The Coca-Cola Company Announces Expiration of Early Participation Period of Previously Announced Exchange Offer

ATLANTA--(BUSINESS WIRE)-- The Coca-Cola Company ("Company") today announced the expiration of the early participation period in connection with its offer to certain eligible holders to exchange specified series of outstanding debt securities issued by Coca-Cola Refreshments USA, Inc. ("CCR"), a wholly-owned subsidiary of the Company, for a combination of debt securities to be issued by the Company and cash, the complete terms of which are set forth in an Offering Memorandum, dated August 3, 2011, and the related Letter of Transmittal.

In the exchange offer, according to information provided by Global Bondholder Services Corporation, the exchange agent for the exchange offer, $1.02 billion in aggregate principal amount of CCR notes were validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on August 16, 2011 (the "Early Participation Date") as more fully set forth below. The Company will accept all CCR notes that were tendered for exchange at or prior to the Early Participation Date and expects to settle the exchange offer for these notes on August 19, 2011 (the "Early Settlement Date"). The aggregate principal amount at maturity of CCR notes accepted for exchange on the Early Settlement Date will reduce the maximum principal amount of CCR notes that may be accepted for exchange on any subsequent settlement date, as more fully set forth in the Offering Memorandum.

The total exchange price for each $1,000 principal amount at maturity of CCR notes tendered and accepted for payment pursuant to the exchange offer will equal the discounted value on the Early Settlement Date of the remaining payments of principal at maturity and interest (excluding accrued and unpaid interest to but not including the Early Settlement Date) per $1,000 principal amount at maturity of the tendered series of CCR notes through the maturity date of such series of CCR notes, using the yield equal to the sum of the bid-side yield of a designated U.S. Treasury Security as of 11 a.m., New York City time, on August 17, 2011 (the "Pricing Time") plus a fixed spread as set forth in the applicable table above. The total exchange price will also include an "Early Participation Payment" per $1,000 principal amount at maturity of CCR Notes tendered and accepted for exchange by the Company as set forth in the applicable table above. The total exchange price will be payable in the applicable series of New Notes and cash as set forth in the Offering Memorandum.

Each holder whose CCR notes are accepted for exchange by the Company will receive a cash payment representing interest, if any, that has accrued from the most recent interest payment date in respect of the CCR notes to but not including the applicable settlement date. Holders will not be entitled to interest accrued on the New Notes from August 10, 2011 to but not including the applicable settlement date although the first interest payment following the applicable settlement date will include the interest accrued during such period. Accordingly, interest accrued on the New Notes up to but not including the applicable settlement date will be deducted from the interest payable by the Company on the CCR notes. If the amount of interest accrued on the New Notes up to but not including the applicable settlement date exceeds the amount of interest payable by the Company on the CCR notes, then the excess will be deducted from the cash portion of the consideration payable by the Company in respect of the total exchange price or the exchange price, as the case may be. Holders of Zero Coupon Notes due 2020 do not receive any periodic cash payments representing interest and therefore the interest accrued on the New Notes up to but not including the applicable settlement date will be deducted from the cash portion of the consideration payable by the Company to holders of Zero Coupon Notes due 2020 in respect of the total exchange price or the exchange price, as the case may be.

The exchange offer is scheduled to expire at midnight, New York City time, on August 30, 2011, unless extended or earlier terminated. Holders of CCR notes subject to the exchange offer who tender their CCR notes for New Notes and cash after the Early Participation Date but prior to the expiration date will be eligible to receive the total exchange price minus the early participation payment as set forth in the applicable table above per $1,000 principal amount at maturity of CCR notes tendered and accepted for exchange. In such case, the early participation payment will be deducted from the cash portion of the total exchange price. Tenders of CCR notes in the exchange offer may no longer be withdrawn, except where additional withdrawal rights are required by law (as determined by the Company in its sole discretion). Consummation of the exchange offer is subject to a number of conditions, including a "tax fungibility condition" as set forth in the Offering Memorandum and the absence of certain adverse legal and market developments.

The 2016 Notes will constitute a further issuance of, form a single series with, and have the same CUSIP numbers as, the 1.80% notes due 2016 that the Company issued for cash on August 10, 2011. The 2021 Notes will constitute a further issuance of, form a single series with, and have the same CUSIP numbers as, the 3.30% notes due 2021 that the Company issued for cash on August 10, 2011.

If and when issued, the New Notes will not have been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. The New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The exchange offer is only made, and copies of the exchange offer documents will only be made available, to a holder of CCR notes who has certified in an eligibility letter certain matters to the Company, including its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or that it is a person other than a "U.S. person" as defined in Rule 902 under the Securities Act. Holders of CCR notes who desire a copy of the eligibility letter may contact Global Bondholder Services Corporation toll-free at (866) 488-1500 or at (212) 430-3774 (banks and brokerage firms).

This news release does not constitute an offer or an invitation by the Company to participate in the exchange offer in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.

Forward-Looking Statements

This news release includes forward-looking statements. Actual events and results may differ materially from those projected. The statements in this news release regarding the planned exchange offer, the terms thereof and other statements that are not historical facts are forward-looking statements. Factors that could affect actual results include general market conditions and other factors discussed in the Company's Form 10-K for the period ended December 31, 2010, the Company's Form 10-Qs for the periods ended April 1, 2011 and July 1, 2011, and the Company's other filings with the SEC.

The Coca-Cola Company
Investors and Analysts:
Jackson Kelly, +01-404-676-7563
or
Media:
Kent Landers, +01-404-676-2683
or
Global Bondholder Services Corporation
Exchange Offer Contacts:
+01-866-488-1500
or
+01-212-430-3774 (Banks and Brokerage Firms)

Source: The Coca-Cola Company

Released August 17, 2011