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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF

1934

For the fiscal year ended December

31, 2018

OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF

1934

For the transition period from to

Commission File Number

001-02217(Exact name of Registrant as specified in its charter)

Delaware

58-0628465

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

One Coca-Cola Plaza,

Atlanta, Georgia 30313

(Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (404)

676-2121

Securities registered pursuant to Section

12(b) of the Act:

Title of each class Name of each exchange on which registered Common Stock, $0.25 Par Value New York Stock Exchange

Floating Rate Notes Due 2019 New York Stock Exchange Floating Rate Notes Due 2019 New York Stock Exchange

0.000% Notes Due 2021 New York Stock Exchange

1.125% Notes Due 2022 New York Stock Exchange

0.75% Notes Due 2023 New York Stock Exchange

0.500% Notes Due 2024 New York Stock Exchange

1.875% Notes Due 2026 New York Stock Exchange

1.125% Notes Due 2027 New York Stock Exchange

1.625% Notes Due 2035 New York Stock Exchange

1.100% Notes Due 2036 New York Stock Exchange

Securities registered pursuant to Section

12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule

405 of the Securities Act. Yes No

Indicate by check mark if the Registrant is not required to file reports pursuant to Section

13 or Section

15(d) of the Exchange Act. Yes No

Indicate by check mark whether the Registrant (1)

has filed all reports required to be filed by Section

13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File requi

red to be submitted pursuant to Rule

405 of Regulation

S-T (§

232.405 of this chapter) during the preceding 12

months (or for such shorter period that the Registrant was required to submit such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item

405 of Regulation

S-K (§

229.405 of this chapter) is not

contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statement

s incorporated by reference in Part

III of this Form

10-K or any amendment to this Form

10-K.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-

accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “larg e accelerated filer," “accelerated filer," “smaller repo rting company" and “emerging growth company" in Rule

12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 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 provi ded pursuant to Section 13(a) of the Exchange Act. Indicate by check mark if the Registrant is a shell company (as defined in Rule

12b-2 of the Exchange Act). Yes No

The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes, but without conceding, that all executive officers and Directors are “affilia tes" of the Registrant) as of June

29, 2018, the last business day of the

Registrant's most recently completed second fiscal quarter, was $184 ,986,760,847 (based on the closing sale price of the Registrant's Common Stock on that date as reported on the New York Stock Exchange). The number of shares outstanding of the Registrant's Common Stock as of February

15, 2019, was 4,275,340,031.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company's Proxy Statement for the Annual Meeting of Shareowners to be held on April

24, 2019, are incorporated by

reference in Part III.

THE COCA-COLA COMPANY AND SUBSIDIARIES

Table of Contents

Page Forward-Looking Statements ....................................................................... ... 1 Part I Item 1. Business ....................................................................... ..................... 2 Item 1A. Risk Factors ....................................................................... ................. 9 Item 1B. Unresolved Staff Comments ....................................................................... .... 20 Item 2. Properties ....................................................................... ................... 21 Item 3. Legal Proceedings ....................................................................... ............ 21 Item 4. Mine Safety Disclosures ....................................................................... ....... 23 Item X.

Executive Officers of the Company ..................................................................... 24

Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and

Issuer Purchases of Equity Securities .................................................................. 27

Item 6. Selected Financial Data ....................................................................... ....... 29 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations ....................... 29

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk ............................................... 68

Item 8.

Financial Statements and Supplementary Data ........................................................... 70

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ....................... 153

Item 9A. Controls and Procedures ....................................................................... ....... 153 Item 9B. Other Information ....................................................................... ............ 153 Part III Item 10.

Directors, Executive Officers and Corporate Governance .................................................. 154

Item 11. Executive Compensation ....................................................................... ....... 154 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ....................................................................... . 154 Item 13.

Certain Relationships and Related Transactions, and Director Independence .................................. 154

Item 14.

Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154 Part IV Item 15.

Exhibits and Financial Statement Schedules .............................................................. 155

Item 16.

Form 10-K Summary ....................................................................... .......... 165 Signatures ....................................................................... ................... 165 1

FORWARD-LOOKING STATEMENTS

This report contains information that may constitute "forward-looking statements." Generally, the words "believe," "expect," "intend,"

“estimate," “anticipate," “project," “will" and similar expressions identify forward-looking statements, wh

ich generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including stateme nts relating to volume growth, share of sales and earnings per share growth, and stat ements expressing general views about future operating results - are forward-looking statements. Management believes that these forward-l ooking statements are reasonable as and when made. Howe ver, caution should be taken not to place undue reliance on any such forward- looking statements because such statements speak only a s of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by la w. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company's actual results to di ffer materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limit ed to, those described in Part

I, “Item

1A. Risk Factors" and elsewhere

in this report and those described from time to time in our future repor ts filed with the Securities and Exchange Commission. 2

PART I

ITEM 1. BUSINESS

In this report, the terms “The Coca-Cola Company," “Company," “we," “us" and “our" mean The Coca-Cola Company and a ll entities included in our consolidated financial statements.

General

The Coca-Cola Company is the world's largest nonalcoholic beverage co mpany. We own or license and market more than 500 nonalcoholic beverage brands, which we group into the following category clusters: sparkling soft drinks; water, enhanced wate r and sports drinks; juice, dairy and plant-based beverages; tea and coffee; a nd energy drinks. We own and market four of the world's top five

nonalcoholic sparkling soft drink brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing our trademarks,

sold in the United States since 1886, are now sold in more than 200 coun tries and territories. We make our branded beverage products available to consumers throughout t he world through our network of independent bottling partners, distributors, wholesalers and retailers as well as Company-own ed or -controlled bottling and distribution operations - the world's largest beverage distribution system. Beverages bearing trade marks owned by or licensed to us account for more than

1.9 billion of the approximately 61 billion servings of all beverages co

nsumed worldwide every day. We believe our success depends on our ability to connect with consumers b y providing them with a wide variety of beverage options to meet their desires, needs and lifestyles. Our success further depends on the ability of our people to execute effectively, eve ry day. Our objective is to use our Company's assets - our brands, finan cial strength, unrivaled distribution system, global reach, and the talent and strong commitment of our management and associates - to be come more competitive and to accelerate growth in a manner that creates value for our shareowners. We were incorporated in September 1919 under the laws of the State of Del aware and succeeded to the business of a Georgia corporation with the same name that had been organized in 1892.

Operating Segments

The Company's operating structure is the basis for our internal fin ancial reporting. As of December

31, 2018, our operating structure

included the following operating segments, which are sometimes referred to as “operating groups" or “groups":

Europe, Middle East and Africa

Latin America

North America

Asia Pacific

Bottling Investments

Our operating structure as of December 31, 2018 also included Corporate, which consists of two components: (1) a center focused on strategic initiatives, policy and governance and (2) an enabling servi ces organization focused on both simplifying and standard izing key transactional processes and providing support to business units through global centers of excellence.

In January 2019, we established a new operating segment, Global Ventures, which includes the results of Costa Limited (“Costa"),

which we acquired on January 3, 2019, and the results of our innocent an d DoČadan businesses as well as fees earned pursuant to distribution coordination agreements between the Company and Monster Bev erage Corporation (“Monster"). Refer to Note 22 of

Notes to Consolidated Financial Statements set forth in Part II, “Item 8. Financial Statements and Supplementary Data" of t

his report for information regarding the Costa acquisition. Except to the extent that differences among operating segments are mater ial to an understanding of our business taken as a who le, the description of our business in this report is presented on a consolidate d basis.

Products and Brands

As used in this report:

“concentrates" means avoring ingredients and, depending on the product, sweeteners used to prepare syrups or finished beverages and includes powders or minerals for purified water products “syrups" means beverage ingredients produced by combining concentr ates and, depending on the product, sweeteners and added water; 3 “fountain syrups" means syrups that are sold to fountain retailers , such as restaurants and convenience stores, which use dispensing equipment to mix the syrups with sparkling or still water at the time of purchase to produce finished beverages that are served in cups or glasses for immediate consumption; “Company Trademark Beverages" means beverages bearing our trademarks and certai n other beverage products bearing trademarks licensed to us by third parties for which we provide marketin g support and from the sale of which we derive economic benefit; and

“Trademark Coca-Cola Beverages" or “Trademark Coca-Cola" means beverages bearing the trademark Coca-Cola o

r any trademark that includes Coca-Cola or Coke (that is, Coca-Cola, Coca-Col a Life, Diet Coke/Coca-Cola Light and Coca-Cola Zero Sugar and all their variations and any line extensions, including c affeine free Diet Coke, Cherry Coke, etc.). Likewise,

when we use the capitalized word “Trademark" together with the name of one of our other beverage product

s (such as

“Trademark Fanta," “Trademark Sprite" or “Trademark Simply"), we mean beverages bearing the indicated trademark

(that is, Fanta, Sprite or Simply, respectively) and all its variations and line e xtensions (such that “Trademark Fanta" includes Fanta

Orange, Fanta Zero Orange, Fanta Apple, etc.; “Trademark Sprite" includes Sprite, Diet Sprite, Sprite Zero, Sprite Li

ght, etc.; and “Trademark Simply" includes Simply Orange, Simply Apple, Simply Grapefr uit, etc.).

Our Company markets, manufactures and sells:

beverage concentrates, sometimes referred to as “beverage bases," and syrups, including fountain syrups (we refer to this part of our business as our “concentrate business" or “concentrate oper ations"); and finished sparkling soft drinks and other nonalcoholic beverages (we r efer to this part of our business as our “finished product business" or “finished product operations"). Generally, finished product operations generate higher net operating r evenues but lower gross profit margins than concentrate operations. In our domestic and international concentrate operations, we typically g enerate net operating revenues by selling concentrates, syrups and certain finished beverages to authorized bottling operations (to which we typically refer as our “bottlers" or our “bottling partners"). Our bottling partners either combine the concentrates with sweeteners ( depending on the product), still water and/or sparkling water, or combine the syrups with sparkling water to produce finished beverages. The finished beverages are packaged in authorized containe rs, such as cans and refillable and nonrefillable glass and plastic bott les, bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or, in some cases, through wholesalers or oth er bottlers. In addition, outside the United States, ou r bottling partners are typically authorized to manufacture fountain syrups, using our concentrate, which they sell to fountain retailers for use in producing beverages for immediate consumption, or to authorized fountain wholesalers who in turn sell and distribute the founta in syrups to fountain retailers. Our concentrate operations are included in our geographic operating segments. Our finished product operations generate net operating revenues by sel ling sparkling soft drinks and a variety of other finished nonalcoholic beverages, such as water, enhanced water and sports drinks; juice, dairy and plant-based beverages; tea and coffee ; and energy drinks, to retailers or to distributors and wholesalers who distr ibute them to retailers. These operations consist prima rily of Company-owned or -controlled bottling, sales and distribution operations , which are included in our Bottling Investments operat ing segment. In certain markets, the Company also operates non-bottling fi nished product operations in which we sell finished beverag es to distributors and wholesalers that are generally not one of the Compan y's bottling partners. These operations are generally i ncluded in one of our geographic operating segments. In the United States, we ma nufacture fountain syrups and sell them to fountain retailers, who use the fountain syrups to produce beverages for immediat e consumption, or to authorized fountain wholesalers or bottling partners, who resell the fountain syrups to fountain retailers. These fountain syrup sales are included in our North A merica operating segment. For information regarding net operating revenues and unit case volume rel ated to our concentrate operations and finished product operations, refer to the heading “Our Business - General" set f orth in Part

II, “Item

7. Management's Discussion and Analysis of

Financial Condition and Results of Operations" of this report, which is incorporated herein by reference. For information regarding how we measure the volume of Company beverage p roducts sold by the Company and our bottling partners

(“Coca-Cola system"), refer to the heading “Operations Review - Beverage Volume" set forth in Part

II, “Item

7. Management's

Discussion and Analysis of Financial Condition and Results of Operations" of this report, which is incorporated herein by

reference. 4 We own and market numerous valuable nonalcoholic beverage brands, includi ng the following:

sparkling soft drinks: Coca-Cola, Diet Coke/Coca-Cola Light, Coca-Cola Zero Sugar, Fanta, Schweppes,* Sprite, Thums Up;

water, enhanced water and sports drinks: Aquarius, Dasani, glacéau smartwater, glacéau vitaminwater, Ice Dew

, I LOHAS,

Powerade;

juice, dairy and plant-based beverages: AdeS, Del Valle, innocent, Minute Maid, Minute Maid Pulpy, Simply, ZICO; and

tea and coffee: Ayataka, Costa, FUZE TEA, Georgia, Gold Peak, HONEST TEA. * Schweppes is owned by the Company in certain countries other than the

United States.

In addition to the beverage brands we own, we also provide marketing sup port and otherwise participate in the sales of other nonalcoholic beverage brands through licenses, joint ventures and strate gic partnerships, including, but not limited to, the fo llowing: Certain Coca-Cola system bottlers distribute certain brands of Monster, primarily Monster Energy, in designated territories in the United States, Canada and other international territories pursuant t o distribution coordination agreements between the Company and Monster and related distribution agreements between Monster and Coca-Cola system bottlers.

We have a strategic partnership with Aujan Industries Company J.S.C. (“Aujan"), one of the largest independent beverage

companies in the Middle East. We own 50 percent of the entity that holds the rights in certain territories to br ands produced and distributed by Aujan, including Rani, a juice brand, and Barbican, a avored malt beverage brand. We and certain of our bottling partners distribute products of fairlife, LLC (“fairlife"), our joint venture with Select Milk Producers, Inc., a dairy cooperative, including fairlife ultra-filtered milk and Core Power, a high-protein milk shake, in the

United States and Canada.

Consumer demand determines the optimal menu of Company product offerings . Consumer demand can vary from one market to another and can change over time within a single market. Employing our b usiness strategy, our Company seeks to further build it s existing brands and, at the same time, to broaden its portfolio of brand s, products and services in order to create and satisfy consumer demand in every market.

Distribution System

We make our branded beverage products available to consumers in more than

200 countries and territories through our network

of independent bottling partners, distributors, wholesalers and retailer s as well as Company-owned or -controlled bottling and distribution operations - the world's largest beverage distributio n system. Consumers enjoy finished beverage products bearing trademarks owned by or licensed to us at a rate of more than 1.9 billion servings each day. We continue to expand our marketing presence in an effort to increase our unit case volume and net operating revenues in developed, developing and emerging markets Our strong and stable bottling and distribution system helps us to captu re growth by manufacturing, distributing and selling ex isting, enhanced and new innovative products to our consumers throughout the wor ld. The Coca-Cola system sold 29.6 billion, 29.2 billion and 29.3 billion un it cases of our products in 2018, 2017 and 2016, respe ctively. Sparkling soft drinks represented 69 percent of our worldwide unit case volume for each of 2018, 2017 and 2016. Trademark Coca-Cola accounted for 45 percent of our worldwide unit case volume for each of 2018, 2017 and 2016. In 2018, unit case volume in the United States represented 18 percent ofquotesdbs_dbs13.pdfusesText_19

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