UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported)

May 8, 2024 (May 6, 2024)

COCA COLA CO

(Exact name of Registrant as specified in its charter)

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:

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

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 ☐

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. ☐

U.S. Dollar-Denominated Notes Offering

On May 6, 2024, The Coca-Cola Company (the “Company”) entered into an underwriting agreement (the “Dollar Notes Underwriting Agreement”) among the Company and Citigroup Global Markets Inc., Barclays Capital Inc. and Santander US Capital Markets LLC, as representatives of the several underwriters named therein (the “Dollar Notes Underwriters”), in connection with the Company’s public offering (the “Dollar Notes Offering”) of $1,000,000,000 aggregate principal amount of its 5.000% Notes due 2034, $1,100,000,000 aggregate principal amount of its 5.300% Notes due 2054 and $900,000,000 aggregate principal amount of its 5.400% Notes due 2064 (collectively, the “Dollar Notes”). Pursuant to the Dollar Notes Underwriting Agreement, the Company agreed to sell the Dollar Notes to the Dollar Notes Underwriters, and the Dollar Notes Underwriters agreed to purchase the Dollar Notes for resale to the public. The Dollar Notes Offering is expected to close on or about May 13, 2024, subject to customary closing conditions.

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

Euro-Denominated Notes Offering

On May 7, 2024, the Company entered into an underwriting agreement (the “Euro Notes Underwriting Agreement”) among the Company and the underwriters named therein (the “Euro Notes Underwriters”) in connection with the Company’s public offering (the “Euro Notes Offering”) of €500,000,000 aggregate principal amount of its 3.125% Notes due 2032 and €500,000,000 aggregate principal amount of its 3.500% Notes due 2044 (collectively, the “Euro Notes” and, together with the Dollar Notes, the “Notes”). Pursuant to the Euro Notes Underwriting Agreement, the Company agreed to sell the Euro Notes to the Euro Notes Underwriters, and the Euro Notes Underwriters agreed to purchase the Euro Notes for resale to the public. The Euro Notes Offering is expected to close on or about May 14, 2024, subject to customary closing conditions.

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

The offerings of the Notes were made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-268053) filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2022.

The Company intends to use the net proceeds from the offerings of the Notes for general corporate purposes, which may include working capital, capital expenditures, acquisitions of or investments in businesses or assets and redemption and repayment of short-term or long-term borrowings, as well as for making any potential payments in connection with the Company’s ongoing tax litigation with the United States Internal Revenue Service.

The Dollar Notes Underwriting Agreement and the Euro Notes Underwriting Agreement are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

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. 

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 hereunto duly authorized.