Obligation The Kola-Cola Company 0% ( US191216BB52 ) en USD

The Kola-Cola Company

100 % ⇌

Etas-Unis

US191216BB52 ( en USD )

0%

05/03/2015 - Obligation échue

Prospectus brochure de l'obligation The Coca-Cola Company US191216BB52 en USD 0%, échue

2 000 USD

500 000 000 USD

191216BB5

NR

NR

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 US191216BB52, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/03/2015

L'Obligation émise par The Kola-Cola Company ( Etas-Unis ) , en USD, avec le code ISIN US191216BB52, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par The Kola-Cola Company ( Etas-Unis ) , en USD, avec le code ISIN US191216BB52, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-170331
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities
Amount to be
Aggregate Offering
Aggregate Offering
Amount of
to be Registered

Registered

Price Per Unit

Price

Registration Fee(1)

Floating Rate Notes due
2015
$500,000,000 100.000%
$500,000,000

1.150% Notes due 2018

$1,250,000,000
99.784%

$1,247,300,000

2.500% Notes due 2023

$750,000,000
99.592%

$746,940,000

Total
$2,500,000,000

$2,494,240,000 $340,214.34

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 4, 2010)
$2,500,000,000
$500,000,000 Floating Rate Notes due 2015
$1,250,000,000 1.150% Notes due 2018
$750,000,000 2.500% Notes due 2023
We are offering $500,000,000 principal amount of Floating Rate Notes due 2015, which we refer to in this prospectus supplement as our "floating rate notes," $1,250,000,000 principal amount of 1.150% Notes due 2018,
which we refer to in this prospectus supplement as our "2018 notes" and $750,000,000 principal amount of 2.500% Notes due 2023, which we refer to in this prospectus supplement as our "2023 notes." We collectively refer
to our 2018 notes and our 2023 notes as the "fixed rate notes" and all of the series of notes offered hereby as our "notes."
The floating rate notes will bear interest at a rate per annum, reset quarterly, equal to three-month LIBOR (as defined) minus 0.02%. The 2018 notes will bear interest at a rate per annum of 1.150% and the 2023 notes will
bear interest at a rate per annum of 2.500%. We will pay interest on the floating rate notes on March 5, June 5, September 5 and December 5 of each year, beginning June 5, 2013. We will pay interest on the fixed rate notes on
April 1 and October 1 of each year, beginning on October 1, 2013. The floating rate notes will mature on March 5, 2015, the 2018 notes will mature on April 1, 2018 and the 2023 notes will mature on April 1, 2023. The
floating rate notes may not be redeemed prior to maturity. We may redeem the fixed rate notes at our option and at any time, either in whole or in part, at the applicable redemption price described in this prospectus
supplement. The notes will be our unsecured obligations and will rank equally with our unsecured senior indebtedness from time to time outstanding. The notes will be issued only in denominations of $2,000 and in integral
multiples of $1,000.
The notes will not be listed on any securities exchange or quoted on any automated quotation system. There are currently no public markets for the notes.
Investing in the notes involves risks. Please see "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference into this prospectus supplement and
the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or adequacy of this prospectus supplement or the
accompanying prospectus. Any representation to the contrary is a criminal offense.
Per Floating
Per
Per

Rate Note

Total
2018 Note
Total
2023 Note
Total

Public
offering
price
100.000%$500,000,000 99.784%$1,247,300,000 99.592%$746,940,000
Underwriting discounts and commissions

0.125%$
625,000
0.350%$
4,375,000
0.450%$ 3,375,000
Proceeds, before expenses, to The Coca-Cola Company

99.875%$499,375,000 99.434%$1,242,925,000 99.142%$743,565,000
The public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from March 5, 2013.
Joint Book-Running Managers
BNP PARIBAS

Citigroup

Credit Suisse

Morgan Stanley
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Co-Managers
ING

J.P. Morgan

Wells Fargo Securities

The date of this prospectus supplement is February 28, 2013.
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TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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SUMMARY
S-1

SELECTED FINANCIAL DATA
S-4

USE OF PROCEEDS
S-5

RATIOS OF EARNINGS TO FIXED CHARGES
S-5

CAPITALIZATION
S-6

DESCRIPTION OF NOTES
S-7

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
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UNDERWRITING
S-14

LEGAL OPINIONS
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Prospectus

ABOUT THIS PROSPECTUS
1

WHERE YOU CAN FIND MORE INFORMATION
1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
2

OUR COMPANY
3

USE OF PROCEEDS
4

RATIOS OF EARNINGS TO FIXED CHARGES
4

DESCRIPTION OF DEBT SECURITIES
5

DESCRIPTION OF CAPITAL STOCK
19

DESCRIPTION OF WARRANTS
22

DESCRIPTION OF DEPOSITARY SHARES
23

DESCRIPTION OF PURCHASE CONTRACTS
26

PLAN OF DISTRIBUTION
27

LEGAL MATTERS
28
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EXPERTS
28
In this prospectus supplement, except as otherwise indicated, the terms "Company," "we," "us" or "our" mean The Coca-Cola Company and all entities included in its consolidated financial statements.
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ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering in two separate documents. The accompanying prospectus provides general information about us and securities we may offer from time to time, some of which may not apply
to this offering. This prospectus supplement describes the specific details regarding this offering. Generally, when we refer to the "prospectus," we are referring to both documents combined. Additional information is
incorporated by reference in this prospectus supplement. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus filed by us with the Securities and Exchange
Commission (the "SEC"). We have not, and the underwriters have not, authorized anyone else to provide you with different or additional information. If anyone provides you with different or inconsistent information, you
should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should not assume that the information in this prospectus
supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement 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. 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 statements relating to volume growth, share of sales and earnings per share growth, and statements expressing general views about future operating results--are forward-looking statements. Management believes
that these forward-looking statements are reasonable as and when made. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our
historical experience and our present expectations or projections. These risks include, but are not limited to, obesity and other health concerns; water scarcity and poor quality; changes in the nonalcoholic beverage business
environment and retail landscape; increased competition; increased demand for food products and decreased agricultural productivity; consolidation in the retail channel or the loss of key retail or foodservice customers; an
inability to expand operations in developing and emerging markets; fluctuations in foreign currency exchange rates; interest rate increases; an inability to maintain good relationships with our bottling partners; a deterioration in
our bottling partners' financial condition; increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters; increased or new indirect taxes in the United States or in other major markets;
increased cost, disruption of supply or shortage of energy or fuels; increased cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials; changes in laws and regulations relating to
beverage containers and packaging; significant additional labeling or warning requirements or limitations on the availability of our products; an inability to protect our information systems against service interruption,
misappropriation of data or breaches of security; unfavorable general economic conditions in the United States; unfavorable economic and political conditions in international markets; litigation or legal proceedings; adverse
weather conditions; climate change; damage to our brand image and corporate reputation from negative publicity related to product safety or quality, human and workplace rights, obesity or other issues, even if unwarranted;
changes in, or failure to comply with, the laws and regulations applicable to our products or our business operations;
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changes in accounting standards; an inability to achieve our overall long-term goals; continuing uncertainty in the global credit markets; one or more of our counterparty financial institutions defaulting on their obligations to us
or failing; an inability to realize additional benefits targeted by our productivity and reinvestment program; an inability to renew collective bargaining agreements on satisfactory terms, or we or our bottling partners experience
strikes, work stoppages or labor unrest; future impairment charges; future multi-employer plan withdrawal liabilities; an inability to successfully integrate and manage our Company-owned or -controlled bottling operations;
global or regional catastrophic events; and other risks discussed in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2012, which filings are available from the SEC. You
should not place undue reliance on forward-looking statements, which speak only as of the date 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 supplement and the accompanying prospectus and does not contain all of the information that you shoul
consider in making your investment decision. You should read this summary together with the more detailed information appearing elsewhere in this prospectus supplement, as well as the information in th
accompanying prospectus and in the documents incorporated by reference into this prospectus supplement or the accompanying prospectus. You should carefully consider, among other things, the matters discussed i
the sections titled "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012, which is incorporated by reference into this prospectus supplement and the accompanying prospectus.
OUR COMPANY
General
The Coca-Cola Company is the world's largest 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 a
waters, enhanced waters, juices and juice drinks, ready-to-drink teas and coffees, and energy and sports drinks. We own and market four of the world's top five nonalcoholic sparkling beverage brands: Coca-Cola, Diet Cok
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 as well as independently owned bottlin
partners, distributors, wholesalers and retailers--the world's largest beverage distribution system. Of the approximately 57 billion beverage servings of all types consumed worldwide every day, beverages bearing trademark
owned by or licensed to us account for more than 1.8 billion servings.
We believe that our success depends on our ability to connect with consumers by providing them with a wide variety of options to meet their desires, needs and lifestyle choices. Our success further depends on the ability o
our people to execute effectively, every day.
Our goal is to use our Company's assets--our brands, financial strength, unrivaled distribution system, global reach, and the talent and strong commitment of our management and associates--to become more competitive an
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 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 genera
information about us is available. We are not incorporating the contents of the website into this prospectus supplement or the accompanying prospectus.

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THE OFFERING
Issuer
The
Coca-Cola
Company.
Securities Offered
$500,000,000 principal amount of Floating Rate Notes due 2015.

$1,250,000,000 principal amount of 1.150% Notes due 2018.

$750,000,000 principal amount of 2.500% Notes due 2023.
Maturity Date
The floating rate notes: March 5, 2015.

The 2018 notes: April 1, 2018.

The 2023 notes: April 1, 2023.
Interest Rate
The floating rate notes: three-month LIBOR minus 0.02%, reset quarterly, payable quarterly in arrears.

The 2018 notes: 1.150% per annum, payable semi-annually in arrears.

The 2023 notes: 2.500% per annum, payable semi-annually in arrears.
Interest Payment Dates
The floating rate notes: March 5, June 5, September 5 and December 5 of each year, commencing on June 5, 2013.

The fixed rate notes: April 1 and October 1 of each year, commencing on October 1, 2013.
Optional Redemption
We may redeem any series of the fixed rate notes at our option and at any time, either as a whole or in part, at the applicable redemption price described under "Description of the
Notes--Optional Redemption." The floating rate notes may not be redeemed prior to maturity.
Ranking
The notes will be our unsecured obligations and will rank equally with our unsecured senior indebtedness from time to time outstanding.
Further Issues
We may, at any time, without notice to or the consent of the holders of the notes, create and issue further notes ranking equally with any series of the notes in all respects (or in all
respects other than the payment of interest accruing prior to the issue date of such further notes or except for, in some cases, the first payment of interest following the issue date of
such further notes).
Book Entry; Form and Denominations
We will issue the notes in the form of one or more global notes in definitive, fully registered, book-entry form. The global notes will be deposited with or on behalf of The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee of DTC. The notes will be issued in U.S. dollars in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

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Use of Proceeds
We expect to use the net proceeds from the offering to fund the redemption of the outstanding 5.00% Notes due 2013, 7.375% Notes due 2014 and 4.25% Notes due 2015, each
issued by our wholly-owned subsidiary Coca-Cola Refreshments USA, Inc. ("CCR"), to pay related fees and expenses, including redemption premiums, and for general corporate
purposes. See "Use of Proceeds."
Tax Considerations
You should consult your tax advisor with respect to the U.S. federal income tax consequences of owning the notes in light of your own particular situation and with respect to any tax
consequences arising under the laws of any state, local, foreign or other taxing jurisdiction. See "Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders."
Governing Law
The notes and the indenture will be governed by the laws of the State of New York.
Trustee
Deutsche Bank Trust Company Americas.
Risk Factors
See "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of certain relevant factors you should carefully consider before
deciding to invest in the notes.

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