Obligation Coca-Cola USA Beverages 4.5% ( US191219BW39 ) en USD

Coca-Cola USA Beverages

100 % ⇌

Etas-Unis

US191219BW39 ( en USD )

4.5% par an ( paiement semestriel )

15/08/2019 - Obligation échue

Prospectus brochure de l'obligation Coca-Cola Refreshments USA US191219BW39 en USD 4.5%, échue

2 000 USD

250 000 000 USD

191219BW3

AA- ( Haute qualité )

NR

Coca-Cola Refreshments USA est la filiale américaine de Coca-Cola, responsable de la fabrication, de la distribution et de la vente de boissons de la marque Coca-Cola et d'autres marques partenaires aux États-Unis.

L'Obligation émise par Coca-Cola USA Beverages ( Etas-Unis ) , en USD, avec le code ISIN US191219BW39, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2019

L'Obligation émise par Coca-Cola USA Beverages ( Etas-Unis ) , en USD, avec le code ISIN US191219BW39, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Coca-Cola USA Beverages ( Etas-Unis ) , en USD, avec le code ISIN US191219BW39, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B2 1 d424b2.htm FINAL PROSPECTUS SUPPLEMENT
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Calculation of the Registration Fee

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered

Offering Price
Fee(1)
4.500% Notes Due 2019

$250,000,000
$ 13,950
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

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FILED PURSUANT TO
RULE 424 (B) (2)
REGISTRATION NO. 333-144967
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 29, 2008
$250,000,000

4.500% Notes due 2019

The 4.500% Notes due 2019 (the "Notes") will mature on August 15, 2019, unless earlier redeemed in whole. We will pay
interest on the Notes semi-annually in arrears on each February 15 and August 15, beginning February 15, 2010. We have the
option to redeem all or a portion of the Notes at any time, or from time to time, on no less than 30 or more than 60 days'
notice mailed to holders of the Notes, at the applicable make-whole price set forth in this prospectus supplement, plus
accrued and unpaid interest, if any.
The Notes will be unsecured and unsubordinated obligations and will rank equally with all of our other existing and future
unsecured senior indebtedness. The Notes will be issued only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
We do not intend to list the Notes on any securities exchange.
Investing in the Notes involves risks. Please refer to the risk factors beginning on page 5 of the
accompanying prospectus and in the documents we file with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and which we incorporate by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to the
contrary is a criminal offense.

Per Note
Total
Public offering price (1)

98.982%
$247,455,000
Underwriting discount

0.450%
$ 1,125,000
Proceeds to Coca-Cola Enterprises Inc. (before expenses)

98.532%
$246,330,000
(1) Plus accrued interest from August 7, 2009, if settlement occurs after that date.
Delivery of the Notes in book-entry only form will be made through The Depository Trust Company ("DTC") on or about
August 7, 2009.
Joint Book-Running Managers

BofA Merrill Lynch
BNP PARIBAS
HSBC
J.P. Morgan

Co-Managers

Loop Capital Markets, LLC

The Williams Capital Group, L.P.
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No person has been authorized to give any information or to make any representations other than those
contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us
or incorporated by reference herein or therein and, if given or made, such information or representation must not be
relied upon as having been authorized. This prospectus supplement, the accompanying prospectus and any free
writing prospectus prepared by us do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the securities described in this prospectus supplement or an offer to sell or the solicitation of an offer to
buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this
prospectus supplement, the accompanying prospectus or any free writing prospectus prepared by us nor any sale
made hereunder or thereunder shall, under any circumstances, create any implication that the information contained
or incorporated by reference herein or therein is correct as of any time subsequent to the date of such information.
TABLE OF CONTENTS

Page
Prospectus Supplement

FORWARD-LOOKING INFORMATION

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THE OFFERING

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USE OF PROCEEDS

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DESCRIPTION OF NOTES

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
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UNDERWRITING
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LEGAL MATTERS
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EXPERTS
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Prospectus

FORWARD-LOOKING STATEMENTS

3
WHERE TO FIND MORE INFORMATION

4
RISK FACTORS

5
COCA-COLA ENTERPRISES INC.

8
COCA-COLA ENTERPRISES FINANCE LT 1 COMMANDITE S.C.A.

9
CCE'S RATIO OF EARNINGS TO FIXED CHARGES

10
USE OF PROCEEDS

11
THE SECURITIES

12
DESCRIPTION OF DEBT SECURITIES

12
DESCRIPTION OF DEBT WARRANTS

44
DESCRIPTION OF CURRENCY WARRANTS

45
PLAN OF DISTRIBUTION

47
LEGAL MATTERS

49
EXPERTS

49
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This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of
the Notes and also adds to and updates the information contained in the accompanying prospectus and the documents
incorporated by reference into the accompanying prospectus. The second part is the accompanying prospectus, which gives
more general information, some of which may not apply to the Notes. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying
prospectus or any document that has previously been filed, on the other hand, the information in this prospectus supplement
shall control.

Unless provided otherwise or the context otherwise requires, references in this prospectus supplement to the
"Company," "CCE," "we," "us" and "our" are to Coca-Cola Enterprises Inc. and its subsidiaries.

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FORWARD-LOOKING INFORMATION
Some of the statements contained in this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference herein or therein constitute forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements relate to future events or our
future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual
results to be materially different from those expressed or implied by any forward-looking statements. For a discussion of the
factors you should carefully consider before deciding to purchase any securities that may be offered, please read "Risk
Factors" in our most recently filed Annual Report on Form 10-K and our most recently filed Quarterly Report on Form 10-Q,
as well as those risk factors that may be included herein. In addition, you should carefully consider the following and other
information included or incorporated by reference in this prospectus supplement.
In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "can,"
"could," "estimate," "expect," "intend," "may," "plan," "project," "should," "target," "will," "would," or similar expressions.
These statements are only predictions. Actual events or results may differ materially due to a number of factors, including,
without limitation:

· we may not be able to respond successfully to changes in the marketplace;

· our sales can be adversely impacted by the health and stability of the general economy;

· concerns about health and wellness could further reduce the demand for some of our products;

· our business success is dependent upon our relationship with The Coca-Cola Company;

· our business in Europe is vulnerable to products being imported from outside our territories, which adversely

affects our sales;

· increases in costs or limitation of supplies of raw materials could hurt our financial results;

· miscalculation of our need for infrastructure investment could impact our financial results;

· the level of our indebtedness could restrict our operating flexibility and limit our ability to incur additional debt to

fund future needs;

· unexpected changes in interest or non-U.S. currency exchange rates, or changes in our debt rating, could harm our

financial position;

· unexpected resolutions of legal contingencies could impact our financial results;

· legislative or regulatory changes that affect our products, distribution, or packaging could reduce demand for our

products or increase our costs;

· additional taxes levied on us could harm our financial results;

· adverse weather conditions could limit the demand for our products;

· if we are unable to renew collective bargaining agreements on satisfactory terms, if we experience employee strikes

or work stoppages or if changes are made to employment laws or regulations, our business and financial results
could be negatively impacted;

· inaccurate estimates or assumptions used to prepare our Consolidated Financial Statements could lead to

unexpected financial results;

· if we, The Coca-Cola Company, or other licensors and bottlers of products we distribute are unable to maintain a
positive brand image or if product liability claims or product recalls are brought against us, The Coca-Cola

Company, or other licensors and bottlers of products we distribute, our business, financial results, and brand image
may be negatively affected;

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· technology failures could disrupt our operations and negatively impact our business;

· we may not fully realize the expected cost savings and/or operating efficiencies from our restructuring and

outsourcing programs;

· any decisions in the future to implement additional restructuring programs and the costs thereof;

· increases in the cost of employee benefits, such as pension and other postretirement benefits, could impact our

financial results and cash flow;

· global or regional catastrophic events could impact our business and financial results;

· disagreements among bottlers could prevent us from achieving our business goals; and

· our primary competitors and franchisor are considering a merger transaction, and there is uncertainty about the

impact such a transaction would have on our business.
We caution you that these factors may not be exhaustive. Moreover, we do not, nor does any other person, assume
responsibility for the accuracy and completeness of those statements. We have no duty to update any of the forward-looking
statements after the date of this prospectus supplement. We operate in a continually changing business environment, and new
risks emerge from time to time. Management cannot predict such new risks or the impact of such new risks on our business.
Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

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THE OFFERING
The summary below sets forth some of the principal terms of the Notes. Please read the "Description of Notes" section
in this prospectus supplement and the "Description of Debt Securities" section in the accompanying prospectus for a more
detailed description of the terms and conditions of the Notes.

Issuer
Coca-Cola Enterprises Inc.
Notes
$250,000,000 aggregate principal amount of 4.500% Notes due 2019.
Maturity of Notes
The Notes mature on August 15, 2019, unless redeemed in whole as
described below under "Description of Notes Optional Redemption."
Interest
We will pay interest on the Notes at the rate of 4.500% per annum from
August 7, 2009 on each February 15 and August 15, beginning on February
15, 2010.
Ranking
The Notes will be unsecured and unsubordinated obligations and will rank
equally in right of payment to all of our other existing and future unsecured
senior indebtedness.
Optional Redemption
We have the option to redeem all or a portion of the Notes at any time, or
from time to time, on no less than 30 or more than 60 days' notice mailed to
holders of the Notes, at the applicable make-whole price set forth in this
prospectus supplement, plus accrued and unpaid interest, if any. See
"Description of Notes -- Optional Redemption."
Sinking Fund
None.
Use of Proceeds
We expect to use the net proceeds of this offering for general corporate
purposes, which may include the repayment of certain outstanding
indebtedness, including the Company's 7.125% Notes due September 2009 in
the amount of $131 million. See "Use of Proceeds."
Additional Notes
The Notes issued in this offering will be initially issued in an aggregate
principal amount of $250,000,000. We may, without notice to or consent of
the holders or beneficial owners of the Notes, issue in a separate offering
additional notes having the same ranking, interest rate, maturity and other
terms as the Notes. The Notes and any such additional notes will constitute a
single series under the indenture.
Form
The Notes will be represented by one or more global securities (the "global
securities") registered in the name of the nominee of DTC. Beneficial
interests in the global securities will be shown on, and transfers thereof will
be effected only through, records maintained by DTC and its participants.
Except as described herein, beneficial interests in the global securities may
not be exchanged for definitive Notes in registered certificated form. The
Notes will be issued only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. We expect that the Notes will trade in
DTC's Same-Day Funds Settlement System until maturity or earlier

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redemption, and secondary market trading activity for the Notes will
therefore be required by DTC to settle in immediately available funds. We
will make all payments of principal, premium, if any, and interest in

immediately available funds. See "Description of Notes--Same-Day
Settlement and Payment." In the event that Notes are issued in registered
certificated form, such Notes may be transferred or exchanged at the offices
described in the immediately following paragraph.

Payments on the Notes issued in book-entry form will be made to DTC's
nominee as the holder of the global securities. In the event the Notes are
issued in registered certificated form, principal, premium, if any, and interest
will be payable, the transfer of the Notes will be registrable, and the Notes
will be exchangeable for Notes bearing identical terms and provisions, at the
office of the trustee in The City of New York designated for such purpose,
provided that payment of interest on an interest payment date may be made at
our option by check mailed to the address of the person entitled thereto as
shown in the security register for the Notes.

No Listing
We do not intend to list the Notes on any securities exchange.
Trustee and Paying Agent
Deutsche Bank Trust Company Americas.
Governing Law
New York law.

Certain Risk Factors
An investment in the Notes involves risks. Please refer to the risk factors
beginning on page 5 of the accompanying prospectus and in the documents
we file with the SEC pursuant to the Exchange Act and which we incorporate
by reference herein.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $246,030,000, after deducting the
underwriting discount and certain offering expenses. We expect to use the net proceeds of this offering for general corporate
purposes, which may include the repayment of certain outstanding indebtedness, including the Company's 7.125% Notes due
September 2009 in the amount of $131 million.

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DESCRIPTION OF NOTES
The following description of the terms of the Notes offered in this prospectus supplement and referred to in the
accompanying prospectus as the "debt securities" supplements the description of the general terms of debt securities in the
accompanying prospectus, to which description you are referred. The Notes will constitute a single series of debt securities
and will be issued under the indenture (the "indenture") dated as of August 1, 2008 between us and Deutsche Bank Trust
Company Americas, as trustee (the "Trustee"). The following summaries of certain provisions of the indenture do not purport
to be complete, and are subject to, and are qualified in their entirety by reference to, all the provisions of the indenture,
including the definitions in the indenture of certain terms.
The Notes will mature on August 15, 2019, unless redeemed in whole as described below under "--Optional
Redemption." The Notes will bear interest from August 7, 2009 at the rate of 4.500% per year. Interest on the Notes will be
payable semi-annually in arrears on each February 15 and August 15 (each such day, an "interest payment date"), beginning
February 15, 2010, to the persons in whose names the Notes are registered at the close of business on the 15th calendar day
preceding the respective interest payment date. Interest on the Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.
The Notes issued in this offering will be initially issued in an aggregate principal amount of $250,000,000. The Notes
will be issued in book-entry only form through the facilities of DTC in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. We may, without notice to or consent of the holders or beneficial owners of the Notes,
issue in a separate offering additional notes having the same ranking, interest rate, maturity and other terms as the Notes. The
Notes and any such additional notes will constitute a single series under the indenture.
The Notes will constitute part of our unsecured and unsubordinated obligations and will rank equally in right of payment
to all of our other existing and future unsecured senior obligations. Our rights and the rights of our creditors, including
holders of Notes, to participate in the distribution of assets of any of our subsidiaries upon such subsidiary's liquidation or
recapitalization, or otherwise, will be subject to the prior claims of such subsidiary's preferred equity holders and creditors,
except to the extent that we may ourselves be a creditor with recognized claims against such subsidiary.
The indenture permits the defeasance of debt securities upon the satisfaction of the conditions described under
"Description of Debt Securities--Defeasance" in the accompanying prospectus. The Notes are subject to these defeasance
provisions.
We do not intend to list the Notes on any securities exchange.
Optional Redemption
We have the option to redeem all or a portion of the Notes at any time, or from time to time, on no less than 30 or more
than 60 days' notice mailed to holders thereof, at a redemption price equal to the greater of (a) 100% of the principal amount
of the Notes to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments (as defined below)
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 0.20% (20 basis points), plus, in either case, accrued and unpaid interest, if any, on
the principal amount being redeemed to, but excluding, the redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield
to maturity (computed as of the second business day immediately preceding such redemption date) of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date.

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