Coca Cola : Securities Registration (section 12(b))

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

The Coca-Cola Company

(Exact name of registrant as specified in its charter)

Delaware	58-0628465
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)
One Coca-Cola Plaza
Atlanta, Georgia	30313
(Address of principal executive offices)	(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
each class is to be registered
Floating Rate Notes due 2021	New York Stock Exchange
0.125% Notes due 2022	New York Stock Exchange
0.750% Notes due 2026	New York Stock Exchange
1.250% Notes due 2031	New York Stock Exchange

Title of each class to be so registered

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. o

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-214273

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1: Description of Registrant's Securities to be Registered

The title of the securities to be registered hereunder are "Floating Rate Notes due 2021," "0.125% Notes due 2022," "0.750% Notes due 2026" and "1.250% Notes due 2031." For a description of the securities to be registered hereunder, reference is made to the information under the heading "Description of Notes" and under the heading "Description of Debt Securities" in the prospectus supplement, dated February 25, 2019, which was filed with the Securities and Exchange Commission (the "Commission") on February 27, 2019 pursuant to Rule 424(b) under the Securities Act of 1933, and the prospectus dated October 27, 2016, contained in our effective registration statement on Form S-3 (Registration No. 333-214273), which registration statement was filed with the Commission on October 27, 2016, which information is incorporated herein by reference and made part of this registration statement in its entirety.

Item 2: Exhibits

Exhibit 4.1	Amended and Restated Indenture, dated as of April 26, 1988, between The Coca-Cola Company (the "Company") and Deutsche Bank Trust
Company Americas, as successor to Bankers Trust Company, as trustee - incorporated herein by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
Exhibit 4.2	First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the
Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee - incorporated herein by
reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
Exhibit 4.3	Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended,
between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee - incorporated
herein by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K filed on March 5, 2009.
Exhibit 4.4	Form of Note for Floating Rate Notes due 2021.
Exhibit 4.5	Form of Note for 0.125% Notes due 2022.
Exhibit 4.6	Form of Note for 0.750% Notes due 2026.
Exhibit 4.7	Form of Note for 1.250% Notes due 2031.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

The Coca-Coca Company

(Registrant)

Dated: March 8, 2019

By:	/s/ Larry M. Mark
Name:	Larry M. Mark
Title:	Vice President and Controller

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Exhibit 4.4

THIS NOTE, IS A GLOBAL SECURITY WITHIN THE MEANING OF SECTION 2.05 OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY NAMED BELOW OR A NOMINEE OF THE DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CLEARSTREAM BANKING, SOCIÉTÉ ANONYME OR EUROCLEAR BANK S.A./N.V. (EACH A "DEPOSITARY"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF BT GLOBENET NOMINEES LIMITED OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO BT GLOBENET NOMINEES LIMITED OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, BT GLOBENET NOMINEES LIMITED, HAS AN INTEREST HEREIN.

THE COCA-COLA COMPANY

Floating Rate Notes due 2021

No.

€

CUSIP No. 191216 CG3 ISIN No. XS1955024390 Common Code: 195502439

THE COCA-COLA COMPANY, a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to BT GLOBENET NOMINEES LIMITED (as nominee of the Depositary), or its registered assigns, the principal sum of Euros (€ ) on March 8, 2021 and to pay interest thereon from March 8, 2019, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, quarterly on March 8, June 8, September 8 and December 8 in each year, commencing June 8, 2019 at a floating rate per annum, reset quarterly on each of March 8, June 8, September 8 and December 8 of each year (each such date, a "Floating Rate Interest Reset Date"), and will be determined for the initial Floating Rate Interest Period on March 6, 2019,

equal to the Applicable EURIBOR Rate plus 20 basis points, as calculated by the Calculation Agent, subject to the maximum interest rate permitted by New York law or other applicable state law, as such law may be modified by United States law of general applicability, until the principal hereof is paid or made available for payment (the "Floating Rate Principal Payment Date"); provided, however that in no event shall the interest rate hereunder be less than zero. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the 15 th calendar day (whether or not a Business Day) preceding the respective Interest Payment Date. Any such interest which is payable but is not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this Series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this Series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

As set forth herein, the Company will pay additional interest on this Security in certain circumstances.

If any Floating Rate Interest Reset Date (other than the initial Floating Rate Interest Reset Date occurring on June 8, 2019) and Interest Payment Date would otherwise be a day that is not a EURIBOR Business Day, such Floating Rate Interest Reset Date and Interest Payment Date shall be the next succeeding EURIBOR Business Day, unless the next succeeding EURIBOR Business Day is in the next succeeding calendar month, in which case such Floating Rate Interest Reset Date and Interest Payment Date shall be the immediately preceding EURIBOR Business Day.

The term "EURIBOR Business Day" means any day that is not a Saturday or Sunday and that, in the City of New York or the City of London, is not a day on which banking institutions are generally authorized or obligated by law to close, and is a day on which the TARGET System, or any successor thereto, operates.

The term "Floating Rate Interest Period" means the period from and including a Floating Rate Interest Reset Date (or, in the case of the first such period, March 6, 2019) to but excluding the next succeeding Floating Rate Interest Reset Date and, in the case of the last such period, from and including the Floating Rate Interest Reset Date immediately preceding the Floating Rate Maturity Date or Floating Rate Principal Payment Date, as the case may be, to but not including the later of the Floating Rate Maturity Date or the Floating Rate Principal Payment Date, as the case may be. If the Floating Rate Principal Payment Date or Floating Rate Maturity Date is not a EURIBOR Business Day, then the principal amount of the Securities of this Series plus accrued and unpaid interest thereon shall be paid on the next succeeding EURIBOR Business Day and no interest shall accrue for the Floating Rate Maturity Date, Floating Rate Principal Payment Date or any day thereafter.