TEXT-Fitch rates Coca-Cola's proposed issuance 'A+', outlook is stable

Thu Feb 28, 2013 3:26pm EST

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Feb 28 - Fitch Ratings has assigned an 'A+' rating to The Coca-Cola
Company's (Coca-Cola) proposed issuance of $2.5 billion of notes with
maturities of two-, five-, and 10-years. The Rating Outlook is Stable. A
complete list of ratings is provided at the end of this release.

The notes will be issued by Coca-Cola and will rank equally with the company's
senior unsecured obligations. Coca-Cola will use the net proceeds from the
offering to fund a $1.3 billion redemption of all of Coca-Cola Refreshments USA,
Inc.'s outstanding 5.00% notes due 2013, 7.375% notes due 2014 and 4.25% notes
due 2015, including redemption premiums, other outstanding indebtedness and for
general corporate purposes.

The new notes are being issued under the company's existing indenture dated
April 26, 1988. While the indenture's restrictive covenants include limitations
on secured debt and sale and leaseback transactions, the prospectus for the new
notes excludes those covenants. Coca-Cola is not bound by any financial
covenants. The two-year floating-rate notes may not be redeemed prior to
maturity. The five- and 10-year notes are callable by Coca-Cola subject to a
make-whole provision. Coca-Cola had $32.6 billion of debt as of Dec. 31, 2012.

KEY RATING DRIVERS

Coca-Cola ratings are supported by its position as the world's largest global
beverage company and the value of the Coca-Cola brand. Coca-Cola has 16 $1
billion brands, including Coca-Cola, Diet Coke, Sprite, Powerade, Minute Maid,
and Dasani. Given the prominence of carbonated soft drinks (CSDs) in Coca-Cola's
beverage portfolio, the ratings consider the multiyear decline in CSD volumes in
the U.S. and modest CSD growth in other developed countries. However, this risk
is mitigated by Coca-Cola's market strength in developing, high-growth
geographies.

Coca-Cola's ratings reflect the company's ability to consistently generate
considerable cash flow from operations (CFFO) and free cash flow (FCF).
Coca-Cola has demonstrated good execution and resiliency with topline and cash
flow growth driven by increasing volume, price/mix and improved operating
expense leverage, despite persistent global macroeconomic pressure. Consequently
Coca-Cola generated $10.6 billion and $3.3 billion of CFFO and FCF,
respectively, for the year ended Dec. 31, 2012, after generating $9.5 billion
and $2.3 billion for the year ended Dec. 31, 2011.

Fitch expects Coca-Cola's FCF to exceed $3 billion in 2013. Management continues
to meet or exceed its long-term financial targets of 3%-4% worldwide volume and
6%-8% operating income growth. Moreover, Coca-Cola should continue capturing
growth and increasing beverage per capita consumption outside of the U.S. as
consumer sentiment improves and the global recovery progresses.

Fitch is concerned about the significant growth in Coca-Cola's commercial paper
(CP) balance over the past year. CP reached $16.3 billion at the end of 2012
compared to $12.9 billion in 2011 and as a result represents approximately 50%
of the firm's overall capital structure. Despite the company's strong liquidity
and good market access, Fitch believes this level of CP could result in modestly
higher financial risk over the longer term.

The growth in CP balances results from Coca-Cola's mismatch between its U.S.
cash outflows and its significant international cash inflows which the company
has been reluctant to repatriate. Coca-Cola maintains a comparable cash balance
along with its committed bank lines to provide backup to its CP borrowings. At
Dec. 31, 2012, Coca-Cola's liquidity position of $22.9 billion consisted of
$13.5 billion of cash, $3.1 billion of short-term investments, and $6.3 billion
of availability under its committed credit lines and revolving credit facility.

Coca-Cola has committed to $3 billion to $3.5 billion of net share repurchases
in 2013, after repurchasing a net $3.1 billion in 2012, but has paced share
repurchases to FCF generation. While not anticipated, a material reduction in
Coca-Cola's cash balance without a commensurate reduction in debt could result
in a negative rating action.

At Dec. 31, 2012, Coca-Cola's leverage was 2.4x on a total debt to operating
EBITDA basis, up from 2.2x a year ago. Fitch considers leverage above 2.0x as
weak for the rating category but ratings incorporated the fact that Coca-Cola's
net leverage at Dec. 31, 2012 was 1.2x. Fitch believes Coca-Cola should address
its large CP balance in the near-to-intermediate term with any reduction in cash
matching any corresponding reduction in CP levels.

Ratings also consider the potential of future acquisitions given the company's
transaction history. Fitch recognizes Coca-Cola's acquisitions could be
partially funded with debt, but believes the company would likely restore credit
measures back in line within a reasonable timeframe given its excess cash
generation and cash flow growth. For large transactions, Fitch would expect
Coca-Cola to curtail share repurchases.

Coca-Cola has a manageable maturity schedule and robust access to the capital
markets. Fitch expects Coca-Cola to opportunistically refinance the approximate
$1.5 billion and $2.6 billion of long-term debt due in 2013 and 2014.

RATINGS SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to
positive rating include:

Coca-Cola's ratings could be positively affected by the company attaining total
debt to operating EBITDA below 1.5x in combination with a stated commitment to
maintain stronger credit protection measures.

Negative: Future developments that may, individually or collectively, lead to
negative rating include:

Coca-Cola's ratings would be negatively affected by a large debt-financed
acquisition or share repurchase program or a reduction in cash and cash
equivalents without a commensurate reduction in CP balances. Fitch notes that
while Coca-Cola has more CP outstanding than capacity under its various
committed facilities, the company has consistently maintained a large cash
balance, and the combination of cash and facility availability provide adequate
backup for the CP. Coca-Cola had $16.3 billion of CP and other short-term
borrowings at Dec. 31, 2012.

Fitch does not make a rating distinction between Coca-Cola Company and Coca-Cola
Refreshments USA, Inc. (CCR) issued obligations, since default risk is very low
at this level on the rating scale. CCR's notes are structurally superior to the
notes issued by Coca-Cola.

Fitch currently rates Coca-Cola as follows:

The Coca-Cola Company
--Long-term Issuer Default Rating (IDR) 'A+';
--Bank credit facilities 'A+';
--Senior unsecured debt 'A+';
--Short-term IDR 'F1';
--CP 'F1'.

Coca-Cola Refreshments USA, Inc. and Coca-Cola Refreshments Canada, Ltd. (CCR)
--Long-term IDR 'A+';
--Senior unsecured debt 'A+'.

The Rating Outlook is Stable.


Additional information is available at 'www.fitchratings.com'. The ratings above
were solicited by, or on behalf of, the issuer, and therefore, Fitch has been
compensated for the provision of the ratings.

Applicable Criteria and Related Research:
--'Corporate Rating Methodology' (Aug. 9, 2012);
--'Parent and Subsidiary Rating Linkage' (Aug. 8, 2012).

Applicable Criteria and Related Research
Parent and Subsidiary Rating Linkage
Corporate Rating Methodology
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