Obligation The Kola-Cola Company 3.3% ( US191216AV26 ) en USD

The Kola-Cola Company

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Etas-Unis

US191216AV26 ( en USD )

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01/09/2021 - Obligation échue

Prospectus brochure de l'obligation The Coca-Cola Company US191216AV26 en USD 3.3%, échue

2 000 USD

1 324 210 000 USD

191216AV2

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The Coca-Cola Company est une multinationale américaine productrice et distributrice de boissons non alcoolisées, dont la marque phare, Coca-Cola, est l'une des plus reconnues au monde.

L'Obligation émise par The Kola-Cola Company ( Etas-Unis ) , en USD, avec le code ISIN US191216AV26, paye un coupon de 3.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/09/2021

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TABLE OF CONTENTS
Table of Contents
Filed pursuant to Rule 424(b)(3)
Registration No. 333-177600
PROSPECTUS
Offer to exchange $1,654,924,000 aggregate principal amount of 1.80% Notes Due 2016 (CUSIP
Nos. 191216AS9/U19121AG4) (which we refer to as the "old 2016 notes") for $1,654,924,000 aggregate principal amount of
1.80% Notes due 2016 that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), (which
we refer to as the "new 2016 notes"); and
Offer to exchange $1,324,430,000 aggregate principal amount of 3.30% Notes due 2021 (CUSIP
Nos. 191216AT7/U19121AH2) (which we refer to as the "old 2021 notes" and, collectively with the old 2016 notes, the "old
notes") for $1,324,430,000 aggregate principal amount of 3.30% Notes due 2021 that have been registered under the
Securities Act (which we refer to as the "new 2021 notes" and, collectively with the new 2016 notes, the "new notes").
The exchange offer will expire at 5:00 p.m., New York City time, on December 13, 2011, unless we extend the exchange
offer in our sole and absolute discretion.
Terms of the exchange offer:
·
We will exchange new 2016 notes for all outstanding old 2016 notes that are validly tendered and not withdrawn prior
to the expiration of the exchange offer.
·
We will exchange new 2021 notes for all outstanding old 2021 notes that are validly tendered and not withdrawn prior
to the expiration of the exchange offer.
·
You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.
·
The terms of the new notes are substantially identical to those of the outstanding old notes, except that the transfer
restrictions and registration rights relating to the old notes do not apply to the new notes.
·
The exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes. You
should see the discussion under the caption "Certain U.S. Federal Income Tax Consequences" for more information.
·
We will not receive any proceeds from the exchange offer.
·
We issued the old notes in a transaction not requiring registration under the Securities Act, and as a result, their
transfer is restricted. We are making the exchange offer to satisfy your registration rights, as a holder of the old notes.
There is no established trading market for the new notes or the old notes.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will
deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. Broker-dealers who acquired the old notes directly from us in the initial offering
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must, in the absence of an exemption, comply with the registration and prospectus delivery requirements of the Securities Act in
connection with the secondary resales and cannot rely on the position of the staff of the Securities and Exchange Commission (the
"Commission") enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988). We have agreed that, for a
period of 180 days following the completion of this exchange offer, we will use commercially reasonable efforts to make this
prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
See "Risk Factors" beginning on page 11 for a discussion of risks you should consider prior to
tendering your outstanding old notes for exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 10, 2011.
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You should rely only on the information contained or incorporated by reference in this prospectus. We have not, and the
trustee has not, authorized anyone to provide you with information different from that contained or incorporated by reference
in this prospectus. We are not, and the trustee is not, making an offer of these securities in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the new notes.
TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
iii

SUMMARY

1

SUMMARY OF THE EXCHANGE OFFER

3

CONSEQUENCES OF NOT EXCHANGING OLD NOTES

8

RISK FACTORS
11

SELECTED FINANCIAL DATA
12

USE OF PROCEEDS
13

RATIO OF EARNINGS TO FIXED CHARGES
14

THE EXCHANGE OFFER
15

DESCRIPTION OF THE NEW NOTES
22

CERTAIN MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
33

PLAN OF DISTRIBUTION
34

LEGAL MATTERS
35

EXPERTS
35

WHERE YOU CAN FIND MORE INFORMATION
35
In this prospectus, except as otherwise indicated, the terms "Company," "we," "us" or "our" mean The Coca-Cola Company and
all entities included in our consolidated financial statements.
This prospectus incorporates by reference important business and financial information about us that is not included in or
delivered with this document. Copies of this information are available without charge to any person to whom this prospectus is
delivered, upon written or oral request. Written requests should be sent to:
Office of the Secretary
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
Oral requests should be made by telephoning (404) 676-2121.
In order to obtain timely delivery, you must request the information no later than December 6, 2011, which is five
business days before the expiration date of the exchange offer.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference herein may contain statements, estimates or projections that
constitute "forward-looking statements" as defined under U.S. federal securities laws. Generally, the words "believe," "expect,"
"intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are
not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to
differ materially from our Company's historical experience and our present expectations or projections. These risks include, but are
not limited to, obesity and other health concerns; scarcity and quality of water; changes in the nonalcoholic beverages business
environment, including changes in consumer preferences based on health and nutrition considerations and obesity concerns, shifting
consumer tastes and needs, changes in lifestyles and competitive product and pricing pressures; risks related to the assets acquired
and liabilities assumed in the acquisition, as well as the integration, of Coca-Cola Enterprises Inc.'s North American business;
continuing uncertainty in the credit and equity market conditions; increased competition; our ability to expand our operations in
developing and emerging markets; foreign currency exchange rate fluctuations; increases in interest rates; our ability to maintain good
relationships with our bottling partners; the financial condition of our bottling partners; increases in income tax rates or changes in
income tax laws; increases in indirect taxes or new indirect taxes; our ability and the ability of our bottling partners to maintain good
labor relations, including the ability to renew collective bargaining agreements on satisfactory terms and avoid strikes, work
stoppages or labor unrest; increase in the cost, disruption of supply or shortage of energy; increase in the cost, disruption of supply or
shortage of ingredients or packaging materials; changes in laws and regulations relating to beverage containers and packaging,
including container deposit, recycling, eco-tax and/or product stewardship laws or regulations; adoption of significant additional
labeling or warning requirements; unfavorable general economic conditions in the United States or other major markets; unfavorable
economic and political conditions in international markets, including civil unrest and product boycotts; litigation uncertainties;
adverse weather conditions; our ability to maintain brand image and corporate reputation as well as other product issues such as
product recalls; changes in, or our failure to comply with, laws and regulations applicable to our products or our business operations;
changes in accounting standards and taxation requirements; our ability to achieve overall long-term goals; our ability to protect our
information technology infrastructure; additional impairment charges; our ability to successfully manage Company-owned or
controlled bottling operations; the impact of climate change on our business; global or regional catastrophic events; and other risks
discussed in our filings with the Commission, including our Annual Report on Form 10-K for the year ended December 31, 2010 and
our subsequently filed Quarterly Reports on Form 10-Q, which filings are available from the Commission. You should not place
undue reliance on forward-looking statements, which speak only as of the dates they are made. We undertake no obligation to publicly
update or revise any forward-looking statements.
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SUMMARY
This summary highlights selected information contained in, or incorporated by reference into, this prospectus and does not
contain all of the information that you should consider in making your decision to tender your old notes in this exchange offer.
You should read this summary together with the more detailed information appearing elsewhere in this prospectus as well as the
information in the documents incorporated by reference into this prospectus. You should carefully consider, among other things,
the matters discussed in the sections titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31,
2010, which is incorporated by reference into this prospectus.
Our Company
Overview
The Coca-Cola Company is the world's largest nonalcoholic beverage company. We own or license and market more than 500
nonalcoholic beverage brands, primarily sparkling beverages but also a variety of still beverages such as waters, enhanced waters,
juices and juice drinks, ready-to-drink teas and coffees, and energy and sports drinks. Along with Coca-Cola, which is recognized as
the world's most valuable brand, we own and market four of the world's top five nonalcoholic sparkling beverage brands, including
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 countries.
We make our branded beverage products available to consumers throughout the world through our network of Company-owned
or controlled bottling and distribution operations, bottling partners, distributors, wholesalers and retailers--the world's largest
beverage distribution system. Of the approximately 55 billion beverage servings of all types consumed worldwide every day,
beverages bearing trademarks owned by or licensed to us account for approximately 1.7 billion.
We were incorporated in September 1919 under the laws of the State of Delaware and succeeded to the business of a Georgia
corporation with the same name that had been organized in 1892.
Our principal office is located at One Coca-Cola Plaza, Atlanta, Georgia 30313, and our telephone number at that address is
(404) 676-2121. We maintain a website at www.thecoca-colacompany.com where general information about us is available. We are
not incorporating the contents of the website into this prospectus.
The CCE Transactions
On October 2, 2010, we acquired the North American business of Coca-Cola Enterprises Inc. ("CCE"), one of our major
bottlers, consisting of CCE's production, sales and distribution operations in the United States, Canada, the British Virgin Islands, the
United States Virgin Islands and the Cayman Islands, and a substantial majority of CCE's corporate segment. CCE shareowners other
than the Company exchanged their CCE common stock for common stock in a new entity named Coca-Cola Enterprises, Inc. ("New
CCE"), which after the closing of the transaction continued to hold the European operations that had been held by CCE prior to the
acquisition. The Company does not have any ownership interest in New CCE. Upon completion of the CCE transaction, we combined
the management of the acquired North American business with the management of our existing foodservice business, Minute Maid and
Odwalla juice businesses, North America supply chain operations and Company-owned bottling operations in Philadelphia,
Pennsylvania, into a unified bottling and customer service organization, Coca-Cola Refreshments USA, Inc. ("CCR"). In addition, we
reshaped our remaining Coca-Cola North America operations into an organization that primarily provides franchise leadership and
consumer marketing and innovation for the North American market. As a result of the CCE transaction and related reorganization, our
North American businesses operate as aligned and agile organizations with distinct capabilities, responsibilities and strengths.
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In contemplation of the closing of our acquisition of CCE's North American business, we reached an agreement with Dr Pepper
Snapple Group, Inc. ("DPS") to distribute certain DPS brands in territories where DPS brands had been distributed by CCE prior to
the CCE transaction. Under the terms of our agreement with DPS, concurrently with the closing of the CCE transaction, we entered
into license agreements with DPS to distribute Dr Pepper trademark brands in the U.S., Canada Dry in the Northeast U.S., and Canada
Dry and C' Plus in Canada, and we made a net one-time cash payment of $715 million to DPS. Under the license agreements, the
Company agreed to meet certain performance obligations to distribute DPS products in retail and foodservice accounts and vending
machines. The license agreements have initial terms of 20 years, with automatic 20-year renewal periods unless otherwise terminated
under the terms of the agreements. The license agreements replaced agreements between DPS and CCE existing immediately prior to
the completion of the CCE transaction. In addition, we entered into an agreement with DPS to include Dr Pepper and Diet Dr Pepper
in our Coca-Cola Freestyle fountain dispensers in certain outlets throughout the United States. The Coca-Cola Freestyle agreement
has a term of 20 years.
On October 2, 2010, we sold all of our ownership interests in Coca-Cola Drikker AS, our Norwegian bottling operation, and
Coca-Cola Drycker Sverige AB, our Swedish bottling operation, to New CCE for approximately $0.9 billion in cash. In addition, in
connection with the acquisition of CCE's North American business, we granted to New CCE the right to acquire our majority interest
in our German bottler at any time from 18 to 39 months after February 25, 2010, at the then current fair value and subject to terms and
conditions as mutually agreed.
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SUMMARY OF THE EXCHANGE OFFER
The old 2016 notes and old 2021 notes were initially issued on August 10, 2011 in a private offering pursuant to Rule 144A
and Regulation S under the Securities Act. Additional old 2016 notes and old 2021 notes were later issued in connection with the
settlement, on August 19, 2011 and September 1, 2011, of a private offer to certain eligible holders to exchange notes of certain
series issued by CCR for a combination of old 2016 notes or old 2021 notes, as applicable, and cash (the "CCR Exchange Offer").
Old 2016 Notes
1.80% Notes due 2016, which were issued on August 10, 2011, August 19, 2011 and
September 1, 2011.

Old 2021 Notes
3.30% Notes due 2021, which were issued on August 10, 2011, August 19, 2011 and
September 1, 2011.

New 2016 Notes
1.80% Notes due 2016, the issuance of which has been registered under the Securities
Act. The terms of the new 2016 notes are substantially identical to those of the old 2016
notes, except that the transfer restrictions and registration rights relating to the old 2016
notes do not apply to the new 2016 notes.

New 2021 Notes
3.30% Notes due 2021, the issuance of which has been registered under the Securities
Act. The terms of the new 2021 notes are substantially identical to those of the old 2021
notes, except that the transfer restrictions and registration rights relating to the old 2021
notes do not apply to the new 2021 notes.

Exchange Offer for 2016 Notes
We are offering to issue up to $1,654,924,000 aggregate principal amount of the new
2016 notes in exchange for a like principal amount of the old 2016 notes to satisfy our
obligations under the registration rights agreement that was executed on the date of initial
issuance of the old notes.

Exchange Offer for 2021 Notes
We are offering to issue up to $1,324,430,000 aggregate principal amount of the new
2021 notes in exchange for a like principal amount of the old 2021 notes to satisfy our
obligations under the registration rights agreement that was executed on the date of initial
issuance of the old notes.

Expiration Date; Tenders
The exchange offer will expire at 5:00 p.m., New York City time, on December 13, 2011,
unless extended in our sole and absolute discretion. By tendering your old notes, you
represent to us that:

· you are not our "affiliate," as defined in Rule 405 under the Securities Act;

· any new notes you receive in the exchange offer are being acquired by you in the
ordinary course of your business;

· neither you nor anyone receiving new notes from you, has any arrangement or
understanding with any person to participate in a distribution, as defined in the
Securities Act, of the new notes;
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· you are not holding old notes that have, or are reasonably likely to have, the status
of an unsold allotment in the initial offering;

· you are not acting on behalf of any person who, to your knowledge, could not
truthfully make the foregoing representations; or

· if you are a broker-dealer, you will receive the new notes for your own account in
exchange for old notes that were acquired by you as a result of your market-making
or other trading activities and that you will deliver a prospectus in connection with
any resale of the new notes you receive. For further information regarding resales
of the new notes by participating broker-dealers, see the discussion under the
caption "Plan of Distribution."

Withdrawal; Non-Acceptance
You may withdraw any old notes tendered in the exchange offer at any time prior to
5:00 p.m., New York City time, on December 13, 2011. If we decide for any reason not
to accept any old notes tendered for exchange, the old notes will be returned to the
registered holder at our expense promptly after the expiration or termination of the
exchange offer. In the case of the old notes tendered by book-entry transfer into the
exchange agent's account at The Depository Trust Company ("DTC"), any withdrawn or
unaccepted old notes will be credited to the tendering holder's account at DTC. For
further information regarding the withdrawal of tendered old notes, see "The Exchange
Offer--Terms of the Exchange Offer; Period for Tendering Old Notes" and the "The
Exchange Offer--Withdrawal Rights."

Conditions to the Exchange Offer
The exchange offer is subject to customary conditions, which we may waive. See the
discussion below under the caption "The Exchange Offer--Conditions to the Exchange
Offer" for more information regarding the conditions to the exchange offer.

Procedures for Tendering the Old Notes You must do one of the following on or prior to the expiration of the exchange offer to
participate in the exchange offer:

· tender your old notes by sending the certificates for your old notes, in proper form
for transfer, a properly completed and duly executed letter of transmittal, with any
required signature guarantees, and all other documents required by the letter of
transmittal, to Deutsche Bank Trust Company Americas, as exchange agent, at one
of the addresses listed below under the caption "The Exchange Offer--Exchange
Agent;" or
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· tender your old notes by using the book-entry transfer procedures described below
and transmitting a properly completed and duly executed letter of transmittal, with
any required signature guarantees, or an agent's message instead of the letter of
transmittal, to the exchange agent. In order for a book-entry transfer to constitute a
valid tender of your old notes in the exchange offer, Deutsche Bank Trust Company
Americas, as exchange agent, must receive a confirmation of book-entry transfer of
your old notes into the exchange agent's account at DTC prior to the expiration of the
exchange offer. For more information regarding the use of book-entry transfer
procedures, including a description of the required agent's message, see the
discussion below under the caption "The Exchange Offer--Book-Entry Transfers."

Special Procedures for Beneficial
If you are a beneficial owner whose old notes are registered in the name of the broker,
Owners
dealer, commercial bank, trust company or other nominee and you wish to tender your old
notes in the exchange offer, you should promptly contact the person in whose name the old
notes are registered and instruct that person to tender on your behalf. If you wish to tender
in the exchange offer on your own behalf, prior to completing and executing the letter of
transmittal and delivering your old notes, you must either make appropriate arrangements
to register ownership of the old notes in your name or obtain a properly completed bond
power from the person in whose name the old notes are registered.

Certain Material Federal Income Tax
The exchange of the old notes for new notes in the exchange offer will not be a taxable
Considerations
transaction for United States federal income tax purposes. See the discussion under the
caption "Certain Material Federal Income Tax Considerations" for more information
regarding the tax consequences to you of the exchange offer.

Use of Proceeds
We will not receive any proceeds from the exchange offer.

Exchange Agent
Deutsche Bank Trust Company Americas is the exchange agent for the exchange offer. You
can find the address and telephone number of the exchange agent below under the caption
"The Exchange Offer--Exchange Agent."

Resales
Based on interpretations by the staff of the Commission, as set forth in no-action letters
issued to the third parties, we believe that the new notes you receive in the exchange offer
may be offered for resale, resold or otherwise transferred without compliance with the
registration and prospectus delivery provisions of the Securities Act. However, you will
not be able to freely transfer the new notes if:

· you are our "affiliate," as defined in Rule 405 under the Securities Act;
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