KOCoca-Cola

Consumer staples · Beverages · NYSE

The Coca-Cola Company is a total beverage company, and beverage products bearing our trademarks, sold in the United States since 1886, are now sold in more than 200 countries and territories. 10-K, Item 1

Headquarters: Atlanta, GA
CEO: James Quincey
Next results: around Feb 9, 2027

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10-K 0001628280-26-010047 (2026-02-20) vs 10-K 0000021344-25-000011 (2025-02-20)

Section	Compared text	Words now	Changed
Risk Factors	Item 1A	13,390	11.9%
MD&A	Item 7	16,145	18.6%
Legal Proceedings	Item 3	3,418	9.4%
Accounting Policies	Item 8, Note 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	5,168	6.9%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: ~~cut words struck through~~, new words highlighted and underlined.

MD&A 236 words changed in this paragraph; it is 42% similar to last year's version.

In November 2021, the Company acquired the remaining 85% ownership interest in, and now owns 100% of BA Sports Nutrition, LLC (“BodyArmor”), which offers a line of sports performance and hydration beverages. During 2021, in conjunction with acquiring the remaining ownership interest, we recognized a noncash gain of $834 million resulting from the remeasurement of our previously held equity interest in BodyArmor to fair value. The Company allocated $4.2 billion of the $5.6 billion purchase price to the BodyArmor trademark. During the three months ended March 29, 2024, the ~~operating results related to the trademark were lower than expected. Therefore, the~~ Company revised its projections of the future operating results related to the trademark, which triggered the need to update its impairment analysis. As a result, the Company concluded that the fair value of the trademark was less than its carrying value and recorded an impairment charge of $760 ~~million. The decrease in fair value was primarily driven by the~~ million due to revised projections of future operating results as well as higher discount rates resulting from changes in macroeconomic conditions since the acquisition date. ~~As of~~ During the three months ended December 31, ~~2024,~~ 2025, the operating results related to the trademark, 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 ~~this~~ the trademark ~~approximates~~ was less than 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 value and recorded an additional impairment ~~charge. Management will continue to monitor the fair value~~ charge of ~~this trademark in future periods.~~

Source: Item 7, 10-K 0001628280-26-010047 vs Item 7, 10-K 0000021344-25-000011

Risk Factors 217 words changed in this paragraph; it is 55% similar to last year's version.

For instance, the United States Internal Revenue Service (“IRS”) is seeking to increase our U.S. taxable income for tax years 2007 through 2009 by an amount that creates a potential additional U.S. federal income tax liability of approximately $3.3 billion for that period, plus interest. The Company firmly believes that the IRS’ claims are without merit and is pursuing, and will continue to pursue, all available administrative and judicial remedies necessary to vigorously defend its positions. On November 18, 2020, the U.S. Tax Court (“Tax Court”) issued an opinion (“Opinion”) predominantly siding with the IRS. On November 8, 2023, the Tax Court issued a supplemental opinion (together with the original Tax Court opinion, “Opinions”) also siding with the IRS as to the validity of the blocked-income regulations and their application to the Brazilian legal restrictions. Although the Company disagrees with the unfavorable portions of the Opinions and intends to vigorously defend its positions, considering all avenues of appeal, there is no assurance that the courts will ultimately rule in the Company’s favor. It is therefore possible that all or some of the unfavorable portions of the Opinions could ultimately be upheld. In that event, the Company would be subject to significant additional liabilities for the years at issue and potentially also for the subsequent years if the unfavorable portions of the Opinions were to be applied to the foreign licensees covered within the scope of the Opinions. Moreover, the IRS could successfully appeal the portions of the Opinions that are favorable to the Company and/or assert new claims for additional tax relating to the subsequent years by broadening the scope to cover additional foreign licensees. These adjustments could have a material adverse impact on the Company’s financial position, results of operations and cash flows. Any such adjustments related to years prior to 2018, either in the litigation period or thereafter, may also have an impact on the transition tax payable as part of the 2017 Tax Cuts and Jobs Act (“Tax Reform Act”). For additional information regarding the tax litigation, refer to Part I, “Item 3. Legal Proceedings” of this report.

Source: Item 1A, 10-K 0001628280-26-010047 vs Item 1A, 10-K 0000021344-25-000011

Legal Proceedings 134 words changed in this paragraph; it is 67% similar to last year's version.

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~~ 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 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.

Source: Item 3, 10-K 0001628280-26-010047 vs Item 3, 10-K 0000021344-25-000011

Accounting Policies 54 words changed in this paragraph; it is 36% similar to last year's version.

~~2Amounts include cash and cash equivalents related to assets~~ generally consist of amounts held ~~for sale,~~ by our captive insurance companies, which are included in the line item ~~prepaid expenses and~~ other ~~current~~ noncurrent assets in our consolidated balance ~~sheets. Refer~~ sheet. We manage our exposure to ~~Note 2.~~ counterparty credit risk through specific minimum credit standards, diversification of counterparties and procedures to monitor our concentrations of credit risk.

Source: Item 8, Note 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001628280-26-010047 vs Item 8, Note 1 – BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000021344-25-000011

Every change, by type

Sentences and paragraphs of KO's Risk Factors and MD&A, 10-K 2026-02-20 against 10-K 2025-02-20. Each links to the text at sec.gov.

All 145 Added 6 Removed 18 Reworded 121 Quiet changes 0

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word list

adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors

risks and/or our ability to hire and retain the best talent will be diminished, which could have an adverse impact on our overall business.