UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-02217
COCA COLA CO
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | | 58-0628465 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| One Coca-Cola Plaza | | |
| Atlanta | Georgia | | 30313 |
| (Address of principal executive offices) | | (Zip Code) |
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 |
| Common Stock, $0.25 Par Value | KO | New York Stock Exchange |
| 1.875% Notes Due 2026 | KO26 | New York Stock Exchange |
| 0.750% Notes Due 2026 | KO26C | New York Stock Exchange |
| 1.125% Notes Due 2027 | KO27 | New York Stock Exchange |
| 0.125% Notes Due 2029 | KO29A | New York Stock Exchange |
| 0.125% Notes Due 2029 | KO29B | New York Stock Exchange |
| 0.400% Notes Due 2030 | KO30B | New York Stock Exchange |
| 1.250% Notes Due 2031 | KO31 | New York Stock Exchange |
| 0.375% Notes Due 2033 | KO33 | New York Stock Exchange |
| 0.500% Notes Due 2033 | KO33A | New York Stock Exchange |
| 1.625% Notes Due 2035 | KO35 | New York Stock Exchange |
| 1.100% Notes Due 2036 | KO36 | New York Stock Exchange |
| 0.950% Notes Due 2036 | KO36A | New York Stock Exchange |
| 0.800% Notes Due 2040 | KO40B | New York Stock Exchange |
| 1.000% Notes Due 2041 | KO41 | New York Stock Exchange |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | ☒ | | | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | | | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | | | |
| If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
| | | | | | | | |
| Class of Common Stock | | Shares Outstanding as of April 30, 2024 |
| $0.25 Par Value | | 4,307,955,307 |
Explanatory Note
This Amendment No. 1 on Form 10-Q/A (“Amendment”) amends the Quarterly Report on Form 10-Q for The Coca-Cola Company (“Company”) for the period ended March 29, 2024 filed with the Securities and Exchange Commission on May 2, 2024 (“Form 10-Q”). This Amendment is being filed solely to add Inline Extensible Business Reporting Language (“iXBRL”) data tagging that was inadvertently omitted from the disclosure included in the Form 10-Q under Part II, “Item 5. Other Information.”
Except for the iXBRL specifically noted above, this Amendment does not modify or update any disclosures in the Form 10-Q. Accordingly, this Amendment does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the Form 10-Q.
Part II. Other Information
Item 5. Other Information
During the fiscal quarter ended March 29, 2024, none of our Directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as follows:
Nikolaos Koumettis, President, Europe operating unit, adopted a Rule 10b5-1 trading arrangement on March 15, 2024 for the potential exercise of vested stock options and the associated sale of up to 80,891 shares of common stock of the Company, subject to certain conditions. The arrangement’s expiration date is February 14, 2025.
Bruno Pietracci, President, Latin America operating unit, adopted a Rule 10b5-1 trading arrangement on March 4, 2024 for the potential exercise of vested stock options and the associated sale of up to 38,653 shares of common stock of the Company, subject to certain conditions. The arrangement’s expiration date is March 4, 2026.
Nancy Quan, Executive Vice President and Global Chief Technical and Innovation Officer, adopted a Rule 10b5-1 trading arrangement on March 12, 2024 for the potential exercise of vested stock options and the associated sale of up to 113,361 shares of common stock of the Company, subject to certain conditions. The arrangement’s expiration date is October 15, 2025.
Each of these trading plans was adopted during an open trading window.
Item 6. Exhibits
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| EXHIBIT INDEX | |
| Exhibit No. | |
| | |
| | |
| 101 | iXBRL (Inline Extensible Business Reporting Language) for the information under Part II, “Item 5, Other Information” of this Amendment No. 1 on Form 10-Q/A. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document and included in Exhibit 101). | |
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 MAY |
| Date: | May 30, 2024 | Erin May
Senior Vice President and Controller
(On behalf of the Registrant) |
| | |
| | /s/ MARK RANDAZZA |
| Date: | May 30, 2024 | Mark Randazza
Senior Vice President, Assistant Controller and
Chief Accounting Officer
(Principal Accounting Officer) |
