Item 8.01 Other Events.

On March 25, 2020, The Coca-Cola Company (the "Company") completed a public offering of $1,000,000,000 aggregate principal amount of its 2.950% Notes due 2025, $1,000,000,000 aggregate principal amount of its 3.375% Notes due 2027, $1,250,000,000 aggregate principal amount of its 3.450% Notes due 2030, $500,000,000 aggregate principal amount of its 4.125% Notes due 2040 and $1,250,000,000 aggregate principal amount of its 4.200% Notes due 2050 (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 March 20, 2020 (the "Underwriting Agreement"), among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, 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.

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:

· should not in all instances be treated as categorical statements of fact, but

rather as a way of allocating the risk to one of the parties if those

statements prove to be inaccurate;

· may have been qualified by disclosures that were made to the other party in

connection with the negotiation of the applicable agreement, which disclosures

are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be

viewed as material to you or other investors; and

· were made only as of the date of the applicable agreement or such other date or


   dates as may be specified in the agreement and are subject to more recent
   developments.

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      Underwriting Agreement, dated March 20, 2020, between the Company
1.1          and BofA Securities, Inc.,  Citigroup Global Markets Inc., J.P.
             Morgan Securities LLC and Wells Fargo Securities, LLC, as
             representatives of the several underwriters named therein.
  Exhibit      Amended and Restated Indenture, dated as of April 26, 1988,
4.1          between the Company and Deutsche Bank Trust Company Americas, as
             successor to Bankers Trust Company, as trustee.
  Exhibit      First Supplemental Indenture, dated as of February 24, 1992, to
4.2          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.
  Exhibit      Second Supplemental Indenture, dated as of November 1, 2007, to
4.3          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.
  Exhibit      Form of Note for 2.950% Notes due 2025.
4.4
  Exhibit      Form of Note for 3.375% Notes due 2027.
4.5
  Exhibit      Form of Note for 3.450% Notes due 2030.
4.6
  Exhibit      Form of Note for 4.125% Notes due 2040.
4.7
  Exhibit      Form of Note for 4.200% Notes due 2050.
4.8
  Exhibit      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
5.1
  Exhibit      Consent of Skadden, Arps, Slate, Meagher & Flom LLP - included as
23.1         part of Exhibit 5.1 hereto.
Exhibit 104  Cover Page Interactive Data File (the cover page XBRL tags are
             embedded within the Inline XBRL document).

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