Obligation Coca-Cola European Partners Americas 2.125% ( US459284AA37 ) en USD

Coca-Cola European Partners Americas

100 % ⇌

Etas-Unis

US459284AA37 ( en USD )

2.125% par an ( paiement semestriel )

15/09/2015 - Obligation échue

Prospectus brochure de l'obligation Coca-Cola European Partners US US459284AA37 en USD 2.125%, échue

100 000 USD

475 000 000 USD

459284AA3

BBB ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

Coca-Cola European Partners plc est une société de boissons établie au Royaume-Uni qui embouteille, distribue et vend des produits Coca-Cola dans plusieurs pays européens.

L'obligation Coca-Cola European Partners US (ISIN : US459284AA37, CUSIP : 459284AA3), émise aux États-Unis pour un montant total de 475 000 000 USD, avec un coupon de 2,125% payable deux fois par an, d'une taille minimale d'achat de 100 000 USD, est arrivée à maturité le 15/09/2015 et a été intégralement remboursée à son prix nominal de 100%, ayant bénéficié d'une notation BBB de Standard & Poor's et A3 de Moody's.

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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NO. 333-168565-01
Calculation of the Registration Fee

Maximum
Amount of
Aggregate
Registration
Title of Each Class of Securities Offered
Offering Price
Fee(1)
2.125% Notes Due 2015
$473,252,000
$33,742.87
3.500% Notes Due 2020
$520,406,250
$37,104.97

(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 SEPTEMBER 1, 2010
$1,000,000,000
International CCE Inc.
(to be renamed Coca-Cola Enterprises, Inc.)
$475,000,000 2.125% Notes due 2015
$525,000,000 3.500% Notes due 2020
International CCE Inc. will change its name to Coca-Cola Enterprises, Inc. ("New CCE") following the closing of the merger
and separation transaction (the "Transaction") described under "International CCE Inc.--Recent Developments" in the
prospectus attached hereto. Until the Transaction is consummated, New CCE will be a wholly owned subsidiary of Coca-
Cola Enterprises Inc. ("Old CCE") without the assets that will become part of New CCE upon closing of the Transaction. Old
CCE, to be renamed Coca-Cola Refreshments USA, Inc. and Coca-Cola Refreshments Canada ULC following the closing of
the Transaction, will not guarantee or otherwise have any obligations with respect to these Notes.
The 2.125% Notes due 2015 (the "2015 Notes") will mature on September 15, 2015 and the 3.500% Notes due 2020 (the
"2020 Notes" and, together with the 2015 Notes, the "Notes") will mature on September 15, 2020, unless, in either case,
earlier redeemed in whole. We will pay interest on the Notes semi-annually in arrears on each March 15 and September 15,
beginning March 15, 2011. We have the option to redeem all or a portion of the Notes of each series at any time, or from time
to time, on no less than 30 nor more than 60 days' notice mailed to holders thereof, each at the applicable make-whole price
set forth in this prospectus supplement, plus accrued and unpaid interest, if any. We must redeem all of the Notes under the
circumstances and at the redemption price described under "Description of Notes--Special Mandatory Redemption."
The Notes will be unsecured and unsubordinated obligations and will rank equally with all of our future unsecured senior
indebtedness. The Notes will be issued only in minimum denominations of $100,000 and integral multiples of $1,000 in
excess thereof.
We do not intend to list either series of the Notes on any securities exchange.
Investing in the Notes involves risks. Please refer to the risk factors beginning on page S-4 herein
and page 4 of the accompanying prospectus and the risk factors included in the prospectus dated
August 25, 2010 forming a part of the registration statement on Form S-4 filed by New CCE
("New CCE's Form S-4") with the Securities and Exchange Commission (the "SEC") and in New
CCE's reports filed with 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 2015 Note
2015 Note Total
Per 2020 Note

2020 Note Total
Public offering price (1)

99.632%
$473,252,000
99.125%
$520,406,250
Underwriting discount

0.350%
$ 1,662,500
0.450%
$ 2,362,500
Proceeds to New CCE (before expenses)

99.282%
$471,589,500
98.675%
$518,043,750

(1) Plus accrued interest from September 14, 2010, 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
September 14, 2010.

BofA Merrill Lynch

Barclays Capital

BNP PARIBAS

Citi

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Credit Suisse

Deutsche Bank Securities

HSBC

RBS
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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

S-2
RISK FACTORS

S-4
THE OFFERING

S-7
USE OF PROCEEDS

S-9
DESCRIPTION OF NOTES
S-10
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-13
UNDERWRITING
S-17
NOTICE TO PROSPECTIVE INVESTORS IN EUROPE
S-20
LEGAL MATTERS
S-21
EXPERTS
S-21
Prospectus

FORWARD-LOOKING STATEMENTS

1
WHERE TO FIND MORE INFORMATION

2
RISK FACTORS

4
INTERNATIONAL CCE INC.

14
RATIO OF EARNINGS TO FIXED CHARGES

17
USE OF PROCEEDS

18
PROSPECTUS SUPPLEMENT

19
DESCRIPTION OF DEBT SECURITIES

19
PLAN OF DISTRIBUTION

49
LEGAL MATTERS

50
EXPERTS

50
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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," "New CCE," "we," "us" and "our" are to International CCE Inc.

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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 (the "Securities Act"), 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 the Notes, please read "Risk
Factors" in the prospectus dated August 25, 2010 forming a part of New CCE's Form S-4, as well as those risk factors that
are included herein and in the accompanying prospectus. 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:

· our business success, including our financial results, depends upon our relationship with The Coca-Cola Company

("TCCC");

· 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;

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

· changes in our relationships with large customers may adversely impact our financial results;

· our business 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;

· our financial results could be significantly impacted by currency exchange rates, and currency devaluations could

impair our competitiveness;

· changes in interest rates or our debt rating could harm our financial results and financial position;

· 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;

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

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

· 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;

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

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

· unexpected resolutions of contingencies could impact our financial results;

· we may be affected by global climate change or by legal, regulatory, or market responses to such change;

· our historical financial information may not be representative of our results as a separate company and, therefore,

may not be reliable as an indicator of future results;

· our indebtedness following completion of the Transaction could adversely affect us;

· increases in the cost of employee benefits, including pension retirement benefits, could impact our financial results

and cash flow;

· following completion of the Transaction, we may be subject to assumed liabilities or indemnification obligations

that are greater than expected;

· following completion of the Transaction, we may fail to realize the anticipated benefits of the separation, which

could adversely affect the value of any of our securities;

· the Transaction is subject to the receipt of certain required clearances or approvals from governmental entities that

could prevent or delay completion of the Transaction or impose conditions that could have a material adverse affect
on us;

· we and the businesses we will acquire will be subject to business uncertainties and contractual restrictions while the

Transaction is pending, which could have an adverse effect on us;

· we may have difficulty obtaining financing required for the Transaction on satisfactory terms;

· we could be subject to Old CCE's liabilities as a result of laws protecting creditors; and

· if the Transaction is not completed within the expected timeframe, we will be required to redeem the Notes and we

may not have or be able to obtain the funds necessary to redeem the Notes.
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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RISK FACTORS
An investment in the Notes involves risks. In consultation with your financial and legal advisers, you should carefully
consider, among other matters, the risk factors set forth below, as well as the risk factors beginning on page 4 of the
accompanying prospectus and in the documents New CCE files with the SEC pursuant to the Exchange Act, and the risk
factors in the prospectus dated August 25, 2010 forming a part of New CCE's Form S-4 with respect to the Transaction,
which risk factors we incorporate by reference herein, before deciding whether an investment in the Notes is suitable for you.
If the Transaction is not completed within the timeframe specified under "Description of Notes--Special Mandatory
Redemption", we will be required to redeem the Notes and may not have or be able to obtain the funds necessary to
redeem the Notes. In addition, if we are required to redeem the Notes, you may not obtain your expected return on the
Notes.
The Transaction may not be consummated within the timeframe specified under "Description of Notes--Special
Mandatory Redemption." Our ability to complete the Transaction is subject to various closing conditions, many of which are
beyond our control. If we are not able to consummate the Transaction within the specified timeframe, we will be required to
redeem all Notes at a redemption price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest to the redemption date. Prior to consummation of the Transaction, however, we will have minimal assets other than
the net proceeds of this offering, which will be less than 100% of the aggregate principal amount of the Notes. In addition,
the net proceeds of this offering will not be held in escrow and there will be no restrictions on our use of those proceeds.
Furthermore, Old CCE is not guaranteeing or supporting our obligations under the Notes, including our redemption
obligation. As a result, we may not have sufficient financial resources available to satisfy our obligations to repurchase the
Notes. This could be the case, for example, if we are unable to generate additional income with the net proceeds of this
offering to overcome the existing redemption price shortfall if the Transaction is not consummated within the timeframe
referred to above or if we commence a bankruptcy or reorganization case, or such a case is commenced against us, before the
date on which we are required to redeem the Notes. In addition, even if we are able to redeem the Notes pursuant to a special
mandatory redemption, you may not obtain your expected return on the Notes. Your decision to invest in the Notes is made at
the time of this offering of the Notes. You will not have any right to require us to repurchase your Notes if, between the
closing of this Notes offering and the closing of the Transaction, we experience any changes in our business, financial
condition, liquidity, results of operations or prospects, or if the terms of the Transaction or the financing thereof change.
The Transaction is subject to the receipt of certain required clearances or approvals from governmental entities that
could prevent or delay the completion of the Transaction or impose conditions that could have a material adverse effect on
Old CCE or New CCE.
Completion of the Transaction is conditioned upon the receipt of certain governmental clearances or approvals,
including, but not limited to, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and an approval under the Competition Act (Canada)
with respect to the Transaction. There can be no assurance that the required clearances and approvals will be obtained, and,
additionally, government authorities from which these clearances and approvals are required may impose conditions on the
completion of the Transaction or require changes to its terms. Under the terms of the Merger Agreement described in the
accompanying prospectus, each of TCCC, Old CCE and New CCE has agreed to use reasonable best efforts to obtain
governmental clearances or approvals necessary to complete the Transaction, subject to certain exceptions, including that
neither TCCC or any of its subsidiaries is required to take any such action which TCCC reasonably determines could be
material to the benefits expected to be derived by TCCC as a result of the Transaction or be material to the business of TCCC
and its subsidiaries or the North American business as currently conducted or as contemplated to be conducted following the
closing of the Transaction. There is no assurance that governmental authorities will not seek to impose conditions
unacceptable to one of the parties, in which case the Transaction could be significantly

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delayed or prevented, which could have a material adverse effect on Old CCE. If, in order to obtain any clearances or
approvals required to complete the Transaction, Old CCE or New CCE is required to divest itself of material assets, or New
CCE becomes subject to any material conditions after completion of the Transaction, New CCE's business and results of
operations after completion of the Transaction may be adversely affected. Other than the expiration or termination of the
applicable waiting period under the HSR Act and an approval under the Competition Act (Canada), TCCC, Old CCE and
New CCE do not expect that any additional material governmental clearances or approvals will be required.
Old CCE and New CCE will be subject to business uncertainties and contractual restrictions while the Transaction is
pending which could adversely affect their respective businesses.
Uncertainty about the effect of the Transaction on employees and customers may have an adverse effect on Old CCE,
including New CCE. Although Old CCE and New CCE are taking steps to reduce any adverse effects, these uncertainties
may impair their ability to attract, retain and motivate key personnel until the Transaction is completed and for a period of
time thereafter, and could cause customers, suppliers and others that do business with Old CCE, New CCE or the Norway
and Sweden companies (which constitute the Norway-Sweden Acquisition described under "International CCE Inc.--Recent
Developments" in the accompanying prospectus) to seek to change existing business relationships with Old CCE, New CCE
or the Norway and Sweden companies. In addition, the Merger Agreement restricts Old CCE from making acquisitions and
taking certain actions without TCCC's consent until the Transaction is completed or the Merger Agreement is terminated.
These restrictions may prevent Old CCE from pursuing otherwise attractive business opportunities and making other changes
to its business in response to events or circumstances that may arise before the Transaction is completed or the Merger
Agreement is terminated. New CCE is subject to similar risks which, if they materialize, may materially adversely affect the
business or results of operations of New CCE following completion of the Transaction, even if these risks do not materialize
with respect to Old CCE.
Upon completion of the Transaction, New CCE will be a holding company and the Notes will be effectively
subordinated to its subsidiaries' existing and future indebtedness.
Substantially all of New CCE's operations will be conducted through its subsidiaries upon completion of the
Transaction. As a result, New CCE's cash flow and its debt servicing, including the Notes, will depend in large part upon its
subsidiaries' cash flows and their ability to make dividend or other intercompany loan payments to New CCE. Additionally,
except to the extent New CCE may be a creditor with recognized claims against its subsidiaries, the claims of creditors of
New CCE's subsidiaries will have priority with respect to the assets and earnings of its subsidiaries over claims of New
CCE's direct creditors, including holders of the Notes. On a pro forma basis as of July 2, 2010, New CCE's subsidiaries
would have had approximately $8.3 billion of assets and approximately $5.7 billion of liabilities (including approximately
$1.7 billion of intercompany payables).
New CCE may have difficulty obtaining required financing on satisfactory terms.
Before the Transaction is consummated, New CCE will need to obtain financing, including this offering, to fund the
purchase price for the acquisition of the Norway and Sweden companies. See "Use of Proceeds." New CCE has obtained a
committed credit facility with a line of credit to provide for New CCE's working capital needs and for general corporate
purposes. After the Transaction is consummated, New CCE will no longer benefit from any financing arrangements with, or
cash advances from, Old CCE. New CCE may have difficulty obtaining financing on terms that are acceptable to it, if at all.
If New CCE fails to obtain the financing it needs, it could impair the completion of the Transaction or have a material
adverse effect on New CCE's business and financial condition after the Transaction is consummated. If New CCE obtains the
financing on disadvantageous terms, it could have a material adverse effect on New CCE's business and financial condition.

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There is currently no market for the Notes. We cannot assure you that an active trading market will develop.
Each series of Notes is a new issue of securities for a new issuer with no established trading market. We currently do not
intend to apply to list either series of the Notes on any securities exchange or to seek their admission to trading on any
automated quotation system. We have been advised by the underwriters that they presently intend to establish a secondary
market in the Notes after completion of this offering. However, they are under no obligation to do so and may discontinue
any secondary market for the Notes at any time without any notice. We cannot assure the liquidity of the trading market for
the Notes or that an active public market for the Notes will develop. If an active public trading market for the Notes does not
develop, the market price and liquidity of the Notes will be adversely affected. See "Underwriting."

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