
The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in our consolidated balance sheets (in millions):
| October 2, 2026 | December 31, 2025 | |||||||
| Cash, cash equivalents and short-term investments | $ | $ | ||||||
| Trade accounts receivable, less allowances | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
Equity method investments | ||||||||
| Deferred income tax assets | ||||||||
| Property, plant and equipment — net | ||||||||
| Trademarks with indefinite lives | ||||||||
| Goodwill | ||||||||
| Other noncurrent assets | ||||||||
| Allowance for reduction of assets held for sale | ( | ( | ||||||
| Assets held for sale | $ | $ | ||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Loans and notes payable | ||||||||
| Current maturities of long-term debt | ||||||||
| Accrued income taxes | ||||||||
| Long-term debt | ||||||||
| Other noncurrent liabilities | ||||||||
| Deferred income tax liabilities | ||||||||
| Liabilities held for sale | $ | $ | ||||||
NOTE 3: NET OPERATING REVENUES
The following tables present net operating revenues disaggregated between the United States and International and further by line of business (in millions):
| United States | International | Total | |||||||||
| Three Months Ended October 2, 2026 | |||||||||||
| Concentrate operations | $ | $ | $ | ||||||||
| Finished product operations | |||||||||||
| Total | $ | $ | $ | ||||||||
| Three Months Ended September 26, 2025 | |||||||||||
| Concentrate operations | $ | $ | $ | ||||||||
| Finished product operations | |||||||||||
| Total | $ | $ | $ | ||||||||
| United States | International | Total | |||||||||
| Nine Months Ended October 2, 2026 | |||||||||||
| Concentrate operations | $ | $ | $ | ||||||||
| Finished product operations | |||||||||||
| Total | $ | $ | $ | ||||||||
| Nine Months Ended September 26, 2025 | |||||||||||
| Concentrate operations | $ | $ | $ | ||||||||
| Finished product operations | |||||||||||
| Total | $ | $ | $ | ||||||||
Refer to Note 16 for disclosures of net operating revenues by operating segment and Corporate.
8
NOTE 4: INVESTMENTS
Equity Securities
The carrying values of our equity securities were included in the following line items in our consolidated balance sheets (in millions):
| Fair Value with Changes Recognized in Income | Measurement Alternative — No Readily Determinable Fair Value | |||||||
| October 2, 2026 | ||||||||
| Marketable securities | $ | $ | ||||||
| Other noncurrent assets | ||||||||
| Total equity securities | $ | $ | ||||||
| December 31, 2025 | ||||||||
| Marketable securities | $ | $ | ||||||
| Other noncurrent assets | ||||||||
| Total equity securities | $ | $ | ||||||
The calculation of net unrealized gains and losses recognized during the period related to equity securities still held at the end of the period is as follows (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| Net gains (losses) recognized during the period related to equity securities | $ | $ | $ | $ | |||||||||||||
| Less: Net gains (losses) recognized during the period related to equity securities sold during the period | ( | ||||||||||||||||
| Net unrealized gains (losses) recognized during the period related to equity securities still held at the end of the period | $ | $ | $ | $ | |||||||||||||
Debt Securities
Our debt securities consisted of the following (in millions):
| Gross Unrealized | Estimated Fair Value | |||||||||||||
| Cost | Gains | Losses | ||||||||||||
| October 2, 2026 | ||||||||||||||
Trading securities | $ | $ | $ | ( | $ | |||||||||
Available-for-sale securities1 | ( | |||||||||||||
Total debt securities | $ | $ | $ | ( | $ | |||||||||
| December 31, 2025 | ||||||||||||||
Trading securities | $ | $ | $ | $ | ||||||||||
Available-for-sale securities1 | ( | |||||||||||||
Total debt securities | $ | $ | $ | ( | $ | |||||||||
9
The carrying values of our debt securities were included in the following line items in our consolidated balance sheets (in millions):
| October 2, 2026 | December 31, 2025 | ||||||||||||||||
| Trading Securities | Available-for-Sale Securities | Trading Securities | Available-for-Sale Securities | ||||||||||||||
Marketable securities | $ | $ | $ | $ | |||||||||||||
Other noncurrent assets | |||||||||||||||||
| Total debt securities | $ | $ | $ | $ | |||||||||||||
The contractual maturities of these available-for-sale debt securities as of October 2, 2026 were as follows (in millions):
| Cost | Estimated Fair Value | ||||||||||||||||
| Within 1 year | $ | $ | |||||||||||||||
| After 1 year through 5 years | |||||||||||||||||
| After 5 years through 10 years | |||||||||||||||||
| After 10 years | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
The Company expects that actual maturities may differ from the contractual maturities above because borrowers have the right to call or prepay certain obligations.
The sale and/or maturity of available-for-sale debt securities resulted in the following realized activity (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| Gross gains | $ | $ | $ | $ | |||||||||||||
| Gross losses | ( | ( | ( | ( | |||||||||||||
| Proceeds | |||||||||||||||||
Captive Insurance Companies
In accordance with local insurance regulations, our consolidated captive insurance companies are required to meet and maintain minimum solvency capital requirements. The Company elected to invest a majority of its solvency capital in a portfolio of marketable equity and debt securities. These securities are included in the disclosures above. The Company uses one of our consolidated captive insurance companies to reinsure group annuity insurance contracts that cover the obligations of certain of our European and Canadian pension plans. This captive’s solvency capital funds included total equity and debt securities of $2,890 million and $2,356 million as of October 2, 2026 and December 31, 2025, respectively, which were classified in the line item other noncurrent assets in our consolidated balance sheets because the assets were not available to satisfy our current obligations.
NOTE 5: INVENTORIES
Inventories consisted of the following (in millions):
| October 2, 2026 | December 31, 2025 | |||||||
| Raw materials and packaging | $ | $ | ||||||
| Finished goods | ||||||||
| Other | ||||||||
| Total inventories | $ | $ | ||||||
10
NOTE 6: HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The following table presents the fair values of the Company’s derivative instruments that were designated and qualified as part of a hedging relationship (in millions):
| Fair Value | |||||||||||
| Derivatives Designated as Hedging Instruments | Financial Statement Line Item Impacted | October 2, 2026 | December 31, 2025 | ||||||||
| Assets: | |||||||||||
| Foreign currency contracts | Prepaid expenses and other current assets | $ | $ | ||||||||
| Foreign currency contracts | Other noncurrent assets | ||||||||||
| Interest rate contracts | Other noncurrent assets | ||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Foreign currency contracts | Accounts payable and accrued expenses | $ | $ | ||||||||
| Foreign currency contracts | Other noncurrent liabilities | ||||||||||
| Commodity contracts | Accounts payable and accrued expenses | ||||||||||
| Interest rate contracts | Accounts payable and accrued expenses | ||||||||||
| Interest rate contracts | Other noncurrent liabilities | ||||||||||
| Total liabilities | $ | $ | |||||||||
The following table presents the fair values of the Company’s derivative instruments that were not designated as hedging instruments (in millions):
| Fair Value | |||||||||||
| Derivatives Not Designated as Hedging Instruments | Financial Statement Line Item Impacted | October 2, 2026 | December 31, 2025 | ||||||||
| Assets: | |||||||||||
| Foreign currency contracts | Prepaid expenses and other current assets | $ | $ | ||||||||
| Foreign currency contracts | Other noncurrent assets | ||||||||||
| Foreign currency contracts | Assets held for sale | ||||||||||
| Commodity contracts | Prepaid expenses and other current assets | ||||||||||
| Commodity contracts | Other noncurrent assets | ||||||||||
| Commodity contracts | Assets held for sale | ||||||||||
| Other derivative instruments | Prepaid expenses and other current assets | ||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Foreign currency contracts | Accounts payable and accrued expenses | $ | $ | ||||||||
| Foreign currency contracts | Other noncurrent liabilities | ||||||||||
| Foreign currency contracts | Liabilities held for sale | ||||||||||
| Commodity contracts | Accounts payable and accrued expenses | ||||||||||
| Commodity contracts | Other noncurrent liabilities | ||||||||||
| Commodity contracts | Liabilities held for sale | ||||||||||
| Other derivative instruments | Accounts payable and accrued expenses | ||||||||||
| Total liabilities | $ | $ | |||||||||
All of the Company’s derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to Note 15 for the net presentation of the Company’s derivative instruments and for additional information related to the estimated fair value. We classify both the earnings and cash flow impact from these derivatives consistent with the underlying hedged item. The settlement of derivatives that are part of our cash flow hedging, fair value hedging, and economic hedging strategies are classified as operating activities in our consolidated statement of cash flows. The settlement of derivative instruments designated as hedges of net investments in foreign operations are classified as investing activities in our consolidated statement of cash flows.
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Credit Risk Associated with Derivatives
We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of investment grade or better. We monitor counterparty exposures regularly and review any downgrade in credit rating immediately. If a downgrade in the credit rating of a counterparty were to occur, we have provisions requiring collateral for substantially all of our transactions. To mitigate pre-settlement risk, minimum credit standards become more stringent as the duration of the derivative financial instrument increases. In addition, the Company’s master netting agreements reduce credit risk by permitting the Company to net settle for transactions with the same counterparty. To minimize the concentration of credit risk, we enter into derivative transactions with a portfolio of financial institutions. Furthermore, for certain derivative financial instruments, the Company has agreements with counterparties that require collateral to be exchanged based on changes in the fair value of the instruments. The Company classifies collateral payments and receipts as investing cash flows when the collateral account is in an asset position and as financing cash flows when the collateral account is in a liability position. As a result of these factors, we consider the risk of counterparty default to be minimal.
Cash Flow Hedging Strategy
The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in foreign currency exchange rates, commodity prices or interest rates. The changes in the fair values of derivatives designated as cash flow hedges are recorded in accumulated other comprehensive income (loss) (“AOCI”) and are reclassified into the line item in our consolidated statement of income in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in the fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into income. The maximum length of time for which the Company hedges its exposure to the variability in future cash flows is typically three years .
The Company maintains a foreign currency cash flow hedging program to reduce the risk that our U.S. dollar net cash inflows from sales outside the United States and U.S. dollar net cash outflows from procurement activities will be adversely affected by fluctuations in foreign currency exchange rates. We enter into forward contracts and purchase foreign currency options and collars (principally euro, British pound and Japanese yen) to hedge certain portions of forecasted cash flows denominated in foreign currencies. When the U.S. dollar strengthens against the foreign currencies, the decline in the present value of future foreign currency cash flows is partially offset by gains in the fair value of the derivative instruments. Conversely, when the U.S. dollar weakens, the increase in the present value of future foreign currency cash flows is partially offset by losses in the fair value of the derivative instruments. The total notional values of derivatives that were designated and qualified for the Company’s foreign currency cash flow hedging program were $11,041 million and $9,760 million as of October 2, 2026 and December 31, 2025, respectively.
The Company uses cross-currency swaps to hedge the changes in cash flows of certain of its foreign currency denominated debt and other monetary assets or liabilities due to fluctuations in foreign currency exchange rates. For this hedging program, the Company recognizes in earnings each period the changes in carrying values of these foreign currency denominated assets and liabilities due to fluctuations in exchange rates. The changes in fair values of the cross-currency swap derivatives are recorded in AOCI with an immediate reclassification into income for the changes in fair values attributable to fluctuations in foreign currency exchange rates. The total notional value of derivatives that were designated as cash flow hedges for the Company’s foreign currency denominated assets and liabilities was $557
The Company has entered into commodity futures contracts and other derivative instruments on various commodities to mitigate the price risk associated with forecasted purchases of materials used in our manufacturing process. These derivative instruments were designated as part of the Company’s commodity cash flow hedging program. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of certain commodities. The total notional values of derivatives that were designated and qualified for this program were $48 million and $53 million as of October 2, 2026 and December 31, 2025, respectively.
Our Company monitors our mix of short-term debt and long-term debt regularly. We manage our risk related to interest rate fluctuations through the use of derivative financial instruments. From time to time, the Company has entered into interest rate swap agreements and has designated these instruments as part of the Company’s interest rate cash flow hedging program. The objective of this hedging program is to mitigate the risk of adverse changes in benchmark interest rates on the Company’s future interest payments. The total notional values of derivatives that were designated and qualified for this program were $769 million and $1,786 million as of October 2, 2026 and December 31, 2025, respectively.
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The following tables present the pretax impact that changes in the fair values of derivatives designated as cash flow hedges had on other comprehensive income (“OCI”), AOCI and income (in millions):
| Gain (Loss) Recognized in OCI | Financial Statement Line Item Impacted | Gain (Loss) Reclassified from AOCI into Income | ||||||||||||
| Three Months Ended October 2, 2026 | ||||||||||||||
| Foreign currency contracts | $ | Net operating revenues | $ | ( | ||||||||||
| Foreign currency contracts | ( | Cost of goods sold | ||||||||||||
| Foreign currency contracts | Interest expense | ( | ||||||||||||
| Foreign currency contracts | Other income (loss) — net | ( | ||||||||||||
| Commodity contracts | ( | Cost of goods sold | ||||||||||||
| Interest rate contracts | Interest expense | |||||||||||||
| Total | $ | $ | ( | |||||||||||
| Three Months Ended September 26, 2025 | ||||||||||||||
| Foreign currency contracts | $ | Net operating revenues | $ | ( | ||||||||||
| Foreign currency contracts | Cost of goods sold | |||||||||||||
| Foreign currency contracts | Interest expense | ( | ||||||||||||
| Foreign currency contracts | ( | Other income (loss) — net | ( | |||||||||||
| Commodity contracts | Cost of goods sold | |||||||||||||
| Interest rate contracts | Interest expense | ( | ||||||||||||
Total | $ | $ | ( | |||||||||||
| Gain (Loss) Recognized in OCI | Financial Statement Line Item Impacted | Gain (Loss) Reclassified from AOCI into Income | ||||||||||||
| Nine Months Ended October 2, 2026 | ||||||||||||||
| Foreign currency contracts | $ | Net operating revenues | $ | ( | ||||||||||
| Foreign currency contracts | Cost of goods sold | |||||||||||||
| Foreign currency contracts | Interest expense | ( | ||||||||||||
| Foreign currency contracts | Other income (loss) — net | ( | ||||||||||||
| Commodity contracts | Cost of goods sold | |||||||||||||
| Interest rate contracts | Interest expense | ( | ||||||||||||
| Total | $ | $ | ( | |||||||||||
| Nine Months Ended September 26, 2025 | ||||||||||||||
| Foreign currency contracts | $ | ( | Net operating revenues | $ | ( | |||||||||
| Foreign currency contracts | ( | Cost of goods sold | ||||||||||||
| Foreign currency contracts | Interest expense | ( | ||||||||||||
| Foreign currency contracts | Other income (loss) — net | |||||||||||||
| Commodity contracts | ( | Cost of goods sold | ( | |||||||||||
| Interest rate contracts | ( | Interest expense | ( | |||||||||||
Total | $ | ( | $ | ( | ||||||||||
As of October 2, 2026, the Company estimates that it will reclassify into income during the next 12 months net gains of $71 million from the pretax amount recorded in AOCI as the anticipated cash flows occur.
Fair Value Hedging Strategy
The Company uses interest rate swap agreements designated as fair value hedges to minimize exposure to changes in the fair value of fixed-rate debt that result from fluctuations in benchmark interest rates. The Company also uses cross-currency interest rate swaps to hedge the changes in the fair value of foreign currency denominated debt relating to fluctuations in foreign currency exchange rates and benchmark interest rates. The changes in the fair values of derivatives designated as fair value hedges and the offsetting changes in the fair values of the hedged items are recognized in earnings. As a result, any difference is reflected in earnings as ineffectiveness. When a derivative is no longer designated as a fair value hedge for any reason, including termination and maturity, the remaining unamortized difference between the carrying value of the hedged item at that
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time and the face value of the hedged item is amortized into earnings over the remaining life of the hedged item, or immediately if the hedged item has matured or has been extinguished. The total notional values of derivatives that were designated and qualified as fair value hedges of this type were $11,875 million and $13,674 million as of October 2, 2026 and December 31, 2025, respectively.
The following table summarizes the pretax impact that changes in the fair values of derivatives designated as fair value hedges had on income (in millions):
| Hedging Instruments and Hedged Items | Financial Statement Line Item Impacted | Gain (Loss) Recognized in Income | ||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | |||||||||||||||||
| Interest expense | $ | ( | $ | $ | ( | $ | ||||||||||||||
| Interest expense | ( | ( | ||||||||||||||||||
| Net impact of fair value hedging instruments | $ | $ | $ | $ | ||||||||||||||||
The following table summarizes the amounts recorded in our consolidated balance sheets related to hedged items in fair value hedging relationships (in millions):
Cumulative Amount of Fair Value Hedging Adjustments1 | ||||||||||||||||||||||||||
| Carrying Values of Hedged Items | Included in the Carrying Values of Hedged Items | Remaining for Which Hedge Accounting Has Been Discontinued | ||||||||||||||||||||||||
| Balance Sheet Location of Hedged Items | October 2, 2026 | December 31, 2025 | October 2, 2026 | December 31, 2025 | October 2, 2026 | December 31, 2025 | ||||||||||||||||||||
| Current maturities of long-term debt | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||
| Long-term debt | ( | ( | ||||||||||||||||||||||||
1Cumulative amount of fair value hedging adjustments does not include changes due to foreign currency exchange rate fluctuations.
Hedges of Net Investments in Foreign Operations Strategy
The Company uses forward contracts and a portion of its foreign currency denominated debt, a non-derivative financial instrument, to protect the value of our net investments in a number of foreign operations. In 2025, the Company changed its method for assessing the effectiveness of derivative financial instruments designated as net investment hedges to include only the changes in fair value attributable to changes in foreign currency spot rates. The changes in the fair values of the effective portion of the derivative financial instruments are recognized in net foreign currency translation adjustments, a component of AOCI, to offset the changes in the values of the net investments being hedged. The initial value and subsequent changes in fair value of the excluded component are amortized into earnings over the life of the hedging instrument. The Company recorded net gains of $8 million and $23 million for the three and nine months ended October 2, 2026, respectively, and a net gain of $8
The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions):
| Notional Values | Gain (Loss) Recognized in OCI | |||||||||||||||||||||||||
| as of | Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||
| October 2, 2026 | December 31, 2025 | October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | |||||||||||||||||||||
| Foreign currency contracts | $ | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||
| Foreign currency denominated debt | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ( | |||||||||||||||||||
The Company did not reclassify any gains or losses during the three and nine months ended October 2, 2026, or the three and nine months ended September 26, 2025.
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Economic (Non-Designated) Hedging Strategy
In addition to derivative instruments that have been designated and qualify for hedge accounting, the Company also uses certain derivatives as economic hedges of foreign currency, interest rate and commodity exposure. Although these derivatives were not designated and/or did not qualify for hedge accounting, they are effective economic hedges. The changes in the fair values of economic hedges are immediately recognized in earnings.
The Company uses foreign currency economic hedges to offset the earnings impact that fluctuations in foreign currency exchange rates have on certain monetary assets and liabilities denominated in nonfunctional currencies. The changes in the fair values of economic hedges used to offset those monetary assets and liabilities are immediately recognized in earnings in the line item other income (loss) — net in our consolidated statement of income. In addition, we use foreign currency economic hedges to minimize the variability in cash flows associated with fluctuations in foreign currency exchange rates, including those related to certain acquisition and divestiture activities. The changes in the fair values of economic hedges used to offset the variability in U.S. dollar net cash flows are immediately recognized in earnings in the line items net operating revenues, cost of goods sold or other income (loss) — net in our consolidated statement of income, as applicable. The total notional values of derivatives related to our foreign currency economic hedges were $12,582 million and $9,744 million as of October 2, 2026 and December 31, 2025, respectively.
The Company also uses certain derivatives as economic hedges to mitigate the price risk associated with the purchase of materials used in the manufacturing process and vehicle fuel. The changes in the fair values of these economic hedges are immediately recognized in earnings in the line items net operating revenues, cost of goods sold, or selling, general and administrative expenses in our consolidated statement of income, as applicable. The total notional values of derivatives related to our economic hedges of this type were $807 million and $482 million as of October 2, 2026 and December 31, 2025, respectively.
The following tables present the pretax impact that changes in the fair values of derivatives not designated as hedging instruments had on income (in millions):
| Derivatives Not Designated as Hedging Instruments | Financial Statement Line Item Impacted | Gain (Loss) Recognized in Income | |||||||||
| Three Months Ended | |||||||||||
| October 2, 2026 | September 26, 2025 | ||||||||||
| Foreign currency contracts | Net operating revenues | $ | $ | ||||||||
| Foreign currency contracts | Cost of goods sold | ( | |||||||||
| Foreign currency contracts | Other income (loss) — net | ( | |||||||||
| Cost of goods sold | |||||||||||
| Other derivative instruments | Selling, general and administrative expenses | ||||||||||
| Other derivative instruments | Other income (loss) — net | ( | |||||||||
| Total | $ | $ | |||||||||
| Derivatives Not Designated as Hedging Instruments | Financial Statement Line Item Impacted | Gain (Loss) Recognized in Income | |||||||||
| Nine Months Ended | |||||||||||
| October 2, 2026 | September 26, 2025 | ||||||||||
| Foreign currency contracts | Net operating revenues | $ | ( | $ | ( | ||||||
| Foreign currency contracts | Cost of goods sold | ||||||||||
| Foreign currency contracts | Other income (loss) — net | ||||||||||
| Cost of goods sold | ( | ||||||||||
| Other derivative instruments | Selling, general and administrative expenses | ||||||||||
| Other derivative instruments | Other income (loss) — net | ( | |||||||||
| Total | $ | $ | |||||||||
NOTE 7: SUPPLY CHAIN FINANCE PROGRAM
Our current payment terms with the majority of our suppliers are 120 days. Certain financial institutions offer a voluntary supply chain finance (“SCF”) program, which enables our suppliers, at their sole discretion, to sell their receivables from the Company to these financial institutions on a non-recourse basis at a rate that leverages our credit rating and thus may be more beneficial to them. The SCF program is available to suppliers of goods and services included in cost of goods sold and selling,
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general and administrative expenses in our consolidated statement of income. The Company and our suppliers agree on contractual terms for the goods and services we procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in the SCF program. The suppliers sell goods or services, as applicable, to the Company and issue the associated invoices to the Company based on the agreed-upon contractual terms. Then, if they are participating in the SCF program, our suppliers sell their invoices to the financial institutions. Our suppliers’ voluntary participation in the SCF program has no bearing on our payment terms. No guarantees are provided by the Company or any of our subsidiaries under the SCF program. We have no economic interest in a supplier’s decision to participate in the SCF program, and we have no direct financial relationship with the financial institutions, as it relates to the SCF program. Accordingly, amounts due to our suppliers that elected to participate in the SCF program are included in the line item and liabilities held for sale in our consolidated balance sheet, as applicable. All activity related to amounts due to suppliers that elected to participate in the SCF program is classified within the operating activities section of our consolidated statement of cash flows. As of October 2, 2026 and December 31, 2025, the amount of obligations outstanding that the Company has confirmed as valid to the financial institutions under the SCF program was $1,576 million and $1,363 million, respectively. As of October 2, 2026 and December 31, 2025, these amounts included $155 million and $37 million, respectively, of confirmed obligations outstanding related to our bottling operations in Africa that are currently held for sale. Refer to Note 2.
NOTE 8: DEBT AND BORROWING ARRANGEMENTS
Loans and notes payable consist primarily of commercial paper issued in the United States. As of December 31, 2025, we had $1,495 million in outstanding commercial paper borrowings. We had no outstanding commercial paper borrowings as of October 2, 2026.
NOTE 9: COMMITMENTS AND CONTINGENCIES
Guarantees
As of October 2, 2026, we were contingently liable for guarantees of indebtedness owed by third parties of $807 million, of which $60 million was related to variable interest entities. Our guarantees are primarily related to third-party customers, bottlers and vendors and have arisen through the normal course of business. These guarantees have various terms, and none of these guarantees is individually significant. These amounts represent the maximum potential future payments that we could be required to make under the guarantees. However, management has concluded that the likelihood of any significant amounts being paid by our Company under these guarantees is remote.
Concentrations of Credit Risk
We believe our exposure to concentrations of credit risk is limited due to the diverse geographic areas covered by our operations.
Legal Contingencies
The Company is involved in various legal proceedings. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. Management believes that the total liabilities of the Company that may arise as a result of currently pending legal proceedings (excluding tax audit claims) will not have a material adverse effect on the Company taken as a whole.
Tax Audits
The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. These uncertain tax matters may result in the assessment of additional taxes.
On September 17, 2015, the Company received a Statutory Notice of Deficiency (“Notice”) from the United States Internal Revenue Service (“IRS”) seeking approximately $3.3 billion of additional federal income tax for years 2007 through 2009. In the Notice, the IRS stated its intent to reallocate over $9 billion of income to the U.S. parent company from certain of its foreign affiliates that the U.S. parent company licensed to manufacture, distribute, sell, market and promote its products in certain non-U.S. markets.
The Notice concerned the Company’s transfer pricing between its U.S. parent company and certain of its foreign affiliates. IRS rules governing transfer pricing require arm’s-length pricing of transactions between related parties such as the Company’s U.S. parent and its foreign affiliates.
To resolve the same transfer pricing issue for the tax years 1987 through 1995, the Company and the IRS had agreed in 1996 on an arm’s-length methodology for determining the amount of U.S. taxable income that the U.S. parent company would report as compensation from its foreign licensees. The Company and the IRS memorialized this accord in a closing agreement resolving
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that dispute (“Closing Agreement”). The Closing Agreement provided that, absent a change in material facts or circumstances or relevant federal tax law, in calculating the Company’s income taxes going forward, the Company would not be assessed penalties by the IRS for using the agreed-upon tax calculation methodology that the Company and the IRS agreed would be used for the 1987 through 1995 tax years.
The IRS audited and confirmed the Company’s compliance with the agreed-upon Closing Agreement methodology in five successive audit cycles for tax years 1996 through 2006.
The September 17, 2015 Notice from the IRS retroactively rejected the previously agreed-upon methodology for the 2007 through 2009 tax years in favor of an entirely different methodology, without prior notice to the Company. Using the new tax calculation methodology, the IRS reallocated over $9 billion of income to the U.S. parent company from its foreign licensees for tax years 2007 through 2009. Consistent with the Closing Agreement, the IRS did not assert penalties, and it has yet to do so.
The IRS designated the Company’s matter for litigation on October 15, 2015. Litigation designation is an IRS determination that forecloses to a company any and all alternative means for resolution of a tax dispute. As a result of the IRS’ designation of the Company’s matter for litigation, the Company was forced to either accept the IRS’ newly imposed tax assessment and pay the full amount of the asserted tax or litigate the matter in the federal courts. The matter remains subject to the IRS’ litigation designation, preventing the Company from any attempt to settle or otherwise mutually resolve the matter with the IRS.
The Company consequently initiated litigation by filing a petition in the U.S. Tax Court (“Tax Court”) in December 2015, challenging the tax adjustments enumerated in the Notice.
Prior to trial, the IRS increased its transfer pricing adjustment by $385 million, resulting in an additional tax adjustment of $135 million. 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 $138 million.
The trial was held in the Tax Court from March through May 2018, and final post-trial briefs were filed and exchanged in April 2019.
On November 18, 2020, the Tax Court issued an opinion (“Opinion”) in which it predominantly sided with the IRS but agreed with the Company that dividends previously paid by the foreign licensees to the U.S. parent company in reliance upon the Closing Agreement should continue to be allowed to offset royalties, including those that would become payable to the Company in accordance with the Opinion. On November 8, 2023, the Tax Court issued a supplemental opinion (together with the original Tax Court opinion, “Opinions”), siding with the IRS in concluding both that certain U.S. tax regulations (known as the blocked-income regulations) that address the effect of certain Brazilian legal restrictions on royalty payments by the Company’s licensee in Brazil apply to the Company’s operations and that the Tax Court opinion in 3M Co. & Subs. v. Commissioner (February 9, 2023) (“3M case”) controlled as to the validity of those regulations. On October 1, 2025, the U.S. Court of Appeals for the Eighth Circuit issued an opinion reversing the judgment of the Tax Court in the 3M case. In its decision, the court concluded that the blocked-income regulation was inconsistent with Internal Revenue Code (“IRC”) Section 482 and that the IRS therefore could not reallocate income from 3M’s subsidiary in Brazil to 3M in contravention of Brazilian restrictions on the payment of royalties. Further, the U.S. Court of Appeals for the Eighth Circuit specifically rejected the IRS’ argument that the ability of 3M’s subsidiary in Brazil to pay dividends, rather than royalties, meant that royalty income should not be treated as blocked. Both of these conclusions are highly supportive of the Company’s position in its case and reinforce its prior conclusions.
The Company believes that the IRS and the Tax Court misinterpreted and misapplied the applicable regulations in reallocating income earned by the Company’s foreign licensees to increase the Company’s U.S. tax. Moreover, the Company believes that the retroactive imposition of such tax liability using a calculation methodology different from that previously agreed upon by the IRS and the Company, and audited by the IRS for over a decade, is unconstitutional. The Company intends to assert its claims on appeal and vigorously defend its positions. In addition, for its litigation with the IRS and for purposes of its appeal of the Tax Court decision, the Company continues to evaluate the implications of several significant administrative law cases recently decided by the U.S. Supreme Court, most notably Loper Bright v. Raimondo, which overruled Chevron U.S.A., Inc. v. NRDC (“Chevron case”). Since 1984, the Chevron case had required that courts defer to agency interpretations of statutes and agency action. In Ohio v. EPA and Garland v. Cargill, two of the recent decisions, the U.S. Supreme Court demonstrated how courts are to rule on agency interpretations and actions without the deference previously required by the Chevron case.
On August 2, 2024, the Tax Court entered a decision reflecting additional federal income tax of $2.7 billion for the 2007 through 2009 tax years. With applicable interest, the total liability for the 2007 through 2009 tax years resulting from the Tax Court’s decision is $6.0 billion, for which the IRS issued the Company invoices on September 3, 2024. The Company paid those invoices (“IRS Tax Litigation Deposit”) on September 10, 2024, which stopped interest from accruing on the additional tax due for the 2007 through 2009 tax years. That amount, plus interest earned, would be refunded in full or in part if the Company’s tax positions are ultimately sustained on appeal. For the three and nine months ended October 2, 2026, the
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Company recorded net interest income of $57 million and $155 million, respectively, related to this tax payment. For the three and nine months ended September 26, 2025, the Company recorded net interest income of $55 million and $162 million, respectively, related to this tax payment. These amounts were recorded in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy. The payment of the IRS invoices and the related accrued interest were recorded in the line item other noncurrent assets in our consolidated balance sheets as of October 2, 2026 and December 31, 2025. On October 22, 2024, the Company appealed the Tax Court’s decision to the U.S. Court of Appeals for the Eleventh Circuit. The Company filed its principal appellate brief with the U.S. Court of Appeals for the Eleventh Circuit on March 12, 2025. The IRS filed its appellate brief on July 7, 2025. The Company filed its reply brief on August 27, 2025. The U.S. Court of Appeals for the Eleventh Circuit heard the case on June 25, 2026.
In determining the amount of tax reserve to be recorded as of December 31, 2020, the Company completed the required two-step evaluation process prescribed by Accounting Standards Codification 740, Accounting for Income Taxes. In doing so, we consulted with outside advisors, and we reviewed and considered relevant laws, rules, and regulations, including, but not limited to, the Opinions and relevant caselaw. We also considered our intention to vigorously defend our positions and assert our various well-founded legal claims via every available avenue of appeal. We concluded, based on the technical and legal merits of the Company’s tax positions, that it is more likely than not the Company’s tax positions will ultimately be sustained on appeal. In addition, we considered a number of alternative transfer pricing methodologies, including the methodology asserted by the IRS and affirmed in the Opinions (“Tax Court Methodology”), that could be applied by the courts upon final resolution of the litigation. Based on the required probability analysis, we determined the methodologies we believe the federal courts could ultimately order to be used in calculating the Company’s tax. As a result of this analysis, we recorded a tax reserve of $438 million during the year ended December 31, 2020 related to the application of the resulting methodologies as well as the different tax treatment applicable to dividends originally paid to the U.S. parent company by its foreign licensees, in reliance upon the Closing Agreement, that would be recharacterized as royalties in accordance with the Opinions and the Company’s analysis.
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 October 2, 2026. However, based on the required probability analysis and the accrual of interest through the current reporting period, we updated our tax reserve as of October 2, 2026 to $538 million.
While the Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions, it is possible that some portion or all of the adjustments proposed by the IRS and sustained by the Tax Court could ultimately be upheld. In that event, the Company would not receive a refund of the applicable portion or all of the $6.0 billion it paid in response to the IRS invoices issued in September 2024 and the related accrued interest receivable of $589 million as of October 2, 2026. Additionally, the Company would likely be subject to significant additional liabilities for subsequent years, which could have a material adverse impact on the Company’s financial position, results of operations and cash flows.
The Company calculated the potential impact of applying the Tax Court Methodology to reallocate income from foreign licensees potentially covered within the scope of the Opinions for the 2010 through 2025 tax years, assuming such methodology were to be ultimately upheld by the courts, and the IRS were to decide to apply that methodology to subsequent years, with consent of the federal courts. This impact would include taxes and interest accrued through December 31, 2025. The calculations incorporated the estimated impact of correlative adjustments to the previously accrued transition tax payable under the 2017 Tax Cuts and Jobs Act. The Company estimates that the potential aggregate remaining incremental tax and interest liability for the tax years 2010 through 2025 could be approximately $14 billion as of December 31, 2025. Additional income tax and interest on any unpaid potential liabilities for the 2010 through 2025 tax years would continue to accrue until the time any such potential liability, or portion thereof, were to be paid. The Company estimates the impact of the continued application of the Tax Court Methodology for the three and nine months ended October 2, 2026 would increase the potential aggregate incremental tax and interest liability by approximately $450 million and $1.4 billion, respectively. We currently project the continued application of the Tax Court Methodology in 2026, assuming similar facts and circumstances as of December 31, 2025 and reflecting changes enacted under the One Big Beautiful Bill Act effective in 2026, would result in an incremental annual tax liability that would increase the Company’s effective tax rate by approximately 3.8 %.
Risk Management Programs
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NOTE 10: OTHER COMPREHENSIVE INCOME
AOCI attributable to shareowners of The Coca-Cola Company is separately presented in our consolidated balance sheet as a component of shareowners’ equity, which also includes our proportionate share of equity method investees’ AOCI. OCI attributable to noncontrolling interests is allocated to, and included in, our consolidated balance sheet as part of the line item equity attributable to noncontrolling interests.
AOCI attributable to shareowners of The Coca-Cola Company consisted of the following, net of tax (in millions):
| October 2, 2026 | December 31, 2025 | |||||||
| Net foreign currency translation adjustments | $ | ( | $ | ( | ||||
| Accumulated net gains (losses) on derivatives | ( | ( | ||||||
| Unrealized net gains (losses) on available-for-sale debt securities | ( | ( | ||||||
| Adjustments to pension and other postretirement benefit liabilities | ( | ( | ||||||
| Accumulated other comprehensive income (loss) | $ | ( | $ | ( | ||||
The following table summarizes the allocation of total comprehensive income between shareowners of The Coca-Cola Company and noncontrolling interests (in millions):
| Nine Months Ended October 2, 2026 | |||||||||||
| Shareowners of The Coca-Cola Company | Noncontrolling Interests | Total | |||||||||
| Consolidated net income | $ | $ | $ | ||||||||
| Other comprehensive income: | |||||||||||
| Net foreign currency translation adjustments | ( | ( | ( | ||||||||
Net gains (losses) on derivatives1 | |||||||||||
Net change in unrealized gains (losses) on available-for-sale debt securities2 | ( | ( | |||||||||
| Net change in pension and other postretirement benefit liabilities | |||||||||||
| Total comprehensive income (loss) | $ | $ | $ | ||||||||
1Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
2Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
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The following tables present OCI attributable to shareowners of The Coca-Cola Company, including our proportionate share of equity method investees’ OCI (in millions):
| Three Months Ended October 2, 2026 | Before-Tax Amount | Income Tax | After-Tax Amount | ||||||||
| Foreign currency translation adjustments: | |||||||||||
| Translation adjustments arising during the period | $ | ( | $ | $ | ( | ||||||
| Gains (losses) on intra-entity transactions that are of a long-term investment nature | ( | ( | |||||||||
Gains (losses) on net investment hedges arising during the period1 | ( | ||||||||||
| Net foreign currency translation adjustments | $ | ( | $ | $ | ( | ||||||
| Derivatives: | |||||||||||
| Gains (losses) arising during the period | $ | $ | ( | $ | |||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
Net gains (losses) on derivatives1 | $ | $ | ( | $ | |||||||
| Available-for-sale debt securities: | |||||||||||
| Unrealized gains (losses) arising during the period | $ | ( | $ | ( | $ | ( | |||||
| Reclassification adjustments recognized in net income | |||||||||||
Net change in unrealized gains (losses) on available-for-sale debt securities2 | $ | ( | $ | ( | $ | ( | |||||
| Pension and other postretirement benefit liabilities: | |||||||||||
| Net pension and other postretirement benefit liabilities arising during the period | $ | ( | $ | $ | ( | ||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
| Net change in pension and other postretirement benefit liabilities | $ | $ | ( | $ | |||||||
| Other comprehensive income (loss) attributable to shareowners of The Coca-Cola Company | $ | ( | $ | ( | $ | ( | |||||
1Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
2Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
| Nine Months Ended October 2, 2026 | Before-Tax Amount | Income Tax | After-Tax Amount | ||||||||
| Foreign currency translation adjustments: | |||||||||||
| Translation adjustments arising during the period | $ | $ | $ | ||||||||
| Gains (losses) on intra-entity transactions that are of a long-term investment nature | ( | ( | |||||||||
Gains (losses) on net investment hedges arising during the period1 | ( | ||||||||||
| Net foreign currency translation adjustments | $ | ( | $ | ( | $ | ( | |||||
| Derivatives: | |||||||||||
| Gains (losses) arising during the period | $ | $ | ( | $ | |||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
Net gains (losses) on derivatives1 | $ | $ | ( | $ | |||||||
| Available-for-sale debt securities: | |||||||||||
| Unrealized gains (losses) arising during the period | $ | ( | $ | $ | ( | ||||||
| Reclassification adjustments recognized in net income | |||||||||||
Net change in unrealized gains (losses) on available-for-sale debt securities2 | $ | ( | $ | $ | ( | ||||||
| Pension and other postretirement benefit liabilities: | |||||||||||
| Net pension and other postretirement benefit liabilities arising during the period | $ | ( | $ | $ | ( | ||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
| Net change in pension and other postretirement benefit liabilities | $ | $ | ( | $ | |||||||
| Other comprehensive income (loss) attributable to shareowners of The Coca-Cola Company | $ | $ | ( | $ | |||||||
1Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
2Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
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| Three Months Ended September 26, 2025 | Before-Tax Amount | Income Tax | After-Tax Amount | ||||||||
| Foreign currency translation adjustments: | |||||||||||
| Translation adjustments arising during the period | $ | $ | ( | $ | |||||||
| Reclassification adjustments recognized in net income | |||||||||||
| Gains (losses) on intra-entity transactions that are of a long-term investment nature | ( | ( | |||||||||
Gains (losses) on net investment hedges arising during the period1 | ( | ||||||||||
Reclassification to noncontrolling interests2 | |||||||||||
| Net foreign currency translation adjustments | $ | $ | ( | $ | |||||||
| Derivatives: | |||||||||||
| Gains (losses) arising during the period | $ | $ | ( | $ | |||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
Net gains (losses) on derivatives1 | $ | $ | ( | $ | |||||||
| Available-for-sale debt securities: | |||||||||||
| Unrealized gains (losses) arising during the period | $ | $ | ( | $ | |||||||
| Reclassification adjustments recognized in net income | |||||||||||
Net change in unrealized gains (losses) on available-for-sale debt securities3 | $ | $ | ( | $ | |||||||
| Pension and other postretirement benefit liabilities: | |||||||||||
| Net pension and other postretirement benefit liabilities arising during the period | $ | ( | $ | ( | $ | ( | |||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
| Net change in pension and other postretirement benefit liabilities | $ | $ | ( | $ | |||||||
| Other comprehensive income (loss) attributable to shareowners of The Coca-Cola Company | $ | $ | ( | $ | |||||||
1Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
2Refer to Note 11 for additional information related to the noncontrolling interest in our bottling operations in India.
3Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
21
| Nine Months Ended September 26, 2025 | Before-Tax Amount | Income Tax | After-Tax Amount | ||||||||
| Foreign currency translation adjustments: | |||||||||||
| Translation adjustments arising during the period | $ | $ | ( | $ | |||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
| Gains (losses) on intra-entity transactions that are of a long-term investment nature | |||||||||||
Gains (losses) on net investment hedges arising during the period1 | ( | ( | |||||||||
Reclassification to noncontrolling interests2 | |||||||||||
| Net foreign currency translation adjustments | $ | $ | $ | ||||||||
| Derivatives: | |||||||||||
| Gains (losses) arising during the period | $ | ( | $ | $ | ( | ||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
Net gains (losses) on derivatives1 | $ | ( | $ | $ | ( | ||||||
| Available-for-sale debt securities: | |||||||||||
| Unrealized gains (losses) arising during the period | $ | $ | ( | $ | |||||||
| Reclassification adjustments recognized in net income | |||||||||||
Net change in unrealized gains (losses) on available-for-sale debt securities3 | $ | $ | ( | $ | |||||||
| Pension and other postretirement benefit liabilities: | |||||||||||
| Net pension and other postretirement benefit liabilities arising during the period | $ | ( | $ | $ | ( | ||||||
| Reclassification adjustments recognized in net income | ( | ||||||||||
| Net change in pension and other postretirement benefit liabilities | $ | $ | ( | $ | |||||||
| Other comprehensive income (loss) attributable to shareowners of The Coca-Cola Company | $ | $ | $ | ||||||||
1Refer to Note 6 for additional information related to the net gains or losses on derivative instruments.
2Refer to Note 11 for additional information related to the noncontrolling interest in our bottling operations in India.
3Refer to Note 4 for additional information related to the net unrealized gains or losses on available-for-sale debt securities.
22
The following table presents the amounts and line items in our consolidated statements of income where adjustments reclassified from AOCI into income were recorded (in millions):
| Amount Reclassified from AOCI into Income | ||||||||||||||
| Description of AOCI Component | Financial Statement Line Item Impacted | Three Months Ended October 2, 2026 | Nine Months Ended October 2, 2026 | |||||||||||
| Derivatives: | ||||||||||||||
| Foreign currency contracts | Net operating revenues | $ | $ | |||||||||||
| Foreign currency and commodity contracts | Cost of goods sold | ( | ( | |||||||||||
| Foreign currency and interest rate contracts | Interest expense | |||||||||||||
| Foreign currency contracts | Other income (loss) — net | |||||||||||||
| Income before income taxes | ||||||||||||||
| Income taxes | ( | ( | ||||||||||||
| Consolidated net income | $ | $ | ||||||||||||
| Available-for-sale debt securities: | ||||||||||||||
| Sale of debt securities | Other income (loss) — net | $ | $ | |||||||||||
| Income before income taxes | ||||||||||||||
| Income taxes | ||||||||||||||
| Consolidated net income | $ | $ | ||||||||||||
| Pension and other postretirement benefit liabilities: | ||||||||||||||
Settlement loss (gain)1 | Other income (loss) — net | $ | $ | |||||||||||
| Amortization of net actuarial loss (gain) | Other income (loss) — net | |||||||||||||
| Income before income taxes | ||||||||||||||
| Income taxes | ( | ( | ||||||||||||
| Consolidated net income | $ | $ | ||||||||||||
1Related to the purchase of a buy-out annuity contract (“buy-out”) for a non-U.S. defined benefit plan. Refer to Note 13.
NOTE 11: CHANGES IN EQUITY
The following tables provide a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to shareowners of The Coca-Cola Company and equity attributable to noncontrolling interests (in millions):
Shareowners of The Coca-Cola Company | ||||||||||||||||||||||||||
| Three Months Ended October 2, 2026 | Common Shares Outstanding | Total | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Common Stock | Capital Surplus | Treasury Stock | Non-controlling Interests | ||||||||||||||||||
| July 3, 2026 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
| Comprehensive income (loss) | — | ( | — | — | — | |||||||||||||||||||||
Dividends paid/payable to shareowners of The Coca-Cola Company ($ | — | ( | ( | — | — | — | — | — | ||||||||||||||||||
Dividends paid to noncontrolling interests | — | ( | — | — | — | — | — | ( | ||||||||||||||||||
| Purchases of treasury stock | ( | ( | — | — | — | — | ( | — | ||||||||||||||||||
| Impact related to stock-based compensation plans | — | — | — | — | ||||||||||||||||||||||
| October 2, 2026 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
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Shareowners of The Coca-Cola Company | ||||||||||||||||||||||||||
| Nine Months Ended October 2, 2026 | Common Shares Outstanding | Total | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Common Stock | Capital Surplus | Treasury Stock | Non-controlling Interests | ||||||||||||||||||
| December 31, 2025 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
| Comprehensive income (loss) | — | — | — | — | ||||||||||||||||||||||
Dividends paid/payable to shareowners of The Coca-Cola Company ($ | — | ( | ( | — | — | — | — | — | ||||||||||||||||||
| Dividends paid to noncontrolling interests | — | ( | — | — | — | — | — | ( | ||||||||||||||||||
| Purchases of treasury stock | ( | ( | — | — | — | — | ( | — | ||||||||||||||||||
| Impact related to stock-based compensation plans | — | — | — | — | ||||||||||||||||||||||
| October 2, 2026 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
Shareowners of The Coca-Cola Company | ||||||||||||||||||||||||||
| Three Months Ended September 26, 2025 | Common Shares Outstanding | Total | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Common Stock | Capital Surplus | Treasury Stock | Non-controlling Interests | ||||||||||||||||||
| June 27, 2025 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
Comprehensive income (loss)1 | — | — | — | — | ( | |||||||||||||||||||||
Dividends paid/payable to shareowners of The Coca-Cola Company ($ | — | ( | ( | — | — | — | — | — | ||||||||||||||||||
| Dividends paid to noncontrolling interests | — | ( | — | — | — | — | — | ( | ||||||||||||||||||
| Purchases of treasury stock | ( | ( | — | — | — | — | ( | — | ||||||||||||||||||
| Impact related to stock-based compensation plans | — | — | — | — | ||||||||||||||||||||||
Sale of subsidiary shares1 | — | — | — | — | — | |||||||||||||||||||||
| September 26, 2025 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
1In July 2025, we sold a 40 % noncontrolling interest in our bottling operations in India to a local partner for approximately $1.3 billion, which, net of direct costs, resulted in an increase to total equity of $1.1 billion. As a result, 40 % of the subsidiary’s equity was allocated to the noncontrolling interest and the remaining amount was recorded in capital surplus. Additionally, $226 million of foreign currency translation adjustments included in AOCI were allocated to the noncontrolling interest.
24
Shareowners of The Coca-Cola Company | ||||||||||||||||||||||||||
| Nine Months Ended September 26, 2025 | Common Shares Outstanding | Total | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Common Stock | Capital Surplus | Treasury Stock | Non-controlling Interests | ||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
Comprehensive income (loss)1 | — | — | — | — | ( | |||||||||||||||||||||
Dividends paid/payable to shareowners of The Coca-Cola Company ($ | — | ( | ( | — | — | — | — | — | ||||||||||||||||||
| Dividends paid to noncontrolling interests | — | ( | — | — | — | — | — | ( | ||||||||||||||||||
| Contributions by noncontrolling interests | — | — | — | — | — | — | ||||||||||||||||||||
| Purchases of treasury stock | ( | ( | — | — | — | — | ( | — | ||||||||||||||||||
| Impact related to stock-based compensation plans | — | — | — | — | ||||||||||||||||||||||
Sale of subsidiary shares1 | — | — | — | — | — | |||||||||||||||||||||
| September 26, 2025 | $ | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||
1In July 2025, we sold a 40 % noncontrolling interest in our bottling operations in India to a local partner for approximately $1.3 billion, which, net of direct costs, resulted in an increase to total equity of $1.1 billion. As a result, 40 % of the subsidiary’s equity was allocated to the noncontrolling interest and the remaining amount was recorded in capital surplus. Additionally, $226 million of foreign currency translation adjustments included in AOCI were allocated to the noncontrolling interest.
NOTE 12: SIGNIFICANT OPERATING AND NONOPERATING ITEMS
Other Operating Charges
During the three months ended October 2, 2026, the Company recorded other operating charges of $10 million. These charges consisted of $6 million related to North America modernization initiatives and $4 million for the amortization of noncompete agreements related to the BA Sports Nutrition, LLC (“BodyArmor”) acquisition in 2021.
During the nine months ended October 2, 2026, the Company recorded other operating charges of $54 million. These charges consisted of $19 million related to an indemnification agreement entered into as a part of the refranchising of certain of our bottling operations, $16 million related to North America modernization initiatives, $11 million for the amortization of noncompete agreements related to the BodyArmor acquisition and $8 million related to tax litigation expense.
During the three months ended September 26, 2025, the Company recorded other operating charges of $58 million. These charges included $27 million related to an indemnification agreement entered into as a part of the refranchising of certain of our bottling operations, $24 million related to the Company’s productivity and reinvestment program, $4 million for the amortization of noncompete agreements related to the BodyArmor acquisition and $3 million related to tax litigation expense.
During the nine months ended September 26, 2025, the Company recorded other operating charges of $202 million. These charges consisted of $47 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife, LLC (“fairlife”) in 2020, which brought the total liability to $6,173 million and was paid in March 2025. Additionally, other operating charges included $63 million related to the Company’s productivity and reinvestment program, $35 million related to an indemnification agreement entered into as a part of the refranchising of certain of our bottling operations, $31 million related to the impairment of a trademark that impacted the Latin America operating segment, $11 million for the amortization of noncompete agreements related to the BodyArmor acquisition, $8 million related to tax litigation expense and $7 million of transaction costs related to the refranchising of our bottling operations in certain territories in India.
Refer to Note 2 for additional information on our divestiture activities. Refer to Note 9 for additional information on the tax litigation. Refer to Note 15 for additional information on the impairment charge.
Other Nonoperating Items
Equity Income (Loss) — Net
During the three and nine months ended October 2, 2026, the Company recorded net charges of $8 million and $30 million, respectively. During the three and nine months ended September 26, 2025, the Company recorded a net gain of $7 million and a net charge of $21 million, respectively. These amounts represent the Company’s proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.
25
Other Income (Loss) — Net
During the three months ended October 2, 2026, the Company recognized a net gain of $37 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Additionally, the Company recorded charges of $167 million and $25 million for a settlement loss and special termination benefits, respectively, related to a non-U.S. pension plan. The Company also recorded a reduction in the previously recorded impairment charge of $5 million related to our bottling operations in Africa, which are held for sale. This reduction is based on management’s revised estimates.
During the nine months ended October 2, 2026, the Company recognized a net gain of $338 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Additionally, the Company recorded charges of $167 million and $25 million for a settlement loss and special termination benefits, respectively, related to a non-U.S. pension plan. The Company also recorded a reduction in the previously recorded impairment charge of $61 million related to our bottling operations in Africa, which are held for sale. This reduction is based on management’s revised estimates.
During the three months ended September 26, 2025, the Company recognized a net gain of $151 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities, a charge of $393 million related to certain operations held for sale in Nigeria and a charge of $8 million related to the refranchising of certain bottling operations in Ghana.
During the nine months ended September 26, 2025, the Company recognized a gain of $331 million related to the sale of a portion of our ownership interest in CCEP, a net gain of $295 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities and a gain of $102 million related to the refranchising of our bottling operations in certain territories in India. The Company also recorded a charge of $393 million related to certain operations held for sale in Nigeria and recorded other-than-temporary impairment charges of $40 million related to an equity method investee in Latin America and $25 million related to a joint venture in Latin America. Additionally, the Company recorded a charge of $36 million related to the refranchising of certain bottling operations in Ghana, and charges of $25 million and $11 million for special termination benefits and a curtailment loss, respectively, related to non-U.S. pension activity.
NOTE 13: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Net periodic benefit cost or income for our pension and other postretirement benefit plans consisted of the following (in millions):
| Pension Plans | Other Postretirement Benefit Plans | ||||||||||||||||
| Three Months Ended | |||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
Expected return on plan assets1 | ( | ( | ( | ( | |||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||
| Amortization of net actuarial loss (gain) | ( | ||||||||||||||||
Settlement loss (gain)2 | |||||||||||||||||
Special termination benefits3 | |||||||||||||||||
| Net periodic benefit cost (income) | $ | $ | $ | $ | |||||||||||||
1The weighted-average expected long-term rates of return on plan assets used in computing 2026 net periodic benefit cost (income) were 6.25 % for pension plans and 6.75 % for other postretirement benefit plans.
2The settlement loss is related to the buy-out of a non-U.S. defined benefit plan.
3The special termination benefits represent benefit uplifts provided to plan participants included in the buy-out.
26
| Pension Plans | Other Postretirement Benefit Plans | ||||||||||||||||
| Nine Months Ended | |||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||
| Interest cost | |||||||||||||||||
Expected return on plan assets1 | ( | ( | ( | ( | |||||||||||||
| Amortization of prior service cost (credit) | ( | ( | |||||||||||||||
| Amortization of net actuarial loss (gain) | ( | ||||||||||||||||
Settlement loss (gain)2 | |||||||||||||||||
Curtailment loss (gain)3 | |||||||||||||||||
Special termination benefits4 | |||||||||||||||||
| Net periodic benefit cost (income) | $ | $ | $ | $ | |||||||||||||
1The weighted-average expected long-term rates of return on plan assets used in computing 2026 net periodic benefit cost (income) were 6.25 % for pension plans and 6.75 % for other postretirement benefit plans.
2The settlement loss is related to the buy-out of a non-U.S. defined benefit plan.
3The curtailment loss was primarily related to the buy-in annuity purchase (“buy-in”) for a non-U.S. defined benefit plan. The Company intends to convert the buy-in to a buy-out in the future, at which time the insurer would assume full responsibility for the plan obligations.
NOTE 14: INCOME TAXES
The Company recorded income taxes of $777 million (16.1 % effective tax rate) and $500 million (11.9 % effective tax rate) during the three months ended October 2, 2026 and September 26, 2025, respectively. The Company recorded income taxes of $2,459 million (16.5 % effective tax rate) and $2,215 million (17.0 % effective tax rate) during the nine months ended October 2, 2026 and September 26, 2025, respectively.
The Company’s effective tax rates for the three and nine months ended October 2, 2026 and September 26, 2025 vary from the statutory U.S. federal tax rate of 21.0
The Company’s effective tax rates for the three and nine months ended October 2, 2026 included $172 million and $491 million, respectively, of net tax benefits related to various discrete tax items, including net interest income of $57 million and $155 million, respectively, related to the IRS Tax Litigation Deposit recorded in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy. The Company’s effective tax rates for the three and nine months ended October 2, 2026 also included net tax benefits of $117 million and $298 million, respectively, primarily related to return to provision adjustments.
The Company’s effective tax rates for the three and nine months ended September 26, 2025 included $442 million and $597 million, respectively, of net tax benefits related to various discrete tax items, including net interest income of $55 million and $162 million, respectively, related to the IRS Tax Litigation Deposit recorded in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy. Also included were tax benefits of $258 million and $344 million, respectively, related to changes in the Company’s indefinite reinvestment assertion and reassessments of the realizability of deferred tax assets for certain foreign entities.
During the nine months ended October 2, 2026, the Company invested $75 million in limited partnerships that receive tax credits and other tax benefits by constructing, owning and operating alternative energy generation facilities. During the three and nine months ended October 2, 2026, the Company received tax credits and other income tax benefits of $193 million and $198 million, respectively, and recognized amortization expense of $176 million and $180 million, respectively, related to all of
27
our investments of this nature. The amount of non-income tax-related activity and other returns related to these investments was not material during the three and nine months ended October 2, 2026.
During the nine months ended September 26, 2025, the Company invested $271 million in limited partnerships that receive tax credits and other tax benefits by constructing, owning and operating alternative energy generation facilities. During the three and nine months ended September 26, 2025, the Company received tax credits and other income tax benefits of $13 million and $168 million, respectively, and recognized amortization expense of $11 million and $153 million, respectively, related to all of our investments of this nature. The amount of non-income tax-related activity and other returns related to these investments was not material during the three and nine months ended September 26, 2025.
As of October 2, 2026 and December 31, 2025, the carrying values of these investments were $70 million and $32 million, respectively. The Company recorded $174 million and $32 million of unfunded commitments related to these investments in the line item accounts payable and accrued expenses in our consolidated balance sheets as of October 2, 2026 and December 31, 2025, respectively.
We are currently in litigation with the IRS for tax years 2007 through 2009. Refer to Note 9.
NOTE 15: FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following tables summarize assets and liabilities measured at fair value on a recurring basis (in millions):
| October 2, 2026 | Level 1 | Level 2 | Level 3 | Other3 | Netting Adjustment | 4 | Fair Value Measurements | ||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
Equity securities with readily determinable values1 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
Debt securities1 | |||||||||||||||||||||||||||||
Derivatives2 | ( | 5 | 7 | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
Derivatives2 | $ | $ | $ | $ | $ | ( | 6 | $ | 7 | ||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||
1Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt securities.
2Refer to Note 6 for additional information related to the composition of our derivatives portfolio.
3Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 4.
4Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle net positive and negative positions and also cash collateral held or placed with the same counterparties. There were no amounts subject to legally enforceable master netting agreements that management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 6.
5The Company is obligated to return $90 million in cash collateral it has netted against its derivative position.
6The Company has the right to reclaim $657 million in cash collateral it has netted against its derivative position.
7The Company’s derivative financial instruments were recorded at fair value in our consolidated balance sheet as follows: $11 million in the line item assets held for sale, $160 million in the line item other noncurrent assets, $2 million in the line item liabilities held for sale and $15 million in the line item other noncurrent liabilities. Refer to Note 6 for additional information related to the composition of our derivatives portfolio.
28
| December 31, 2025 | Level 1 | Level 2 | Level 3 | Other3 | Netting Adjustment | 4 | Fair Value Measurements | ||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
Equity securities with readily determinable values1 | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||
Debt securities1 | |||||||||||||||||||||||||||||
Derivatives2 | ( | 5 | 7 | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
Derivatives2 | $ | $ | $ | $ | $ | ( | 6 | $ | 7 | ||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||
1Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt securities.
2Refer to Note 6 for additional information related to the composition of our derivatives portfolio.
3Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 4.
4Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle net positive and negative positions and also cash collateral held or placed with the same counterparties. There were no amounts subject to legally enforceable master netting agreements that management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 6.
5The Company was obligated to return $48 million in cash collateral it had netted against its derivative position.
6The Company had the right to reclaim $597 million in cash collateral it had netted against its derivative position.
7The Company’s derivative financial instruments were recorded at fair value in our consolidated balance sheet as follows: $3 million in the line item assets held for sale, $35 million in the line item other noncurrent assets, $5 million in the line item liabilities held for sale and $90 million in the line item other noncurrent liabilities. Refer to Note 6 for additional information related to the composition of our derivatives portfolio.
Excluding the remeasurement of the fairlife contingent consideration liability during the nine months ended September 26, 2025, gross realized and unrealized gains and losses on Level 3 assets and liabilities were not significant for the three and nine months ended October 2, 2026 and September 26, 2025. Refer to Note 12 for additional information on the fairlife contingent consideration liability.
The Company recognizes transfers between levels within the hierarchy as of the beginning of the reporting period. Gross transfers between levels within the hierarchy were not significant for the three and nine months ended October 2, 2026 and September 26, 2025.
Nonrecurring Fair Value Measurements
The gains and losses on assets measured at fair value on a nonrecurring basis are summarized in the following table (in millions):
Gains (Losses) | ||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | |||||||||||||||||||||||
| Assets held for sale | $ | 1 | $ | ( | 2 | $ | 1 | $ | ( | 2 | ||||||||||||||||
| Other-than-temporary impairment charges | ( | 3,4 | ||||||||||||||||||||||||
| Impairment of intangible assets | ( | 5 | ||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||
1During the three and nine months ended October 2, 2026, the Company recorded reductions in the previously recorded impairment charge related to our bottling operations in Africa, which are held for sale, of $5 million and $61 million, respectively, based on Level 3 inputs. These reductions were recorded in the line item other income (loss) — net in our consolidated statements of income. Refer to Note 2.
2The Company is required to record assets and liabilities that are held for sale at the lower of carrying value or fair value less any costs to sell based on the agreed-upon sale price. During the three and nine months ended September 26, 2025, the Company recorded a charge of $235 28 million in the line item other income (loss) — net in our consolidated statement of income. This charge was due to the write-down of assets held for sale related to the refranchising of certain bottling operations in Ghana. This charge, which was calculated based on Level 3 inputs, primarily related to property, plant and equipment. These operations were sold in July 2025, resulting in an additional loss of $8 million.
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3During the nine months ended September 26, 2025, the Company recorded an other-than-temporary impairment charge of $40 million related to an equity method investee in Latin America. This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results. This charge was recorded in the line item other income (loss) — net in our consolidated statement of income.
4During the nine months ended September 26, 2025, the Company recorded an other-than-temporary impairment charge of $25 million related to a joint venture in Latin America. This impairment charge was derived using Level 3 inputs and was due to the joint venture’s restructuring and planned liquidation. This charge was recorded in the line item other income (loss) — net in our consolidated statement of income.
5During the nine months ended September 26, 2025, the Company recorded an asset impairment charge of $31 million related to a trademark in Latin America. This impairment charge was derived using Level 3 inputs and was primarily driven by revised projections of future operating results and changes in macroeconomic conditions. This charge was recorded in the line item other operating charges in our consolidated statement of income. The remaining carrying value of the trademark is $55 million.
Other Fair Value Disclosures
The carrying values of cash and cash equivalents, short-term investments, trade accounts receivable, accounts payable and accrued expenses, and loans and notes payable approximate their fair values because of the relatively short-term maturities of these financial instruments. The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those instruments. Where quoted prices are not available, the fair value is estimated using discounted cash flows and market-based expectations for interest rates, credit risk and the contractual terms of the debt instruments. As of October 2, 2026, the carrying value and fair value of our long-term debt, including the current portion, were $41,546 million and $35,398 million, respectively. As of December 31, 2025, the carrying value and fair value of our long-term debt, including the current portion, were $43,941 million and $39,385 million, respectively.
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NOTE 16: OPERATING SEGMENTS
Our organizational structure consists of the following five operating segments: Europe, Middle East and Africa (“EMEA”), Latin America, North America, Asia Pacific, and Bottling Investments. Information about our Company’s operations by operating segment and Corporate is as follows (in millions):
| EMEA | Latin America | North America | Asia Pacific | Bottling Investments | Operating Segments Total | Corporate | Eliminations | Consolidated | |||||||||||||||||||||
| Three Months Ended October 2, 2026 | |||||||||||||||||||||||||||||
| Net operating revenues: | |||||||||||||||||||||||||||||
| Third party | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Intersegment | ( | ||||||||||||||||||||||||||||
| Total net operating revenues | ( | ||||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Other operating charges | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Equity income (loss) — net | |||||||||||||||||||||||||||||
| Other income (loss) — net | ( | ||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Three Months Ended September 26, 2025 | |||||||||||||||||||||||||||||
| Net operating revenues: | |||||||||||||||||||||||||||||
| Third party | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Intersegment | ( | ||||||||||||||||||||||||||||
| Total net operating revenues | ( | ||||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Other operating charges | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Equity income (loss) — net | |||||||||||||||||||||||||||||
| Other income (loss) — net | ( | ||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
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| EMEA | Latin America | North America | Asia Pacific | Bottling Investments | Operating Segments Total | Corporate | Eliminations | Consolidated | |||||||||||||||||||||
| Nine Months Ended October 2, 2026 | |||||||||||||||||||||||||||||
| Net operating revenues: | |||||||||||||||||||||||||||||
| Third party | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Intersegment | ( | ||||||||||||||||||||||||||||
| Total net operating revenues | ( | ||||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Other operating charges | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Equity income (loss) — net | |||||||||||||||||||||||||||||
| Other income (loss) — net | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
| Nine Months Ended September 26, 2025 | |||||||||||||||||||||||||||||
| Net operating revenues: | |||||||||||||||||||||||||||||
| Third party | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Intersegment | ( | ||||||||||||||||||||||||||||
| Total net operating revenues | ( | ||||||||||||||||||||||||||||
| Cost of goods sold | ( | ( | |||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||
| Other operating charges | |||||||||||||||||||||||||||||
| Operating income (loss) | $ | $ | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||||||||
| Equity income (loss) — net | |||||||||||||||||||||||||||||
| Other income (loss) — net | |||||||||||||||||||||||||||||
| Income before income taxes | $ | ||||||||||||||||||||||||||||
| Other segment information: | |||||||||||||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||
Effective March 31, 2026, our Company’s chief operating decision maker (“CODM”) is our Chief Executive Officer. Information about total assets by segment is not disclosed because such information is not regularly provided to, or used by, our CODM.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
When used in this report, the terms “The Coca-Cola Company,” “Company,” “we,” “us” and “our” mean The Coca-Cola Company and all entities included in our consolidated financial statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Recoverability of Equity Method Investments and Indefinite-Lived Intangible Assets
Our Company faces many uncertainties and risks related to various economic, political and regulatory environments in the countries and territories in which we operate, particularly in developing and emerging markets. Refer to the headings “Item 1A. Risk Factors” in Part I and “Our Business — Challenges and Risks” in Part II of our Annual Report on Form 10-K for the year ended December 31, 2025, as well as the heading “Operations Review” below, for additional information related to our present business environment. As a result, management must make numerous assumptions, which involve a significant amount of judgment, when performing impairment tests of equity method investments and indefinite-lived intangible assets in various regions around the world. The performance of impairment tests involves critical accounting estimates. These estimates require significant management judgment and include inherent uncertainties. Factors that management must estimate include, among others, the economic lives of the assets, sales volume, pricing, royalty rates, cost of raw materials, delivery costs, long-term growth rates, discount rates, marketing spending, foreign currency exchange rates, tax rates, capital spending and proceeds from the sale of assets. The variability of these factors depends on a number of conditions, and thus our accounting estimates may change from period to period. These factors are even more difficult to estimate given the highly volatile global financial markets. As these factors are often interdependent and may not change in isolation, we do not believe it is practicable or meaningful to present the impact of changing a single factor.
During the three months ended December 31, 2025, the operating results related to our BodyArmor sports performance and hydration beverage business, combined with lower expectations of future performance compared to the original forecasts, triggered the need to update the Company’s impairment analysis, including a reassessment of the business projections for the trademark. Based on this assessment, the Company concluded that the fair value of the trademark was less than its carrying value and recorded an impairment charge of $960 million. The decrease in fair value was primarily driven by the revised projections of future operating results, including a slowing of the projected long-term growth rate for the category, an intensifying competitive environment, and more focused innovation and international rollout plans. The remaining carrying value of the trademark is $2,440 million. As of October 2, 2026, the fair value of this trademark approximates its carrying value. If the near-term operating results of this trademark do not achieve our revised financial projections, or if the macroeconomic conditions change, causing the discount rate to increase without an offsetting increase in the operating results, it is likely that we would be required to recognize an additional impairment charge. Management will continue to monitor the fair value of this trademark in future periods.
OPERATIONS REVIEW
Sales of our ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters typically accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions.
While our operations are primarily local, we remain subject to global trade dynamics, which may impact certain components of our cost structure as well as the cost structures of our bottlers and our customers and may affect consumer sentiment across our markets.
Structural Changes, Acquired Brands and Newly Licensed Brands
In order to continually improve upon the Company’s operating performance, from time to time we engage in buying and selling ownership interests in bottling partners and other manufacturing operations. In addition, we periodically acquire brands and their related operations or enter into license agreements for certain brands to supplement our beverage offerings. These items impact our operating results and certain key metrics used by management in assessing the Company’s performance.
Unit case volume growth is a key metric used by management to evaluate the Company’s performance because it measures demand for our products at the consumer level. The Company’s unit case volume represents the number of unit cases (or unit case equivalents) of Company beverage products directly or indirectly sold by the Company and its bottling partners (collectively, “Coca-Cola system”) to customers or consumers and, therefore, reflects unit case volume for both consolidated and unconsolidated bottlers. Refer to the heading “Beverage Volume” below.
Concentrate sales volume represents the amount of concentrates, syrups, source waters and powders/minerals (in all instances expressed in unit case equivalents) sold by, or used in finished products sold by, the Company to its bottling partners or other customers. For our Costa non-ready-to-drink beverage products, concentrate sales volume represents the amount of beverages, primarily measured in number of transactions (in all instances expressed in unit case equivalents), sold by the Company to customers or consumers. Refer to the heading “Beverage Volume” below.
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When we analyze our net operating revenues, we generally consider the following factors: (1) volume growth (concentrate sales volume or unit case volume, as applicable); (2) changes in price/mix; (3) foreign currency exchange rate fluctuations; and (4) acquisitions and divestitures (including structural changes as defined below), as applicable. Refer to the heading “Net Operating Revenues” below. The Company sells concentrates and syrups to both consolidated and unconsolidated bottling partners. The ownership structure of our bottling partners impacts the timing of recognizing concentrate revenue and concentrate sales volume. When we sell concentrates or syrups to our consolidated bottling partners, we do not recognize the concentrate revenue or concentrate sales volume until the bottling partner has sold finished products manufactured from the concentrates or syrups to a third party. When we sell concentrates or syrups to our unconsolidated bottling partners, we recognize the concentrate revenue and concentrate sales volume when the concentrates or syrups are sold to the bottling partner. The subsequent sale of the finished products manufactured from the concentrates or syrups to a third party does not impact the timing of recognizing the concentrate revenue or concentrate sales volume. When we account for an unconsolidated bottling partner as an equity method investment, we eliminate the intercompany profit related to concentrate sales to the extent of our ownership interest, until the equity method investee has sold finished products manufactured from the concentrates or syrups to a third party. We typically report unit case volume when finished products manufactured from the concentrates or syrups are sold to a third party, regardless of our ownership interest in the bottling partner, if any.
We generally refer to acquisitions and divestitures of bottling operations as “structural changes,” which are a component of acquisitions and divestitures. Typically, structural changes do not impact the Company’s unit case volume on a consolidated basis or at the geographic operating segment level. We recognize unit case volume for all sales of Company beverage products, regardless of our ownership interest in the bottling partner, if any. However, the unit case volume reported by our Bottling Investments operating segment is generally impacted by structural changes because it only includes the unit case volume of our consolidated bottling operations. Refer to Note 2 of Notes to Consolidated Financial Statements for additional information on the Company’s acquisitions and divestitures.
“Acquired brands” refers to brands acquired during the past 12 months. Typically, the Company has not reported unit case volume or recognized concentrate sales volume related to acquired brands in periods prior to the closing of a transaction. Therefore, the unit case volume and concentrate sales volume related to an acquired brand are incremental to prior year volume. We generally do not consider the acquisition of a brand to be a structural change.
“Licensed brands” refers to brands not owned by the Company but for which we hold certain rights, generally including, but not limited to, distribution rights, and from which we derive an economic benefit when the related products are sold. Typically, the Company has not reported unit case volume or recognized concentrate sales volume related to a licensed brand in periods prior to the beginning of the term of a license agreement. Therefore, in the year that a license agreement is entered into, the unit case volume and concentrate sales volume related to a licensed brand are incremental to prior year volume. We generally do not consider the licensing of a brand to be a structural change.
In May 2025, the Company refranchised our bottling operations in certain territories in India. The impact of this refranchising 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 Asia Pacific operating segments for the nine months ended October 2, 2026. Additionally, in October 2025, the Company sold our finished product operations in Nigeria. The impact of this sale has been included as a divestiture in our analysis of net operating revenues on a consolidated basis as well as for the EMEA operating segment for the three and nine months ended October 2, 2026.
Beverage Volume
We measure the volume of Company beverage products sold in two ways: (1) unit cases of finished products and (2) concentrate sales. As used in this report, “unit case” means a unit of measurement equal to 192 U.S. fluid ounces of finished beverage (24 eight-ounce servings), with the exception of unit case equivalents for Costa non-ready-to-drink beverage products, which are primarily measured in number of transactions; and “unit case volume” means the number of unit cases (or unit case equivalents) of Company beverage products directly or indirectly sold by the Company and its bottling partners to customers or consumers. Unit case volume primarily consists of beverage products bearing Company trademarks. Also included in unit case volume are certain brands licensed to, or distributed by, our Company, and brands owned by Coca-Cola system bottlers for which our Company provides marketing support and from the sale of which we derive an economic benefit. In addition, unit case volume includes sales by certain joint ventures in which the Company has an ownership interest. We believe unit case volume is one of the indicators of the underlying strength of the Coca-Cola system because it measures demand for our products at the consumer level. The unit case volume numbers used in this report are derived based on estimates received by the Company from its bottling partners and distributors. Concentrate sales volume represents the amount of concentrates, syrups, source waters and powders/minerals (in all instances expressed in unit case equivalents) sold by, or used in finished beverages sold by, the Company to its bottling partners or other customers. For Costa non-ready-to-drink beverage products, concentrate sales volume represents the amount of beverages, primarily measured in number of transactions (in all instances expressed in unit case equivalents), sold by the Company to customers or consumers. Unit case volume and concentrate sales volume growth
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rates are not necessarily equal during any given period. Factors such as seasonality, bottlers’ inventory practices, supply point changes, timing of price increases, new product introductions and changes in product mix can create differences between unit case volume and concentrate sales volume growth rates. In addition to these items, the impact of unit case volume from certain joint ventures in which the Company has an ownership interest, but to which the Company does not sell concentrates, syrups, source waters or powders/minerals, may give rise to differences between unit case volume and concentrate sales volume growth rates.
Information about our volume growth worldwide and for each of our operating segments is as follows:
| Percent Change 2026 versus 2025 | ||||||||||||||||||||||||||
| Three Months Ended October 2, 2026 | Nine Months Ended October 2, 2026 | |||||||||||||||||||||||||
Unit Cases1,2,3 | Concentrate Sales4 | Unit Cases1,2,3 | Concentrate Sales4 | |||||||||||||||||||||||
| Worldwide | 5 | % | 6 | % | 6 | 4 | % | 6 | % | |||||||||||||||||
| EMEA | 5 | 6 | 3 | 4 | ||||||||||||||||||||||
| Latin America | 6 | 8 | 3 | 6 | ||||||||||||||||||||||
| North America | — | 2 | 2 | 5 | ||||||||||||||||||||||
| Asia Pacific | 6 | 8 | 7 | 10 | ||||||||||||||||||||||
| Bottling Investments | 8 | 5 | N/A | 5 | 5 | N/A | ||||||||||||||||||||
1Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only.
2Geographic operating segment data reflects unit case volume growth for all bottlers, both consolidated and unconsolidated, and distributors in the applicable geographic areas. Unit case volume growth for Costa retail stores is reflected in the EMEA operating segment data.
3Unit case volume percent change is based on average daily sales. Unit case volume growth based on average daily sales is computed by comparing the average daily sales in each of the corresponding periods. Average daily sales are the unit cases sold during the period divided by the number of days in the period.
4Concentrate sales volume represents the amount of concentrates, syrups, source waters and powders/minerals (in all instances expressed in unit case equivalents) sold by, or used in finished beverages sold by, the Company to its bottling partners or other customers and is not based on average daily sales. For Costa non-ready-to-drink beverage products, concentrate sales volume represents the amount of beverages, primarily measured in number of transactions (in all instances expressed in unit case equivalents), sold by the Company to customers or consumers and is not based on average daily sales. Each of our quarters, other than the fourth quarter, ends on the Friday closest to the last day of the corresponding quarterly calendar period. As a result, the first quarter of 2026 had six additional days when compared to the first quarter of 2025, and the fourth quarter of 2026 will have six fewer days when compared to the fourth quarter of 2025.
5After considering the impact of structural changes, unit case volume for Bottling Investments for the three and nine months ended October 2, 2026 increased 10% and 7%, respectively.
6After considering the impact of divestiture activities, worldwide concentrate sales volume for the three months ended October 2, 2026 increased 7%.
Unit Case Volume
Although a significant portion of our Company’s net operating revenues is not based directly on unit case volume, we believe unit case volume performance is one of the indicators of the underlying strength of the Coca-Cola system because it measures demand for our products at the consumer level.
Three Months Ended October 2, 2026 versus Three Months Ended September 26, 2025
Unit case volume in EMEA increased 5%, which included 6% growth in Trademark Coca-Cola, 5% growth in water, sports, coffee and tea, 3% growth in sparkling flavors, as well as growth in energy drinks, partially offset by an 8% decline in juice, value-added dairy and plant-based beverages, which was driven by the impact of the sale of our finished product operations in Nigeria in 2025. The operating segment’s volume performance included an increase in unit case volume of 8% in the Eurasia and Middle East operating unit, 7% in the Africa operating unit and 2% in the Europe operating unit.
Unit case volume in Latin America increased 6%, which included 6% growth in Trademark Coca-Cola, 7% growth in water, sports, coffee and tea, 6% growth in sparkling flavors, 2% growth in juice, value-added dairy and plant-based beverages, as well as growth in energy drinks. The operating segment’s volume performance included 3% growth in Mexico, 6% growth in Brazil, 26% growth in Peru and 17% growth in Colombia.
Unit case volume in North America was even, which included 2% growth in Trademark Coca-Cola, 1% growth in juice, value-added dairy and plant-based beverages, as well as growth in energy drinks, offset by a 4% decline in water, sports, coffee and tea as well as a 2% decline in sparkling flavors.
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Unit case volume in Asia Pacific increased 6%, which included 7% growth in both Trademark Coca-Cola and water, sports, coffee and tea, 4% growth in sparkling flavors, 3% growth in juice, value-added dairy and plant-based beverages, as well as growth in energy drinks. The operating segment’s volume performance included 17% growth in the India and Southwest Asia operating unit, 6% growth in both the Greater China and Mongolia and the ASEAN and South Pacific operating units, partially offset by a 5% decline in the Japan and South Korea operating unit.
Unit case volume for Bottling Investments increased 8%, primarily driven by growth in India and Africa.
Nine Months Ended October 2, 2026 versus Nine Months Ended September 26, 2025
Unit case volume in EMEA increased 3%, which included 3% growth in Trademark Coca-Cola, 5% growth in water, sports, coffee and tea, 2% growth in sparkling flavors, as well as growth in energy drinks, partially offset by an 11% decline in juice, value-added dairy and plant-based beverages, which was driven by the impact of the sale of our finished product operations in Nigeria. The operating segment’s volume performance included an increase in unit case volume of 5% in both the Eurasia and Middle East and Africa operating units and 2% growth in the Europe operating unit.
Unit case volume in Latin America increased 3%, which included 3% growth in Trademark Coca-Cola, 4% growth in water, sports, coffee and tea, 3% growth in sparkling flavors, 1% growth in juice, value-added dairy and plant-based beverages, as well as growth in energy drinks. The operating segment’s volume performance included 5% growth in Brazil, 16% growth in Peru, 15% growth in Colombia and 1% growth in Mexico, partially offset by a decline of 4% in Argentina.
Unit case volume in North America increased 2%, which included 4% growth in Trademark Coca-Cola, 2% growth in juice, value-added dairy and plant-based beverages, as well as growth in energy drinks. Unit case volume in both sparkling flavors and water, sports, coffee and tea was even.
Unit case volume in Asia Pacific increased 7%, which included 7% growth in Trademark Coca-Cola, 8% growth in water, sports, coffee and tea, 6% growth in sparkling flavors, 4% growth in juice, value-added dairy and plant-based beverages, as well as growth in energy drinks. The operating segment’s volume performance included 11% growth in the India and Southwest Asia operating unit, 7% growth in the Greater China and Mongolia operating unit and 6% growth in the ASEAN and South Pacific operating unit. Unit case volume in the Japan and South Korea operating unit was even.
Unit case volume for Bottling Investments increased 5%, primarily driven by growth in India and Africa, partially offset by the impact of refranchising certain territories of our bottling operations in India.
Concentrate Sales Volume
During the three months ended October 2, 2026, worldwide concentrate sales volume increased 6% and unit case volume increased 5% compared to the three months ended September 26, 2025. During the nine months ended October 2, 2026, worldwide concentrate sales volume increased 6% and unit case volume increased 4% compared to the nine months ended September 26, 2025. Concentrate sales volume growth is calculated based on the amount sold during the reporting periods, which is impacted by the number of days. Conversely, unit case volume growth is calculated based on average daily sales, which is not impacted by the number of days in the reporting periods. The first quarter of 2026 had six additional days when compared to the first quarter of 2025, which contributed to the differences between concentrate sales volume and unit case volume growth rates on a consolidated basis and for the individual operating segments during the nine months ended October 2, 2026. Additionally, the differences between concentrate sales volume and unit case volume growth rates for the operating segments were impacted by the timing of concentrate shipments. We generally expect the differences between concentrate sales volume and unit case volume growth rates to be minimal on a full year basis; however, for the full year 2026 we currently expect worldwide concentrate sales volume growth to be slightly behind unit case volume growth.
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Net Operating Revenues
Three Months Ended October 2, 2026 versus Three Months Ended September 26, 2025
During the three months ended October 2, 2026, net operating revenues were $13,380 million, compared to $12,455 million during the three months ended September 26, 2025, an increase of $925 million, or 7%.
The following table illustrates, on a percentage basis, the estimated impact of the factors resulting in the increase (decrease) in net operating revenues on a consolidated basis and for each of our operating segments:
| Percent Change 2026 versus 2025 | ||||||||||||||||||||
Volume1 | Price/Mix | Foreign Currency Fluctuations | Acquisitions & Divestitures2 | Total | ||||||||||||||||
| Consolidated | 7 | % | 1 | % | 1 | % | (1) | % | 7 | % | ||||||||||
| EMEA | 6 | 1 | — | (3) | 4 | |||||||||||||||
| Latin America | 8 | 7 | 9 | — | 25 | |||||||||||||||
| North America | 2 | 1 | — | — | 3 | |||||||||||||||
| Asia Pacific | 8 | (2) | (3) | — | 4 | |||||||||||||||
| Bottling Investments | 10 | 3 | 1 | — | 13 | |||||||||||||||
Note: Certain rows may not add due to rounding.
1Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating segments (expressed in unit case equivalents) after considering the impact of acquisitions and divestitures, if any. For our Bottling Investments operating segment, this represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume computed by comparing the total sales (rather than the average daily sales) in each of the corresponding periods after considering the impact of structural changes, if any. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only after considering the impact of structural changes, if any. Refer to the heading “Beverage Volume” above.
2Includes structural changes, if any. Refer to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands” above.
Refer to the heading “Beverage Volume” above for additional information related to changes in our unit case and concentrate sales volumes.
“Price/mix” refers to the change in net operating revenues caused by factors such as pricing actions taken by the Company and, where applicable, our bottling partners; the mix of categories, products and packages sold; and the mix of channels and geographic territories where the sales occurred. Management believes that providing investors with price/mix enhances their understanding about the combined impact that these items had on the Company’s net operating revenues. The impact of price/mix is calculated by subtracting the change in net operating revenues resulting from volume increases or decreases, fluctuations in foreign currency exchange rates, and acquisitions and divestitures from the total change in net operating revenues. Management uses this measure in making financial, operating and planning decisions and in evaluating the Company’s performance.
Price/mix had a 1% favorable impact on our consolidated net operating revenues. Price/mix was impacted by a variety of factors and events, including, but not limited to, the following:
•EMEA — favorable pricing initiatives, including inflationary pricing, partially offset by unfavorable mix;
•Latin America — favorable pricing initiatives, including inflationary pricing, and favorable mix;
•North America — favorable pricing initiatives, partially offset by unfavorable mix;
•Asia Pacific — unfavorable mix; and
•Bottling Investments — favorable pricing initiatives, partially offset by unfavorable mix.
Fluctuations in foreign currency exchange rates, including the effects of our hedging activities, favorably impacted our consolidated net operating revenues by 1%. Net operating revenues were favorably impacted by a weaker U.S. dollar compared to certain foreign currencies, including the Mexican peso, Brazilian real, South African rand and Chinese yuan, which had a favorable impact on our Latin America, EMEA, Asia Pacific and Bottling Investments operating segments. The favorable impact of a weaker U.S. dollar compared to the currencies listed above was partially offset by the impact of a stronger U.S. dollar compared to certain other foreign currencies, including the Japanese yen, Indian rupee, euro and Turkish lira, which had an unfavorable impact on our Asia Pacific, EMEA and Bottling Investments operating segments. Refer to the heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange” below.
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“Acquisitions and divestitures” generally refers to acquisitions and divestitures of brands or businesses, some of which the Company considers to be structural changes. The impact of acquisitions and divestitures is the difference between the change in net operating revenues and the change in what our net operating revenues would have been if we removed the net operating revenues associated with an acquisition or a divestiture from either the current year or the prior year, as applicable. Management believes that quantifying the impact that acquisitions and divestitures had on the Company’s net operating revenues provides investors with useful information to enhance their understanding of the Company’s net operating revenue performance by improving their ability to compare our period-to-period results. Management considers the impact of acquisitions and divestitures when evaluating the Company’s performance. Refer to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands” above for additional information related to acquisitions and divestitures.
Nine Months Ended October 2, 2026 versus Nine Months Ended September 26, 2025
During the nine months ended October 2, 2026, net operating revenues were $39,232 million, compared to $36,119 million during the nine months ended September 26, 2025, an increase of $3,113 million, or 9%.
The following table illustrates, on a percentage basis, the estimated impact of the factors resulting in the increase (decrease) in net operating revenues on a consolidated basis and for each of our operating segments:
| Percent Change 2026 versus 2025 | ||||||||||||||||||||
Volume1 | Price/Mix | Foreign Currency Fluctuations | Acquisitions & Divestitures2 | Total | ||||||||||||||||
| Consolidated | 6 | % | 1 | % | 2 | % | (1) | % | 9 | % | ||||||||||
| EMEA | 4 | 2 | 3 | (3) | 6 | |||||||||||||||
| Latin America | 6 | 4 | 8 | — | 18 | |||||||||||||||
| North America | 5 | 2 | — | — | 7 | |||||||||||||||
| Asia Pacific | 10 | (6) | (1) | — | 3 | |||||||||||||||
| Bottling Investments | 10 | 1 | 2 | (1) | 11 | |||||||||||||||
Note: Certain rows may not add due to rounding.
1Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating segments (expressed in unit case equivalents) after considering the impact of acquisitions and divestitures, if any. For our Bottling Investments operating segment, this represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume computed by comparing the total sales (rather than the average daily sales) in each of the corresponding periods after considering the impact of structural changes, if any. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only after considering the impact of structural changes, if any. Refer to the heading “Beverage Volume” above.
2Includes structural changes, if any. Refer to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands” above.
Refer to the heading “Beverage Volume” above for additional information related to changes in our unit case and concentrate sales volumes.
Price/mix had a 1% favorable impact on our consolidated net operating revenues. Price/mix was impacted by a variety of factors and events, including, but not limited to, the following:
•EMEA — favorable pricing initiatives, including inflationary pricing, partially offset by unfavorable mix;
•Latin America — favorable pricing initiatives, including inflationary pricing, and favorable mix;
•North America — favorable pricing initiatives, partially offset by unfavorable mix;
•Asia Pacific — unfavorable mix, including affordability initiatives; and
•Bottling Investments — favorable pricing initiatives, partially offset by unfavorable mix.
Fluctuations in foreign currency exchange rates, including the effects of our hedging activities, favorably impacted our consolidated net operating revenues by 2%. Net operating revenues were favorably impacted by a weaker U.S. dollar compared to certain foreign currencies, including the Mexican peso, Brazilian real, South African rand and euro, which had a favorable impact on our Latin America, EMEA and Bottling Investments operating segments. The favorable impact of a weaker U.S. dollar compared to the currencies listed above was partially offset by the impact of a stronger U.S. dollar compared to certain other foreign currencies, including the Indian rupee, Japanese yen, Turkish lira and Argentine peso, which had an unfavorable impact on our Asia Pacific, EMEA, Latin America and Bottling Investments operating segments. Refer to the heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange” below.
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Net operating revenue growth rates are impacted by sales volume; price/mix; foreign currency exchange rate fluctuations; and acquisitions and divestitures. The size and timing of acquisitions and divestitures are not consistent from period to period. Based on current spot rates and our hedging coverage in place, we expect foreign currency exchange rate fluctuations will have a favorable impact on our full year 2026 net operating revenues.
Gross Profit Margin
Gross profit margin is a ratio calculated by dividing gross profit by net operating revenues. Management believes gross profit margin provides investors with useful information related to the profitability of our business prior to considering all of the selling, general and administrative expenses and other operating charges incurred. Management uses this measure in making financial, operating and planning decisions and in evaluating the Company’s performance.
Our gross profit margin increased to 63.2% for the three months ended October 2, 2026, compared to 61.5% for the three months ended September 26, 2025. Our gross profit margin increased to 63.0% for the nine months ended October 2, 2026, compared to 62.1% for the nine months ended September 26, 2025. The increases were primarily due to the favorable impact of pricing initiatives and foreign currency exchange rate fluctuations, commodity cost stabilization, as well as the impact of the sale of our finished product operations in Nigeria.
Selling, General and Administrative Expenses
During the three months ended October 2, 2026, selling, general and administrative expenses were $3,975 million, compared to $3,618 million during the three months ended September 26, 2025, an increase of $357 million, or 10%. The increase was primarily due to increased marketing spending and increased annual incentive expense due to timing.
During the nine months ended October 2, 2026, selling, general and administrative expenses were $11,167 million, compared to $10,322 million during the nine months ended September 26, 2025, an increase of $845 million, or 8%. The increase was primarily due to increased marketing spending, partially offset by lower annual incentive expense. Additionally, during the nine months ended October 2, 2026, foreign currency exchange rate fluctuations increased selling, general and administrative expenses by 2%.
Advertising expenses for the three months ended October 2, 2026 and September 26, 2025 were $1,777 million and $1,523 million, respectively. Advertising expenses for the nine months ended October 2, 2026 and September 26, 2025 were $4,719 million and $3,940 million, respectively.
Other Operating Charges
Other operating charges incurred by our operating segments and Corporate were as follows (in millions):
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| EMEA | $ | — | $ | — | $ | — | $ | — | |||||||||
| Latin America | — | — | — | 31 | |||||||||||||
| North America | 6 | — | 16 | — | |||||||||||||
| Asia Pacific | — | — | — | — | |||||||||||||
| Bottling Investments | — | — | — | — | |||||||||||||
| Corporate | 4 | 58 | 38 | 171 | |||||||||||||
| Total | $ | 10 | $ | 58 | $ | 54 | $ | 202 | |||||||||
During the three months ended October 2, 2026, the Company recorded other operating charges of $10 million. These charges consisted of $6 million related to North America modernization initiatives and $4 million for the amortization of noncompete agreements related to the BodyArmor acquisition.
During the nine months ended October 2, 2026, the Company recorded other operating charges of $54 million. These charges consisted of $19 million related to an indemnification agreement entered into as a part of the refranchising of certain of our bottling operations, $16 million related to North America modernization initiatives, $11 million for the amortization of noncompete agreements related to the BodyArmor acquisition and $8 million related to tax litigation expense.
During the three months ended September 26, 2025, the Company recorded other operating charges of $58 million. These charges included $27 million related to an indemnification agreement entered into as a part of the refranchising of certain of our bottling operations, $24 million related to the Company’s productivity and reinvestment program, $4 million for the amortization of noncompete agreements related to the BodyArmor acquisition and $3 million related to tax litigation expense.
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During the nine months ended September 26, 2025, the Company recorded other operating charges of $202 million. These charges consisted of $47 million related to the remeasurement of our contingent consideration liability to fair value in conjunction with our acquisition of fairlife in 2020, which brought the total liability to $6,173 million and was paid in March 2025. Additionally, other operating charges included $63 million related to the Company’s productivity and reinvestment program, $35 million related to an indemnification agreement entered into as a part of the refranchising of certain of our bottling operations, $31 million related to the impairment of a trademark in Latin America, $11 million for the amortization of noncompete agreements related to the BodyArmor acquisition, $8 million related to tax litigation expense and $7 million of transaction costs related to the refranchising of our bottling operations in certain territories in India.
Refer to Note 2 of Notes to Consolidated Financial Statements for additional information on our divestiture activities. Refer to Note 9 of Notes to Consolidated Financial Statements for additional information on the tax litigation. Refer to Note 15 of Notes to Consolidated Financial Statements for additional information on the impairment charge.
Operating Income and Operating Margin
Information about our operating income contribution by operating segment and Corporate on a percentage basis is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| EMEA | 26.2 | % | 27.5 | % | 27.7 | % | 29.3 | % | |||||||||
| Latin America | 25.8 | 22.5 | 25.0 | 23.1 | |||||||||||||
| North America | 39.6 | 42.2 | 37.5 | 38.9 | |||||||||||||
| Asia Pacific | 12.6 | 13.2 | 13.0 | 15.0 | |||||||||||||
| Bottling Investments | 4.6 | 1.4 | 3.6 | 2.0 | |||||||||||||
| Corporate | (8.8) | (6.8) | (6.8) | (8.3) | |||||||||||||
| Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||||||||
Operating margin is a ratio calculated by dividing operating income by net operating revenues. Management believes operating margin provides investors with useful information related to the profitability of our business after considering all of the selling, general and administrative expenses and other operating charges incurred. Management uses this measure in making financial, operating and planning decisions and in evaluating the Company’s performance.
Information about our operating margin on a consolidated basis and for each of our operating segments and Corporate is as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| October 2, 2026 | September 26, 2025 | October 2, 2026 | September 26, 2025 | ||||||||||||||
| Consolidated | 33.4 | % | 32.0 | % | 34.4 | % | 33.0 | % | |||||||||
| EMEA | 39.3 | 38.9 | 42.1 | 42.0 | |||||||||||||
| Latin America | 58.9 | 57.1 | 61.5 | 59.5 | |||||||||||||
| North America | 32.8 | 32.0 | 32.3 | 31.7 | |||||||||||||
| Asia Pacific | 37.6 | 36.3 | 39.8 | 42.4 | |||||||||||||
| Bottling Investments | 13.4 | 4.2 | 10.4 | 5.6 | |||||||||||||
| Corporate | * | * | * | * | |||||||||||||
* Calculation is not meaningful.
Three Months Ended October 2, 2026 versus Three Months Ended September 26, 2025
During the three months ended October 2, 2026, operating income was $4,465 million, compared to $3,982 million during the three months ended September 26, 2025, an increase of $483 million, or 12%. The increase was primarily driven by an increase in concentrate sales volume of 7%, favorable price/mix, lower commodity costs, lower other operating charges and a favorable foreign currency exchange rate impact of 3%, partially offset by increased marketing spending and higher operating expenses.
Fluctuations in foreign currency exchange rates, including the effects of our hedging activities, favorably impacted consolidated operating income by 3% due to a weaker U.S. dollar compared to certain foreign currencies, including the Mexican peso and Brazilian real, which had a favorable impact on our Latin America operating segment. The favorable impact of a weaker U.S. dollar compared to the currencies listed above was partially offset by the impact of a stronger U.S. dollar compared to certain
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other foreign currencies, including the Japanese yen and euro, which had an unfavorable impact on our Asia Pacific and EMEA operating segments. Refer to the heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange” below.
The EMEA operating segment reported operating income of $1,171 million and $1,097 million for the three months ended October 2, 2026 and September 26, 2025, respectively. The increase in operating income was primarily driven by an increase in concentrate sales volume of 6%, favorable price/mix and lower commodity costs, partially offset by increased marketing spending and higher operating expenses.
Latin America reported operating income of $1,152 million and $897 million for the three months ended October 2, 2026 and September 26, 2025, respectively. The increase in operating income was primarily driven by an increase in concentrate sales volume of 8%, favorable price/mix, lower commodity costs, lower operating expenses and a favorable foreign currency exchange rate impact of 14%, partially offset by increased marketing spending.
Operating income for North America for the three months ended October 2, 2026 and September 26, 2025 was $1,766 million and $1,681 million, respectively. The increase in operating income was primarily driven by an increase in concentrate sales volume of 2%, favorable price/mix and decreased marketing spending partly due to timing, partially offset by higher commodity costs, higher operating expenses and higher other operating charges.
Asia Pacific’s operating income for the three months ended October 2, 2026 and September 26, 2025 was $563 million and $521 million, respectively. The increase in operating income was primarily driven by an increase in concentrate sales volume of 8%, partially offset by unfavorable price/mix and an unfavorable foreign currency exchange rate impact of 6%.
Bottling Investments’ operating income for the three months ended October 2, 2026 and September 26, 2025 was $205 million and $57 million, respectively. The increase in operating income was primarily driven by an increase in unit case volume of 10%, favorable price/mix, lower commodity costs and lower operating expenses, partially offset by an unfavorable foreign currency exchange rate impact of 2%.
Corporate’s operating loss for the three months ended October 2, 2026 and September 26, 2025 was $392 million and $271 million, respectively. This increase is primarily a result of higher annual incentive expense due to timing and increased marketing expenses, partially offset by lower other operating charges.
Nine Months Ended October 2, 2026 versus Nine Months Ended September 26, 2025
During the nine months ended October 2, 2026, operating income was $13,496 million, compared to $11,921 million during the nine months ended September 26, 2025, an increase of $1,575 million, or 13%. The increase was primarily driven by an increase in concentrate sales volume of 6%, favorable price/mix, lower operating expenses, lower other operating charges and a favorable foreign currency exchange rate impact of 4%, partially offset by higher commodity costs and increased marketing spending.
Fluctuations in foreign currency exchange rates, including the effects of our hedging activities, favorably impacted consolidated operating income by 4% due to a weaker U.S. dollar compared to certain foreign currencies, including the Mexican peso, Brazilian real and euro, which had a favorable impact on our Latin America and EMEA operating segments. The favorable impact of a weaker U.S. dollar compared to the currencies listed above was partially offset by the impact of a stronger U.S. dollar compared to certain other foreign currencies, including the Argentine peso, Japanese yen, Indian rupee and Turkish lira, which had an unfavorable impact on our Latin America, Asia Pacific, EMEA and Bottling Investments operating segments. Refer to the heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange” below.
The EMEA operating segment reported operating income of $3,739 million and $3,487 million for the nine months ended October 2, 2026 and September 26, 2025, respectively. The increase in operating income was primarily driven by an increase in concentrate sales volume of 4%, favorable price/mix, lower commodity costs and a favorable foreign currency exchange rate impact of 3%, partially offset by increased marketing spending and higher operating expenses.
Latin America reported operating income of $3,367 million and $2,758 million for the nine months ended October 2, 2026 and September 26, 2025, respectively. The increase in operating income was primarily driven by an increase in concentrate sales volume of 6%, favorable price/mix, lower commodity costs, lower operating expenses, lower other operating charges and a favorable foreign currency exchange rate impact of 12%, partially offset by increased marketing spending.
Operating income for North America for the nine months ended October 2, 2026 and September 26, 2025 was $5,067 million and $4,643 million, respectively. The increase in operating income was primarily driven by an increase in concentrate sales volume of 5%, favorable price/mix and lower operating expenses, partially offset by higher commodity costs, increased marketing spending and higher other operating charges.
Asia Pacific’s operating income for the nine months ended October 2, 2026 and September 26, 2025 was $1,755 million and $1,792 million, respectively. The decrease in operating income was primarily driven by unfavorable price/mix, higher
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commodity costs and increased marketing spending, partially offset by an increase in concentrate sales volume of 10% and lower operating expenses.
Bottling Investments’ operating income for the nine months ended October 2, 2026 and September 26, 2025 was $487 million and $235 million, respectively. The increase in operating income was primarily driven by an increase in unit case volume of 10%, favorable price/mix, lower commodity costs and lower operating expenses, partially offset by increased marketing spending.
Corporate’s operating loss for the nine months ended October 2, 2026 and September 26, 2025 was $919 million and $994 million, respectively. This decrease is primarily a result of lower operating expenses due to lower annual incentive expense and lower other operating charges, partially offset by increased marketing expenses.
Based on current spot rates and our hedging coverage in place, we expect foreign currency exchange rate fluctuations will have a favorable impact on our full year 2026 operating income.
Interest Income
During the three months ended October 2, 2026, interest income was $224 million, compared to $185 million during the three months ended September 26, 2025, an increase of $39 million, or 21%. During the nine months ended October 2, 2026, interest income was $644 million, compared to $553 million during the nine months ended September 26, 2025, an increase of $91 million, or 17%. The increases were primarily driven by higher average investment balances.
Interest Expense
During the three months ended October 2, 2026, interest expense was $354 million, compared to $391 million during the three months ended September 26, 2025, a decrease of $37 million, or 9%. During the nine months ended October 2, 2026, interest expense was $1,098 million, compared to $1,223 million during the nine months ended September 26, 2025, a decrease of $125 million, or 10%. The decreases were primarily due to lower average short-term debt balances.
Equity Income (Loss) — Net
During the three months ended October 2, 2026, equity income was $653 million, compared to equity income of $644 million during the three months ended September 26, 2025, an increase of $9 million, or 1%. During the nine months ended October 2, 2026, equity income was $1,641 million, compared to equity income of $1,556 million during the nine months ended September 26, 2025, an increase of $85 million, or 5%. These increases reflect, among other items, the impact of more favorable operating results reported by certain of our equity method investees, and a favorable foreign currency exchange rate impact. These favorable impacts were partially offset by the increase of net charges resulting from the Company’s proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees, and the impact of the sale of our ownership interests in certain equity method investees in 2025.
Other Income (Loss) — Net
Three Months Ended October 2, 2026 versus Three Months Ended September 26, 2025
During the three months ended October 2, 2026, other income (loss) — net was a loss of $155 million. The Company recorded expense of $194 million related to the non-service cost components of net periodic benefit cost, which included charges of $167 million and $25 million for a settlement loss and special termination benefits, respectively, related to a non-U.S. pension plan and foreign currency exchange losses of $29 million. Other income (loss) — net also included $14 million of costs related to our trade accounts receivable factoring program. Additionally, other income (loss) — net included a net gain of $37 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities and dividend income of $44 million. The Company also recorded a $5 million reduction in the previously recorded impairment charge related to our bottling operations in Africa, which are held for sale. This reduction is based on management’s revised estimates.
During the three months ended September 26, 2025, other income (loss) — net was a loss of $237 million. The Company recorded a charge of $393 million related to certain operations held for sale in Nigeria, $13 million of costs related to our trade accounts receivable factoring program, net foreign currency exchange losses of $11 million and a charge of $8 million related to the refranchising of certain bottling operations in Ghana. Additionally, the Company recognized a net gain of $151 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities, and dividend income of $36 million. Other income (loss) — net also included income of $4 million related to the non-service cost components of net periodic benefit cost.
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Refer to Note 2 of Notes to Consolidated Financial Statements for additional information on our bottling operations in Africa and our divestiture activities. Refer to Note 4 of Notes to Consolidated Financial Statements for additional information on equity and debt securities. Refer to Note 13 of Notes to Consolidated Financial Statements for additional information on net periodic benefit cost or income. Refer to Note 15 of Notes to Consolidated Financial Statements for additional information on the impairment charges and the bottling operations in Ghana.
Nine Months Ended October 2, 2026 versus Nine Months Ended September 26, 2025
During the nine months ended October 2, 2026, other income (loss) — net was income of $236 million. The Company recognized a net gain of $338 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities and dividend income of $115 million. Additionally, other income (loss) — net included expense of $196 million related to the non-service cost components of net periodic benefit cost, which included charges of $167 million and $25 million for a settlement loss and special termination benefits, respectively, related to a non-U.S. pension plan. The Company also recorded net foreign currency exchange losses of $36 million and a $61 million reduction in the previously recorded impairment charge related to our bottling operations in Africa, which are held for sale. This reduction is based on management’s revised estimates. Other income (loss) — net also included $41 million of costs related to our trade accounts receivable factoring program.
During the nine months ended September 26, 2025, other income (loss) — net was income of $229 million. The Company recognized a gain of $331 million related to the sale of a portion of our ownership interest in CCEP, a net gain of $295 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities, dividend income of $127 million and a gain of $102 million related to the refranchising of our bottling operations in certain territories in India. Additionally, the Company recorded a charge of $393 million related to certain operations held for sale in Nigeria as well as other-than-temporary impairment charges of $40 million related to an equity method investee in Latin America and $25 million related to a joint venture in Latin America. Other income (loss) — net also included $49 million of costs related to our trade accounts receivable factoring program, a charge of $36 million related to the refranchising of certain bottling operations in Ghana, net foreign currency exchange losses of $31 million and expense of $26 million related to the non-service cost components of net periodic benefit cost, which included charges of $25 million and $11 million for special termination benefits and a curtailment loss, respectively, related to non-U.S. pension activity.
Refer to Note 2 of Notes to Consolidated Financial Statements for additional information on our bottling operations in Africa and our divestiture activities. Refer to Note 4 of Notes to Consolidated Financial Statements for additional information on equity and debt securities. Refer to Note 13 of Notes to Consolidated Financial Statements for additional information on our pension activities. Refer to Note 15 of Notes to Consolidated Financial Statements for additional information on the impairment charges and the bottling operations in Ghana.
Income Taxes
The Company recorded income taxes of $777 million (16.1% effective tax rate) and $500 million (11.9% effective tax rate) during the three months ended October 2, 2026 and September 26, 2025, respectively. The Company recorded income taxes of $2,459 million (16.5% effective tax rate) and $2,215 million (17.0% effective tax rate) during the nine months ended October 2, 2026 and September 26, 2025, respectively.
The Company’s effective tax rates for the three and nine months ended October 2, 2026 and September 26, 2025 vary from the statutory U.S. federal tax rate of 21.0%, primarily due to the tax impact of significant operating and nonoperating items, as described in Note 12 of Notes to Consolidated Financial Statements, along with the tax benefits of having significant earnings generated outside of the United States and significant earnings generated in investments accounted for under the equity method, both of which are generally taxed at rates lower than the statutory U.S. federal tax rate.
The Company’s effective tax rates for the three and nine months ended October 2, 2026 included $172 million and $491 million, respectively, of net tax benefits related to various discrete tax items, including net interest income of $57 million and $155 million, respectively, related to the IRS Tax Litigation Deposit recorded in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy. The Company’s effective tax rates for the three and nine months ended October 2, 2026 also included net tax benefits of $117 million and $298 million, respectively, primarily related to return to provision adjustments.
The Company’s effective tax rates for the three and nine months ended September 26, 2025 included $442 million and $597 million, respectively, of net tax benefits related to various discrete tax items, including net interest income of $55 million and $162 million, respectively, related to the IRS Tax Litigation Deposit recorded in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy. Also included were tax benefits of $258 million and $344 million, respectively, related to changes in the Company’s indefinite reinvestment assertion and reassessments of the realizability of deferred tax assets for certain foreign entities.
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We are currently in litigation with the IRS for tax years 2007 through 2009. Refer to Note 9 of Notes to Consolidated Financial Statements for additional information on the tax litigation.
At the end of each quarter, we make our best estimate of the effective tax rate expected to be applicable for the full fiscal year. This estimate reflects, among other items, our best estimate of operating results and foreign currency exchange rates. Based on current tax laws, including the impact of several countries enacting global minimum tax regulations, the Company’s effective tax rate in 2026 is expected to be approximately 19.7% before considering the potential impact of any significant operating and nonoperating items that may affect our effective tax rate. This rate does not include the impact of the ongoing tax litigation with the IRS, if the Company were not to prevail.
Many jurisdictions have enacted legislation and adopted policies resulting from the Organization for Economic Co-operation and Development’s (“OECD”) Anti-Base Erosion and Profit Shifting project. The OECD is currently coordinating a two-pillared project on behalf of the Group of Twenty (G20) and other participating countries which would grant additional taxing rights over profits earned by multinational enterprises to the countries in which their products are sold and services rendered. Pillar One would allow countries to reallocate a portion of profits earned by multinational businesses with an annual global revenue exceeding €20 billion and a profit margin of over 10% to applicable market jurisdictions. While the OECD issued draft language for the international implementation of Pillar One in October 2023, both the substantive rules and implementation process remain under discussion at the OECD, so the timetable for any implementation remains uncertain.
In December 2021, the OECD issued Pillar Two model rules, which would establish a global per-country minimum tax of 15%, and the European Union has approved a directive requiring member states to incorporate similar provisions into their respective domestic laws. The directive requires, with certain limited exceptions, the rules to initially become effective for fiscal years starting on or after December 31, 2023. Numerous countries have enacted legislation that implemented certain aspects of Pillar Two effective January 1, 2024, or adopted legislation that became effective in 2025, while additional jurisdictions may enact similar legislation in the future. In June 2025, the Group of Seven (G7) released a statement announcing an understanding of a potential side-by-side system approach to the Pillar Two framework that would exclude U.S.-parented groups from certain Pillar Two provisions in recognition of existing U.S. minimum tax rules. In January 2026, the OECD issued further administrative guidance introducing a side‑by‑side framework under Pillar Two, largely exempting U.S.-headquartered companies from the application of Pillar Two. The OECD and implementing countries are expected to continue to make further revisions to their legislation and release additional guidance intended to adopt this side-by-side framework into law in each of the member countries. The Company will continue to monitor developments to determine any potential impact in the countries in which we operate.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
We believe our ability to generate cash flows from operating activities is one of the fundamental strengths of our business. Refer to the heading “Cash Flows from Operating Activities” below. The Company does not typically raise capital through the issuance of stock. Instead, we use debt financing to lower our overall cost of capital and increase our return on shareowners’ equity. Refer to the heading “Cash Flows from Financing Activities” below. We have a history of borrowing funds both domestically and internationally at reasonable interest rates, and we expect to be able to continue to borrow funds at reasonable rates over the long term. Our debt financing also includes the use of a commercial paper program. We currently have the ability to borrow funds in this market at levels that are consistent with our debt financing strategy, and we expect to continue to be able to do so in the future. The Company regularly reviews its optimal mix of short-term and long-term debt.
The Company’s cash, cash equivalents, short-term investments and marketable securities totaled $16.6 billion as of October 2, 2026. In addition to these funds, our commercial paper program, and our ability to issue long-term debt, we had $6.6 billion in unused backup lines of credit for general corporate purposes as of October 2, 2026. These backup lines of credit expire at various times through 2031.
Our current payment terms with the majority of our suppliers are 120 days. Certain financial institutions offer a voluntary supply chain finance program which enables our suppliers, at their sole discretion, to sell their receivables from the Company to these financial institutions on a non-recourse basis at a rate that leverages our credit rating and thus may be more beneficial to them. We do not believe there is a risk that our payment terms will be shortened in the near future. Refer to Note 7 of Notes to Consolidated Financial Statements for additional information.
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The Company has a trade accounts receivable factoring program in certain countries. Under this program, we can elect to sell trade accounts receivables to unaffiliated financial institutions at a discount. In these factoring arrangements, for ease of administration, the Company collects customer payments related to the factored receivables and remits those payments to the financial institutions. The Company sold $10,629 million and $11,822 million of trade accounts receivables under this program during the nine months ended October 2, 2026 and September 26, 2025, respectively. The costs of factoring such receivables were $41 million and $49 million for the nine months ended October 2, 2026 and September 26, 2025, respectively. The cash received from the financial institutions is reflected within the operating activities section of our consolidated statement of cash flows.
Our current capital allocation priorities are as follows: investing wisely to support our business operations, continuing to grow our dividend payment, enhancing our beverage portfolio and capabilities through consumer-centric acquisitions and using excess cash to repurchase shares over time. We currently expect 2026 capital expenditures to be approximately $2.2 billion. During 2026, we expect to repurchase shares to offset dilution resulting from employee stock-based compensation.
We are currently in litigation with the IRS for tax years 2007 through 2009. On November 18, 2020, the Tax Court issued the Opinion in which it predominantly sided with the IRS. On November 8, 2023, the Tax Court issued a supplemental opinion, siding with the IRS in concluding both that certain U.S. tax regulations (known as the blocked-income regulations) that address the effect of certain Brazilian legal restrictions on royalty payments by the Company’s licensee in Brazil apply to the Company’s operations and that the Tax Court opinion in the 3M case controlled as to the validity of those regulations. On October 1, 2025, the U.S. Court of Appeals for the Eighth Circuit issued an opinion reversing the judgment of the Tax Court in the 3M case. In its decision, the court concluded that the blocked-income regulation was inconsistent with IRC Section 482 and that the IRS therefore could not reallocate income from 3M’s subsidiary in Brazil to 3M in contravention of Brazilian restrictions on the payment of royalties. Further, the U.S. Court of Appeals for the Eighth Circuit specifically rejected the IRS’ argument that the ability of 3M’s subsidiary in Brazil to pay dividends, rather than royalties, meant that royalty income should not be treated as blocked. Both of these conclusions are highly supportive of the Company’s position in its case and reinforce its prior conclusions.
On August 2, 2024, the Tax Court entered a decision reflecting additional federal income tax of $2.7 billion for the 2007 through 2009 tax years. With applicable interest, the total liability for the 2007 through 2009 tax years resulting from the Tax Court’s decision is $6.0 billion, for which the IRS issued the Company invoices on September 3, 2024. The Company paid the IRS Tax Litigation Deposit on September 10, 2024, which stopped interest from accruing on the additional tax due for the 2007 through 2009 tax years. That amount, plus interest earned, would be refunded in full or in part if the Company’s tax positions are ultimately sustained on appeal. For the three and nine months ended October 2, 2026, the Company recorded net interest income of $57 million and $155 million, respectively, and for the three and nine months ended September 26, 2025, the Company recorded net interest income of $55 million and $162 million, respectively, related to this tax payment in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy. The payment of the IRS invoices and the related accrued interest were recorded in the line item other noncurrent assets in our consolidated balance sheets as of October 2, 2026 and December 31, 2025. On October 22, 2024, the Company appealed the Tax Court’s decision to the U.S. Court of Appeals for the Eleventh Circuit. The Company filed its principal appellate brief with the U.S. Court of Appeals for the Eleventh Circuit on March 12, 2025. The IRS filed its appellate brief on July 7, 2025. The Company filed its reply brief on August 27, 2025. The U.S. Court of Appeals for the Eleventh Circuit heard the case on June 25, 2026.
The Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions and intends to vigorously defend our positions utilizing every available avenue of appeal. While the Company believes that it is more likely than not that we will ultimately prevail in this litigation upon appeal, it is possible that all, or some portion of, the adjustments proposed by the IRS and sustained by the Tax Court could ultimately be upheld. In that event, the Company would not receive a refund of the applicable portion or all of the $6.0 billion it paid in response to the IRS invoices issued in September 2024 and the related accrued interest receivable of $589 million as of October 2, 2026. Additionally, the Company would likely be subject to significant additional liabilities for subsequent years, which could have a material adverse impact on the Company’s financial position, results of operations and cash flows. The Company estimates that the potential aggregate remaining incremental tax and interest liability for the tax years 2010 through 2025 could be approximately $14 billion as of December 31, 2025. Additional income tax and interest on any unpaid potential liabilities for the 2010 through 2025 tax years would continue to accrue until the time any such potential liability, or portion thereof, were to be paid. The Company estimates the impact of the continued application of the methodology asserted by the IRS and affirmed in the Opinions for the three and nine months ended October 2, 2026 would increase the potential aggregate incremental tax and interest liability by approximately $450 million and $1.4 billion, respectively. Refer to Note 9 of Notes to Consolidated Financial Statements for additional information on the tax litigation.
While we believe it is more likely than not that we will prevail in the tax litigation discussed above, we are confident that, between our ability to generate cash flows from operating activities and our ability to borrow funds at reasonable interest rates, we can manage the range of possible outcomes in the final resolution of the matter.
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Based on all of the aforementioned factors, the Company believes its current liquidity position is strong and will continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for the foreseeable future.
Cash Flows from Operating Activities
Net cash provided by operating activities during the nine months ended October 2, 2026 and September 26, 2025 was $12,471 million and $3,652 million, respectively. The increase was primarily driven by strong cash operating results, a benefit of the trade accounts receivable factoring program in the current year, lower income tax payments, a favorable impact due to foreign currency exchange rate fluctuations, timing of working capital initiatives, lower net interest payments and lower annual incentive payments. These items were partially offset by higher prior year transfers of surplus non-U.S. plan assets from pension trusts to general assets of the Company, higher restructuring payments and unfavorable hedging activity.
Additionally, the activity in 2025 included $6,069 million of the $6,173 million final milestone payment for fairlife that was made during the nine months ended September 26, 2025. Refer to Note 12 of Notes to Consolidated Financial Statements for additional information on our milestone payment for fairlife.
Cash Flows from Investing Activities
Net cash provided by investing activities during the nine months ended October 2, 2026 and September 26, 2025 was $1,161 million and $977 million, respectively.
Purchases of Investments and Proceeds from Disposals of Investments
During the nine months ended October 2, 2026, purchases of investments were $3,706 million and proceeds from disposals of investments were $5,952 million, resulting in a net cash inflow of $2,246 million. During the nine months ended September 26, 2025, purchases of investments were $3,292 million and proceeds from disposals of investments were $4,300 million, resulting in a net cash inflow of $1,008 million. This activity primarily represents the purchases of, and proceeds from the disposals of, investments in marketable securities and short-term investments that were made as part of the Company’s overall cash management strategy. Also included in this activity are purchases of, and proceeds from the disposals of, investments held by our captive insurance companies. Refer to Note 4 of Notes to Consolidated Financial Statements for additional information on our investments.
Acquisitions of Businesses, Equity Method Investments and Nonmarketable Securities
During the nine months ended October 2, 2026 and September 26, 2025, the Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $204 million and $356 million, respectively. The activity during the nine months ended October 2, 2026 and September 26, 2025 included additional investments of $112 million and $54 million, respectively, in an equity method investee in Japan. The activity during the nine months ended October 2, 2026 and September 26, 2025 also included $75 million and $271 million, respectively, of investments in alternative energy limited partnerships. Refer to Note 14 of Notes to Consolidated Financial Statements for additional information on these investments.
Proceeds from Disposals of Businesses, Equity Method Investments and Nonmarketable Securities
During the nine months ended October 2, 2026 and September 26, 2025, proceeds from disposals of businesses, equity method investments and nonmarketable securities were $1 million and $1,020 million, respectively. The activity during the nine months ended September 26, 2025 primarily related to the sale of a portion of our ownership interest in CCEP and the refranchising of certain of our bottling operations. Refer to Note 2 of Notes to Consolidated Financial Statements.
Purchases of Property, Plant and Equipment
Purchases of property, plant and equipment during the nine months ended October 2, 2026 and September 26, 2025 were $1,063 million and $1,230 million, respectively.
Other Investing Activities
During the nine months ended October 2, 2026 and September 26, 2025, the total cash inflow was $271 million and $214 million, respectively. The activity during the nine months ended October 2, 2026 included the return of an advance payment of $184 million to acquire additional shares in an equity method investee in Japan. The activity during the nine months ended September 26, 2025 included $139 million related to the reimbursement of advance payments made to finance the construction of leased assets.
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Cash Flows from Financing Activities
Net cash used in financing activities during the nine months ended October 2, 2026 and September 26, 2025 was $10,546 million and $3,088 million, respectively.
Loans, Notes Payable and Long-Term Debt
The Company made payments of debt of $3,165 million during the nine months ended October 2, 2026, which consisted of $1,031 million of payments related to commercial paper and short-term debt with maturities of 90 days or less, $500 million of payments related to commercial paper and short-term debt with maturities greater than 90 days and payments of long-term debt of $1,634 million.
During the nine months ended September 26, 2025, the Company had issuances of debt of $4,854 million, which consisted of $764 million of net issuances of commercial paper and short-term debt with maturities of 90 days or less, $3,442 million of issuances of commercial paper and short-term debt with maturities greater than 90 days and long-term debt issuances of $648 million, net of related discounts and issuance costs.
The Company made payments of debt of $4,166 million during the nine months ended September 26, 2025, which consisted of $3,427 million of payments related to commercial paper and short-term debt with maturities greater than 90 days and payments of long-term debt of $739 million.
Issuances of Stock
The issuances of stock during the nine months ended October 2, 2026 and September 26, 2025 were related to the exercise of stock options by employees.
Purchases of Stock for Treasury
During the nine months ended October 2, 2026, the total cash outflow for treasury stock purchases was $900 million. The Company repurchased 10.0 million shares of common stock under the share repurchase plan authorized by our Board of Directors. These shares were repurchased at an average cost of $78.77 per share, for a total cost of $787 million. In addition to shares repurchased under the share repurchase plan, the Company’s treasury stock activity included shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees. The net impact of the Company’s issuances of stock and share repurchases during the nine months ended October 2, 2026 resulted in a net cash outflow of $545 million.
During the nine months ended September 26, 2025, the total cash outflow for treasury stock purchases was $644 million. The Company repurchased 8.0 million shares of common stock under the share repurchase plan authorized by our Board of Directors. These shares were repurchased at an average cost of $67.14 per share, for a total cost of $534 million. In addition to shares repurchased under the share repurchase plan, the Company’s treasury stock activity included shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees. The net impact of the Company’s issuances of stock and share repurchases during the nine months ended September 26, 2025 resulted in a net cash outflow of $401 million.
Dividends
During the nine months ended October 2, 2026 and September 26, 2025, the Company paid dividends of $6,842 million and $4,391 million, respectively. As a result of the timing of our quarterly reporting periods as well as our dividend payment dates, the Company paid all of the 2026 third quarterly dividend in the third quarter and paid substantially all of the 2025 third quarterly dividend in the fourth quarter.
Our Board of Directors approved the Company’s regular quarterly dividend of $0.53 per share at its October 2026 meeting. This dividend is payable on December 15, 2026 to shareowners of record as of the close of business on December 1, 2026.
Proceeds from Sale of a Noncontrolling Interest
During the nine months ended September 26, 2025, the Company received proceeds of $1,277 million from the sale of a noncontrolling interest. Refer to Note 11 of Notes to Consolidated Financial Statements for additional information.
Other Financing Activities
During the nine months ended October 2, 2026 and September 26, 2025, the total cash outflow for other financing activities was $13 million and $261 million, respectively. The cash outflow during the nine months ended September 26, 2025 included $149 million of withholding taxes and other direct costs related to the sale of a noncontrolling interest. Refer to Note 11 of Notes to Consolidated Financial Statements for additional information. Additionally, the cash outflow during the nine months ended September 26, 2025 included $104 million of the $6,173 million final milestone payment for fairlife.
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Foreign Exchange
Our international operations are subject to certain opportunities and risks, including currency fluctuations and governmental actions. We closely monitor our operations in each country and seek to adopt appropriate strategies that are responsive to changing economic and political environments as well as to fluctuations in currencies.
Due to the geographic diversity of our operations, weakness in some currencies may be offset by strength in other currencies over time. Our hedging activities are designed to mitigate, over time, a portion of the impact of exchange rate fluctuations on our net income. Taking into account the effects of our hedging activities, the impact of fluctuations in foreign currency exchange rates increased our operating income for the three and nine months ended October 2, 2026 by 3% and 4%, respectively.
Based on current spot rates and our hedging coverage in place, we expect foreign currency exchange rate fluctuations will have a favorable impact on operating income and cash flows from operating activities through the end of the year.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We have no material changes to the disclosures on this matter made in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”)) as of the end of the period covered by this report. 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 October 2, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended October 2, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II. Other Information
Item 1. Legal Proceedings
Information regarding reportable legal proceedings is contained in Part I, “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2025, as updated in Part II, “Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarter ended April 3, 2026, and as further updated in Part II, “Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarter ended July 3, 2026. The following updates and restates the description of the previously reported U.S. Federal Income Tax Dispute matter and provides updates to a previously reported environmental matter. Management believes that, except as disclosed in “U.S. Federal Income Tax Dispute” below, the total liabilities of the Company that may arise as a result of currently pending legal proceedings will not have a material adverse effect on the Company taken as a whole.
U.S. Federal Income Tax Dispute
On September 17, 2015, the Company received a Notice from the IRS seeking approximately $3.3 billion of additional federal income tax for years 2007 through 2009. In the Notice, the IRS stated its intent to reallocate over $9 billion of income to the U.S. parent company from certain of its foreign affiliates that the U.S. parent company licensed to manufacture, distribute, sell, market and promote its products in certain non-U.S. markets.
The Notice concerned the Company’s transfer pricing between its U.S. parent company and certain of its foreign affiliates. IRS rules governing transfer pricing require arm’s-length pricing of transactions between related parties such as the Company’s U.S. parent and its foreign affiliates.
To resolve the same transfer pricing issue for the tax years 1987 through 1995, the Company and the IRS had agreed in 1996 on an arm’s-length methodology for determining the amount of U.S. taxable income that the U.S. parent company would report as compensation from its foreign licensees. The Company and the IRS memorialized this accord in the Closing Agreement resolving that dispute. The Closing Agreement provided that, absent a change in material facts or circumstances or relevant federal tax law, in calculating the Company’s income taxes going forward, the Company would not be assessed penalties by the
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IRS for using the agreed-upon tax calculation methodology that the Company and the IRS agreed would be used for the 1987 through 1995 tax years.
The IRS audited and confirmed the Company’s compliance with the agreed-upon Closing Agreement methodology in five successive audit cycles for tax years 1996 through 2006.
The September 17, 2015 Notice from the IRS retroactively rejected the previously agreed-upon methodology for the 2007 through 2009 tax years in favor of an entirely different methodology, without prior notice to the Company. Using the new tax calculation methodology, the IRS reallocated over $9 billion of income to the U.S. parent company from its foreign licensees for tax years 2007 through 2009. Consistent with the Closing Agreement, the IRS did not assert penalties, and it has yet to do so.
The IRS designated the Company’s matter for litigation on October 15, 2015. Litigation designation is an IRS determination that forecloses to a company any and all alternative means for resolution of a tax dispute. As a result of the IRS’ designation of the Company’s matter for litigation, the Company was forced to either accept the IRS’ newly imposed tax assessment and pay the full amount of the asserted tax or litigate the matter in the federal courts. The matter remains subject to the IRS’ litigation designation, preventing the Company from any attempt to settle or otherwise mutually resolve the matter with the IRS.
The Company consequently initiated litigation by filing a petition in the Tax Court in December 2015, challenging the tax adjustments enumerated in the Notice.
Prior to trial, the IRS increased its transfer pricing adjustment by $385 million, resulting in an additional tax adjustment of $135 million. 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 $138 million.
The trial was held in the Tax Court from March through May 2018, and final post-trial briefs were filed and exchanged in April 2019.
On November 18, 2020, the Tax Court issued the Opinion in which it predominantly sided with the IRS but agreed with the Company that dividends previously paid by the foreign licensees to the U.S. parent company in reliance upon the Closing Agreement should continue to be allowed to offset royalties, including those that would become payable to the Company in accordance with the Opinion. On November 8, 2023, the Tax Court issued a supplemental opinion, siding with the IRS in concluding both that certain U.S. tax regulations (known as the blocked-income regulations) that address the effect of certain Brazilian legal restrictions on royalty payments by the Company’s licensee in Brazil apply to the Company’s operations and that the Tax Court opinion in the 3M case controlled as to the validity of those regulations. On October 1, 2025, the U.S. Court of Appeals for the Eighth Circuit issued an opinion reversing the judgment of the Tax Court in the 3M case. In its decision, the court concluded that the blocked-income regulation was inconsistent with IRC Section 482 and that the IRS therefore could not reallocate income from 3M’s subsidiary in Brazil to 3M in contravention of Brazilian restrictions on the payment of royalties. Further, the U.S. Court of Appeals for the Eighth Circuit specifically rejected the IRS’ argument that the ability of 3M’s subsidiary in Brazil to pay dividends, rather than royalties, meant that royalty income should not be treated as blocked. Both of these conclusions are highly supportive of the Company’s position in its case and reinforce its prior conclusions.
The Company believes that the IRS and the Tax Court misinterpreted and misapplied the applicable regulations in reallocating income earned by the Company’s foreign licensees to increase the Company’s U.S. tax. Moreover, the Company believes that the retroactive imposition of such tax liability using a calculation methodology different from that previously agreed upon by the IRS and the Company, and audited by the IRS for over a decade, is unconstitutional. The Company intends to assert its claims on appeal and vigorously defend its positions. In addition, for its litigation with the IRS and for purposes of its appeal of the Tax Court decision, the Company continues to evaluate the implications of several significant administrative law cases recently decided by the U.S. Supreme Court, most notably Loper Bright v. Raimondo, which overruled the Chevron case. Since 1984, the Chevron case had required that courts defer to agency interpretations of statutes and agency action. In Ohio v. EPA and Garland v. Cargill, two of the recent decisions, the U.S. Supreme Court demonstrated how courts are to rule on agency interpretations and actions without the deference previously required by the Chevron case.
On August 2, 2024, the Tax Court entered a decision reflecting additional federal income tax of $2.7 billion for the 2007 through 2009 tax years. With applicable interest, the total liability for the 2007 through 2009 tax years resulting from the Tax Court’s decision is $6.0 billion, for which the IRS issued the Company invoices on September 3, 2024. The Company paid the IRS Tax Litigation Deposit on September 10, 2024, which stopped interest from accruing on the additional tax due for the 2007 through 2009 tax years. That amount, plus interest earned, would be refunded in full or in part if the Company’s tax positions are ultimately sustained on appeal. For the three and nine months ended October 2, 2026, the Company recorded net interest income of $57 million and $155 million, respectively, related to this tax payment. For the three and nine months ended September 26, 2025, the Company recorded net interest income of $55 million and $162 million, respectively, related to this tax payment. These amounts were recorded in the line item income taxes in our consolidated statements of income, in accordance with our accounting policy. The payment of the IRS invoices and the related accrued interest were recorded in the line item
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other noncurrent assets in our consolidated balance sheets as of October 2, 2026 and December 31, 2025. On October 22, 2024, the Company appealed the Tax Court’s decision to the U.S. Court of Appeals for the Eleventh Circuit. The Company filed its principal appellate brief with the U.S. Court of Appeals for the Eleventh Circuit on March 12, 2025. The IRS filed its appellate brief on July 7, 2025. The Company filed its reply brief on August 27, 2025. The U.S. Court of Appeals for the Eleventh Circuit heard the case on June 25, 2026.
In determining the amount of tax reserve to be recorded as of December 31, 2020, the Company completed the required two-step evaluation process prescribed by Accounting Standards Codification 740, Accounting for Income Taxes. In doing so, we consulted with outside advisors, and we reviewed and considered relevant laws, rules, and regulations, including, but not limited to, the Opinions and relevant caselaw. We also considered our intention to vigorously defend our positions and assert our various well-founded legal claims via every available avenue of appeal. We concluded, based on the technical and legal merits of the Company’s tax positions, that it is more likely than not the Company’s tax positions will ultimately be sustained on appeal. In addition, we considered a number of alternative transfer pricing methodologies, including the Tax Court Methodology, that could be applied by the courts upon final resolution of the litigation. Based on the required probability analysis, we determined the methodologies we believe the federal courts could ultimately order to be used in calculating the Company’s tax. As a result of this analysis, we recorded a tax reserve of $438 million during the year ended December 31, 2020 related to the application of the resulting methodologies as well as the different tax treatment applicable to dividends originally paid to the U.S. parent company by its foreign licensees, in reliance upon the Closing Agreement, that would be recharacterized as royalties in accordance with the Opinions and the Company’s analysis.
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 October 2, 2026. However, based on the required probability analysis and the accrual of interest through the current reporting period, we updated our tax reserve as of October 2, 2026 to $538 million.
While the Company strongly disagrees with the IRS’ positions and the portions of the Opinions affirming such positions, it is possible that some portion or all of the adjustments proposed by the IRS and sustained by the Tax Court could ultimately be upheld. In that event, the Company would not receive a refund of the applicable portion or all of the $6.0 billion it paid in response to the IRS invoices issued in September 2024 and the related accrued interest receivable of $589 million as of October 2, 2026. Additionally, the Company would likely be subject to significant additional liabilities for subsequent years, which could have a material adverse impact on the Company’s financial position, results of operations and cash flows.
The Company calculated the potential impact of applying the Tax Court Methodology to reallocate income from foreign licensees potentially covered within the scope of the Opinions for the 2010 through 2025 tax years, assuming such methodology were to be ultimately upheld by the courts, and the IRS were to decide to apply that methodology to subsequent years, with consent of the federal courts. This impact would include taxes and interest accrued through December 31, 2025. The calculations incorporated the estimated impact of correlative adjustments to the previously accrued transition tax payable under the 2017 Tax Cuts and Jobs Act. The Company estimates that the potential aggregate remaining incremental tax and interest liability for the tax years 2010 through 2025 could be approximately $14 billion as of December 31, 2025. Additional income tax and interest on any unpaid potential liabilities for the 2010 through 2025 tax years would continue to accrue until the time any such potential liability, or portion thereof, were to be paid. The Company estimates the impact of the continued application of the Tax Court Methodology for the three and nine months ended October 2, 2026 would increase the potential aggregate incremental tax and interest liability by approximately $450 million and $1.4 billion, respectively. We currently project the continued application of the Tax Court Methodology in 2026, assuming similar facts and circumstances as of December 31, 2025 and reflecting changes enacted under the One Big Beautiful Bill Act effective in 2026, would result in an incremental annual tax liability that would increase the Company’s effective tax rate by approximately 3.8%.
Environmental Matter
On June 20, 2024, the Mayor and City Council of Baltimore filed a lawsuit against the Company and several unrelated parties in the Circuit Court for Baltimore City, Maryland (“Baltimore Circuit Court”), concerning the environmental impacts of plastic packaging on the city’s lands and waterways. The complaint asserts claims for (a) violations of various state statutes and local ordinances that prohibit littering or improper dumping of waste on public or private property; (b) unfair, abusive or deceptive trade practices; (c) trespass upon city property; (d) design defects; (e) public nuisance; (f) failure to warn; and (g) negligence. The complaint seeks injunctive relief, compensatory damages and punitive damages but does not specify an amount of damages sought. The Company believes it has strong defenses to the claims. On July 21, 2025, the Baltimore Circuit Court granted in part the Company’s Motion to Dismiss, dismissing with prejudice all claims except the public nuisance claim. On July 22, 2026, the court dismissed the remaining public nuisance claim, and on August 18, 2026, the plaintiff filed a notice of appeal as to all claims. The appeal will proceed before the Appellate Court of Maryland.
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Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, could also materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information with respect to purchases of common stock of the Company made during the three months ended October 2, 2026 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 Purchased1 | Average Price Paid Per Share | Total Number of Shares Purchased as Part of the Publicly Announced Plan2 | Maximum Number of Shares That May Yet Be Purchased Under the Publicly Announced Plan | ||||||||||
| July 4, 2026 through July 31, 2026 | 538,615 | $ | 83.86 | 536,300 | 59,148,814 | |||||||||
| August 1, 2026 through August 28, 2026 | 1,085,783 | 88.60 | 1,085,783 | 58,063,031 | ||||||||||
| August 29, 2026 through October 2, 2026 | 1,110,655 | 87.94 | 1,110,145 | 56,952,886 | ||||||||||
| Total | 2,735,053 | $ | 87.40 | 2,732,228 | ||||||||||
1The total number of shares purchased includes: (1) shares purchased, if any, pursuant to the plan described in footnote 2 below and (2) shares surrendered, if any, to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees.
2In February 2019, the Company publicly announced that our Board of Directors had authorized a plan (“2019 Plan”) for the Company to purchase up to 150 million shares of our common stock. This column discloses the number of shares purchased, if any, pursuant to the 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).
Item 5. Other Information
During the fiscal quarter ended October 2, 2026, none of our Directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated
Item 6. Exhibits
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations, warranties, covenants and conditions by or of each of the parties to the applicable agreement. These representations, warranties, covenants and conditions have been made solely for the benefit of the other parties to the applicable agreement and:
•should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
•may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
•were made only as of the date of the applicable agreement, or such other date or dates as may be specified in the agreement, and are subject to more recent developments.
Accordingly, these representations, warranties, covenants and conditions may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and
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the Company’s other public filings, which are available without charge through the Securities and Exchange Commission’s website at http://www.sec.gov.
EXHIBIT INDEX | ||||||||
| Exhibit No. | ||||||||
| (With regard to applicable cross-references in the list of exhibits below, the Company’s Current, Quarterly and Annual Reports are filed with the Securities and Exchange Commission (“SEC”) under File No. 001-02217; and Coca-Cola Refreshments USA, LLC’s (formerly known as Coca-Cola Refreshments USA, Inc. and Coca-Cola Enterprises Inc.) Current, Quarterly and Annual Reports are filed with the SEC under File No. 001-09300.) | ||||||||
| 4.1 | As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument. | |||||||
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| 4.45 | Indenture, dated as of July 30, 1991, between Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust Company Americas, as trustee — incorporated herein by reference to Exhibit 4.1 to Coca-Cola Refreshments USA, Inc.’s Current Report on Form 8-K dated July 30, 1991. | |||||||
| 4.46 | First Supplemental Indenture, dated as of January 29, 1992, to the Indenture, dated as of July 30, 1991, between Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust Company Americas, as trustee — incorporated herein by reference to Exhibit 4.01 to Coca-Cola Refreshments USA, Inc.’s Current Report on Form 8-K dated January 29, 1992. | |||||||
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| 101 | The following financial information from The Coca-Cola Company’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Income for the three and nine months ended October 2, 2026 and September 26, 2025; (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended October 2, 2026 and September 26, 2025; (iii) Consolidated Balance Sheets as of October 2, 2026 and December 31, 2025; (iv) Consolidated Statements of Cash Flows for the nine months ended October 2, 2026 and September 26, 2025; and (v) Notes to Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document and included in Exhibit 101). | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE COCA-COLA COMPANY (Registrant) | ||||||||
| /s/ ERIN L. MAY | ||||||||
| Date: | October 28, 2026 | Erin L. May Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | ||||||
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Exhibit 10.1
September 4, 2026
Rob Gehring
Dear Rob,
We are delighted to extend to you an offer for the position of EVP and President, North America Operating Unit, subject to your election by The Coca-Cola Company Board of Directors. Your start date will be mutually agreed upon at a later date, and you will report directly to me. The information contained in this letter provides the terms and compensation details of this position. All payments set forth below are subject to applicable taxes and withholding requirements.
•Your principal place of assignment will be Atlanta, Georgia.
•Your annual base salary for your new position will be USD 950,000.
•You will be eligible to participate in the Annual Incentive Plan. Your target annual incentive for your new position is 100% of your annual base pay. Any payment will depend on both the business performance and your personal contributions. Awards are made at the discretion of the Talent and Compensation Committee based upon recommendations by Senior Management. As a discretionary program, the performance factors, eligibility criteria, payment frequency, award opportunity levels and other provisions are variable. The plan may be modified from time to time.
•You will be eligible to participate in The Coca-Cola Company’s long-term incentive (“LTI”) program. Awards are made at the discretion of the Talent and Compensation Committee based upon recommendations by Senior Management. You will be eligible to receive LTI awards within guidelines for the level assigned to your position and based upon your leadership potential to impact the company’s future growth. As a discretionary program, eligibility criteria, award opportunity levels, the award timing, frequency, size and mix of award vehicles are variable.
•Following the start of your employment, management of The Coca-Cola Company will present to the Talent and Compensation Committee, at a regularly scheduled meeting, a recommendation for special long-term incentive awards with an approximate aggregate value of USD 4,550,000, consisting of:
◦USD 2,550,000 in Restricted Stock Units (RSUs), vesting in two equal tranches, with the anticipated vesting dates occurring approximately after year 1 and year 2 of grant, subject to the terms and conditions of the applicable award agreement.
◦USD 2,000,000 in Performance Share Units (PSUs), subject to a three-year performance period, the commencement and timing of which will be determined based on your hire date.
◦The number of RSUs and PSUs granted will be calculated using the 30-calendar-day average stock price of The Coca-Cola Company common stock as of the first day of the month in which the awards are approved. Dividend equivalents will not be payable during the applicable restriction period.
•If you forfeit your 2026 bonus for your time worked at Monster Beverage Corporation, following the Monster Beverage Corporation disclosure of 2026 annual incentive results, you will receive a one-time cash payment equal to the annual incentive amount you would have earned, but have forfeited, pro-rated for the time you were employed by Monster Beverage Corporation in 2026. The terms of this payment will be governed solely by the terms of the enclosed deferred cash agreement.
Rob Gehring
September 4, 2026
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•You will receive a cash award in the amount of USD 100,000 paid to you the month following your hire date. Should you voluntarily terminate employment with the Company for any reason, or if you are terminated because of a violation of the Company’s Code of Business Conduct, within 12 months of payment, you must repay 100% of that payment in full within 60 days. If for any reason you do not return such payments, the Company will offset the amount owed from any form of compensation due, including but not limited to, salary, bonus, and non-qualified compensation.
•You are eligible for certain relocation benefits. Following your acceptance, you will be contacted by your Relocation Consultant to review the details of these benefits. Should you voluntarily terminate employment with the company for any reason, or if you are terminated as a result of a violation of the company’s code of Business Conduct, within 12 months of your initial employment date, you must repay these monies in full within 60 days.
•You are expected to maintain share ownership pursuant to the company’s share ownership guidelines at a level equal to four times your base salary. As you are new to the company, you will have until December 2031 to comply with this requirement. You will be asked to provide information in December each year on your progress toward your ownership goal, and that information will be reviewed with the Talent and Compensation Committee of the Board of Directors the following February.
•You will be eligible for the company’s Financial Planning Reimbursement Program which provides reimbursement of certain financial planning services, up to USD 10,000, subject to taxes and withholding.
•You will be eligible for the Emory Executive Health benefit which includes a comprehensive physical exam and one-on-one medical and lifestyle management consultation.
•You are required to enter into the Agreement on Confidentiality, Non-Competition, and Non-Solicitation, as well as the Agreement Covering Inventions, Discoveries, Copyrightable Material, Trade Secrets, and Confidential Information, effective immediately.
This offer letter is provided as information and does not constitute an employment contract.
This offer letter is contingent upon your resignation from Monster Beverage Corporation.
Rob, I feel certain that you will find challenge, satisfaction and opportunity in this role as we start our journey together during this important time.
Sincerely,
/s/ Henrique Braun
Henrique Braun
Chief Executive Officer
cc: Margie Lewis
Executive Compensation
Advanced Care
I, Rob Gehring, accept this offer.
Signature: /s/ Rob Gehring
Date: September 9, 2026
Exhibit 10.2
DEFERRED CASH AGREEMENT
The Coca-Cola Company (the "Company") hereby agrees to pay to the recipient named below (the “Recipient”) on the date set forth below (“Payment Date”) the amount set forth below (the “Award”) in accordance with and subject to the terms, conditions and restrictions of this Agreement.
| Name of Recipient: | Rob Gehring | ||||
| Award: | $743,750 multiplied by the Performance Metric and prorated for time worked at Monster Beverage Corporation in 2026. | ||||
| Payment Date: | Within 30 days following Monster Beverage Corporation’s annual results disclosure in 2027. | ||||
| Performance Metric: | The percentage payout for 2026 of the Monster Beverage Corporation Annual Incentive Compensation Plan based on performance against metrics and as described in the 2027 Proxy of Monster Beverage Corporation. | ||||
TERMS AND CONDITIONS OF THIS AGREEMENT
(1) If all of the conditions set forth in this Agreement are satisfied, the Award will be paid to Recipient on the Payment Date.
(a) Conditions for the Award.
1. The payment shall be made only if the Recipient is, and has continuously been, employed by the Company since the date of this Agreement through the Payment Date. In addition, in the event that the Recipient voluntarily terminates employment for any reason or is terminated for failing to comply with the Company’s Code of Business Conduct, any payments made within one year prior to the termination shall be repaid to the Company. If reimbursement is not made within 30 days of separation, the Company may offset any payments due to Recipient, including, not limited to, salary payments, vacation reimbursements, trailing pay, and non-qualified benefits by the amount owed to the Company or any portion thereof.
2. The payment shall be made only if the Recipient does not receive a benefit from the Monster Beverage Corporation Annual Incentive Compensation Plan for the 2026 performance year.
(b) Recipient shall have no rights to the Award, including but not limited to rights to transfer, pledge, or hypothecate the Award until the applicable Payment Date.
(c) Recipient shall not be entitled to defer payment of any amounts under this Agreement.
(d) The Recipient shall indicate his or her acceptance of this Agreement by signing and returning this Agreement.
(e) The Company, in its sole discretion, may reduce the Award payable under this Agreement if it determines that a Recipient has failed to comply with the Company’s Code of Business Conduct, or if the Recipient owes any money to the Company and has failed to repay such obligation.
(2) Each notice relating to this award shall be in writing. All notices to the Company shall be addressed to the Secretary, The Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia 30313. All
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notices to the Recipient shall be addressed to the address of the Recipient specified on the face page of this Agreement. Either the Company or the Recipient may designate a different address by written notice to the other. Written notice to said addresses shall be effective to bind the Company, the Recipient and the Recipient's representatives and beneficiaries.
(3) The Award will be paid in cash less all applicable federal and state tax withholdings. The Recipient acknowledges that the ultimate liability for any and all taxes is the responsibility and liability of the Recipient.
(4) The Recipient hereby agrees that (a) any change, interpretation, determination or modification of this Agreement by the Company shall be final and conclusive for all purposes and on all persons including the Company and the Recipient; and (b) this Agreement shall not affect in any way the right of the Company to terminate or change the employment of the Recipient.
(5) In the event the Recipient engages in a “Prohibited Activity” (as defined below), at any time during the term of the Agreement, or within one year after termination of the Recipient’s employment from the Company, or within one year after the Payment Date, whichever occurs latest, the Award shall be forfeited and, if applicable, any payments already made shall be repaid to the Company. If reimbursement is not made within 30 days of separation, the Company may offset any payments due to Recipient, including, but not limited to, salary payments, vacation reimbursements, trailing pay, and non-qualified benefits by the amount owed to the Company or any portion thereof.
Prohibited Activities are:
(a) Non-Disparagement – making any statement, written or verbal, in any forum or media, or taking any action in disparagement of the Company or any Related Company or affiliate thereof, including, but not limited to, negative references to the Company or its products, services, corporate policies, or current or former officers or employees, customers, suppliers, or business partners or associates;
(b) No Publicity – publishing any opinion, fact, or material, delivering any lecture or address, participating in the making of any film, radio broadcast or television transmission, or communicating with any representative of the media relating to confidential matters regarding the business or affairs of the Company which the Recipient was involved with during the Recipient’s employment;
(c) Non-Disclosure of Trade Secrets – failure to hold in confidence all Trade Secrets of the Company that came into the Recipient’s knowledge during the Recipient’s employment by the Company or any Related Company, or disclosing, publishing, or making use of at any time such Trade Secrets, where the term "Trade Secret" means any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;
(d) Non-Disclosure of Confidential Information – failure to hold in confidence all Confidential Information of the Company that came into the Recipient’s knowledge during the Recipient’s employment by the Company or any Related Company, or disclosing, publishing, or making use of such Confidential Information, where the term "Confidential Information" means any data or information, other than Trade Secrets, that is valuable to the Company and not generally known to the public or to competitors of the Company;
(e) Return of Materials – failure of the Recipient, in the event of the Recipient’s termination of employment for any reason, promptly to deliver to the Company all memoranda, notes, records, manuals or other documents, including all copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets or Confidential Information regarding the Company's business, whether made or compiled by the
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Recipient or furnished to the Recipient by virtue of the Recipient’s employment with the Company or a Related Company, or failure promptly to deliver to the Company all vehicles, computers, credit cards, telephones, handheld electronic devices, office equipment, and other property furnished to the Recipient by virtue of the Recipient’s employment with the Company or a Related Company;
(f) Non-Compete – rendering services for any organization which, or engaging directly or indirectly in any business which, in the sole judgment of any senior officer designated by the Company, is or becomes competitive with the Company;
(g) Non-Solicitation – soliciting or attempting to solicit for employment for or on behalf of any corporation, partnership, or other business entity any employee of the Company with whom the Recipient had professional interaction during the last twelve months of the Recipient’s employment with the Company; or
(h) Violation of the Company Policies – violating any written policies of the Company or the Recipient’s employer applicable to the Recipient, including without limitation the Company’s insider trading policy.
(6) If any of the terms of this Agreement may in the opinion of the Company conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations.
(7) The Recipient consents to and acknowledges that:
(a) the Award is discretionary in nature;
(b) the Award is a potential bonus payment not paid in lieu of any cash salary compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement benefits or similar payments; and
(c) the Agreement set forth the entire understanding between the Recipient, the Company, and any Related Company regarding the Award and supersedes all prior oral and written agreements pertaining to this award.
(8) This Agreement has been made in and shall be construed and enforced under and in accordance with the laws of the State of Delaware, USA.
THE COCA-COLA COMPANY
/s/ Tapaswee Chandele
Tapaswee Chandele
Executive Vice President & Global Chief People Officer
I have read the above Agreement and hereby accept the above award under the terms and conditions of this Agreement and I agree to be bound thereby and by the actions of the Company.
Recipient /s/ Rob Gehring Rob Gehring Date: September 8, 2026 | ||
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Exhibit 31.1
CERTIFICATIONS
I, Henrique Braun, Chief Executive Officer of The Coca-Cola Company, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 28, 2026 | ||||
| /s/ Henrique Braun | |||||
Henrique Braun Chief Executive Officer of The Coca-Cola Company | |||||
Exhibit 31.2
CERTIFICATIONS
I, John Murphy, President and Chief Financial Officer of The Coca-Cola Company, certify that:
1.I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: | October 28, 2026 | ||||
| /s/ John Murphy | |||||
John Murphy President and Chief Financial Officer of The Coca-Cola Company | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of The Coca-Cola Company (“Company”) on Form 10-Q for the period ended October 2, 2026 (“Report”), I, Henrique Braun, Chief Executive Officer of the Company and I, John Murphy, President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ HENRIQUE BRAUN | ||
Henrique Braun Chief Executive Officer of The Coca-Cola Company | ||
| October 28, 2026 | ||
| /s/ JOHN MURPHY | ||
John Murphy President and Chief Financial Officer of The Coca-Cola Company | ||
| October 28, 2026 | ||