On April 29, 2020, The Coca-Cola Company
(the “Company”) completed a public offering of $1,500,000,000 aggregate principal amount of its 1.450% Notes due 2027,
$1,500,000,000 aggregate principal amount of its 1.650% Notes due 2030, $1,000,000,000 aggregate principal amount of its 2.500%
Notes due 2040, $1,500,000,000 aggregate principal amount of its 2.600% Notes due 2050 and $1,000,000,000 aggregate principal amount
of its 2.750% Notes due 2060 (collectively, the “Notes”).
The offering of the Notes 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.
In connection with the offering of the Notes,
the Company entered into an Underwriting Agreement, dated April 29, 2020 (the “Underwriting Agreement”), among the
Company and Barclays Capital Inc., BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc., Morgan
Stanley & Co. LLC and Santander Investment Securities Inc., as representatives of the several underwriters named therein (together,
the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters,
and the Underwriters agreed to purchase the Notes for resale to the public. 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 Underwriters
against certain liabilities and customary contribution provisions in respect of those liabilities.
The Notes were issued under an Amended and
Restated Indenture, dated as of April 26, 1988 (as supplemented, the “Indenture”), between the Company and Deutsche
Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee, as supplemented by the First Supplemental Indenture,
dated as of February 24, 1992, and the Second Supplemental Indenture, dated as of November 1, 2007, between the Company and Deutsche
Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee.
The Underwriting Agreement, the Indenture
and the respective forms of global note for the offering are filed as exhibits to this Current Report on Form 8-K and are incorporated
herein by reference.