UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE
Mail Stop 5546
March 30, 2006
Via Facsimile (404) 515-7099 and US Mail
E. Neville Isdell
Chief Executive Officer
The Coca Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
Re: The Coca Cola Company
Form 10-K for the Fiscal Year Ended December 31, 2005
Filed February 28, 2006
File No. 1-2217
Dear Mr. Isdell:
We have limited our review of the above filing to
disclosures
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we will make no further review of
the filing. Our review with respect to this issue does not
preclude
further review by the Assistant Director group with respect to
other
issues. At this juncture, unless otherwise directed, we are
asking
you to provide us with supplemental information so that we may
better
understand your disclosure. Please be as detailed as necessary in
your response. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note from public media sources that you may have operations
in
and sales into Cuba, Iran, North Korea, Sudan and Syria, countries
identified as state sponsors of terrorism by the U.S. State
Department and subject to sanctions administered by the U.S.
Commerce
Department`s Bureau of Industry and Security and the U.S. Treasury
Department`s Office of Foreign Assets Control. For example, we
note
reports that Coca Cola is available in Cuban and North Korean
hotels
for foreigners; and articles indicating that Coca Cola may
purchase
gum arabic from Sudan. We note that the Form 10-K does not
contain
any information relating to operations in, or ties to, Cuba, Iran,
North Korea, Sudan or Syria. Please describe your operations in,
and
ties to, these countries, if any, and discuss their materiality to
you in light of the countries` status as state sponsors of
terrorism.
Please also discuss whether the operations, per individual country
or
in the aggregate, constitute a material investment risk to your
security holders. Your response should describe your current,
historical and anticipated operations in, and contacts with, Cuba,
Iran, North Korea, Sudan and Syria, including through
subsidiaries,
affiliates, joint ventures and other direct and indirect
arrangements.
2. Your materiality analysis should address materiality in
quantitative terms, including the approximate dollar amount of
revenues, assets and liabilities associated with Cuba, Iran, North
Korea, Sudan and Syria. Please also address materiality in terms
of
qualitative factors that a reasonable investor would deem
important
in making an investment decision, including the potential impact
of
your corporate activities upon your reputation and share value.
In
this regard, we note that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism. Illinois, Oregon and New Jersey have adopted, and
other
states are considering, legislation prohibiting the investment of
certain state assets in, and/or requiring the divestment of
certain
state assets from, companies that do business with Sudan. Harvard
University, Stanford University, Yale University, Dartmouth
College,
the University of California and other educational institutions
have
adopted policies prohibiting investment in, and/or requiring
divestment from, companies that do business with Sudan. Florida
requires issuers to disclose in their prospectuses any business
contacts with Cuba or persons located in Cuba. Your materiality
analysis should address the potential impact of the investor
sentiment evidenced by these actions directed toward companies
operating in Cuba, Iran, North Korea, Sudan and Syria. Please
also
address the impact of any regulatory compliance programs you have
implemented in connection with business in Cuba, Iran, North
Korea,
Sudan and Syria, and any internal risk assessment undertaken in
connection with business in those countries.
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please
understand
that we may have additional comments after reviewing your
responses
to our comments. Please file your response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filing; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please contact James Lopez at (202) 551-3536 if you have any
questions about the comments or our review. You may also contact
me
at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Christopher Owings
Assistant Director
Division of Corporation Finance
E. Neville Isdell
The Coca Cola Company
March 30, 2006
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