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Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)

May 10, 2021



(Exact name of Registrant as specified in its charter)

Delaware   001-02217   58-0628465
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)
One Coca-Cola Plaza       30313
Atlanta, Georgia       (Zip Code)
(Address of principal executive offices)        

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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
0.500% Notes Due 2024 KO24 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    o


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. o


Item 8.01.Other Events.


On May 10, 2021, The Coca-Cola Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities plc (the “Underwriter”) in connection with the Company’s public offering (the “Offering”) of €150,000,000 aggregate principal amount of its 0.400% Notes due 2030 (the “Notes”). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriter, and the Underwriter agreed to purchase the Notes for resale to the public. The Offering is expected to close on or about May 17, 2021, subject to customary closing conditions.


The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriter against certain liabilities and customary contribution provisions in respect of those liabilities.


The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-234311) filed with the Securities and Exchange Commission (the “SEC”) on October 24, 2019.


The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include working capital, capital expenditures and redemption and repayment of short-term or long-term borrowings.


The Underwriting Agreement is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. 

Item 9.01.Financial Statements and Exhibits.

(d)       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 and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:


Accordingly, these representations and warranties 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 the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.





Exhibit No.   Description

Underwriting Agreement, dated May 10, 2021, between the Company and J.P. Morgan Securities plc.


104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).




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 hereunto duly authorized.


Date: May 12, 2021 By:  /s/ Larry M. Mark
    Name: Larry M. Mark
    Title: Vice President, Global Finance Operations