OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

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(Europe) A.G., a subsidiary of a joint venture between The <strong>Coca</strong>-<strong>Cola</strong> Company and Nestlé S.A., has granted CCI the exclusiveright to use the trademark "Nestea Ice Tea" in various flavors in Turkey.
PRESENTATION OF FINANCIAL AND OTHER INFORMATIONFinancial StatementsWe maintain our books of account and prepare our statutory financial statements in accordance with the TurkishCommercial Code and Turkish tax legislation. We are required to calculate and pay taxes and calculate, declare and paydividends by reference to income reported in our statutory financial statements. For fiscal year 2004 only, our statutory financialstatements were required to be adjusted to account for the effects of inflation, but they continued to be prepared on anunconsolidated basis. In fiscal year 2005, the Turkish Ministry of Finance discontinued the application of inflation accounting tostatutory financial statements.Our functional currency is the New Turkish Lira. Our audited consolidated financial statements prepared in accordancewith International Financial Reporting Standards ("IFRS") as of and for the years ended December 31, 2003, 2004 and 2005 (the"IFRS Financial Statements") are included in this offering memorandum.Unless otherwise indicated, the financial information presented in this offering memorandum is extracted or derivedfrom the IFRS Financial Statements. IFRS differs in certain significant respects from U.S. GAAP. For a description of certainsignificant differences between IFRS and U.S. GAAP, see "Summary of Certain Significant Differences between U.S. GAAPand IFRS" contained in Annex A to this offering memorandum.Our IFRS Financial Statements have been restated for the changes in the general purchasing power of the New TurkishLira as of December 31, 2005 based on IAS 29, "Financial Reporting in Hyperinflationary Economies." IAS 29 requires thatfinancial statements prepared in the currency of a hyperinflationary economy be stated in terms of the measuring unit current atthe date of the most recently presented balance sheet, which for the purposes of this document is December 31, 2005, and thatcorresponding figures for previous periods be restated in the same terms. The restatement was calculated by means ofconversion factors derived from the Turkish countrywide wholesale price index published by the SIS. See Note 2 to our IFRSFinancial Statements. Effective from January 1, 2006, IAS 29 will no longer be applied in our financial statements prepared inaccordance with IFRS.The CMB requires that all public companies in Turkey prepare financial statements in accordance with the accountingprinciples of the CMB ("CMB Principles"), which are identical to IFRS accounting principles except that, as declared by theCMB effective from January 1, 2005, IAS 29 is not applied and the presentation of the financial statements and notes is madebased on CMB reporting requirements. In connection with the Turkish offering and in accordance with CMB requirements, wehave made public our audited financial statements as of and for the years ended December 31, 2003, 2004 and 2005 andprepared in accordance with CMB Principles (the "CMB Financial Statements"). These CMB Financial Statements are notcontained in this offering memorandum. To receive a copy of the CMB Financial Statements, please contact CCI InvestorRelations (telephone: +90 216 528 4000; e-mail: ir@cci.com.tr). In 2007, we may determine to use CMB Principles as our solebasis for reporting and we may discontinue reporting in accordance with IFRS, as the differences between the two sets ofaccounting principles have become less significant.We acquired Efes Invest on November 14, 2005. Efes Invest acquired CC Jordan on December 29, 2005. Ourconsolidated balance sheet as of December 31, 2005 reflects these acquisitions. Our consolidated income statement for the yearended December 31, 2005 reflects the acquisition of Efes Invest from November 15, 2005.For the information of the reader, we have included in this offering memorandum separate financial informationrelating to Efes Invest. The audited consolidated financial statements of Efes Invest as of and for the years ended December 31,2004 and 2005 and as of and for the years ended December 31, 2003 and 2004, prepared in accordance with IFRS, are includedin this offering memorandum. We have not participated in the preparation of that financial information and we make norepresentation regarding the accuracy or the completeness of that information.Pro Forma Financial InformationFor the information of the reader, this offering memorandum contains unaudited pro forma consolidated financialinformation illustrating the effect of (i) the acquisition by CCI of 87.63% of Efes Invest; and (ii) the incurrence of debt inconnection with such acquisition, as if such transactions had occurred on January 1, 2005. See "Unaudited Pro FormaConsolidated Financial Information." Information that is provided on a "pro forma basis" in this offering memorandum reflectsthese transactions and does not reflect the acquisition of CC Jordan, unless otherwise stated.
Page 1 and 2: OFFERING MEMORANDUM CONFIDENTIAL5,0
Page 4 and 5: Neither we, the selling shareholder
Page 7: ENFORCEABILITY OF CIVIL JUDGMENTSCC
Page 11 and 12: FORWARD-LOOKING STATEMENTSThis offe
Page 13 and 14: market in Europe for products of Th
Page 15 and 16: The OfferingThe International Offer
Page 17 and 18: corresponding figures for previous
Page 19 and 20: 2004 and 2005, respectively, and 32
Page 21 and 22: Sales of alcohol-free beverages are
Page 23 and 24: Our principal shareholders have the
Page 25 and 26: integration into the European Union
Page 27 and 28: part of governmental authorities; a
Page 29 and 30: of all of the companies with equity
Page 31 and 32: • the remainder of the net profit
Page 33 and 34: In February 2005, the SIS substitut
Page 35 and 36: statutory books is slightly lower t
Page 37 and 38: 2005 2004 2003(audited)(in thousand
Page 39 and 40: Minority share ownership...........
Page 41 and 42: on the consolidated balance sheets.
Page 43 and 44: "Package mix" refers to the relativ
Page 45 and 46: to the total amount of qualifying c
Page 47 and 48: Xpress in April 2005. These increas
Page 49 and 50: We had net other expense of YTL12.3
Page 51 and 52: Marketing and advertising expense i
Page 53 and 54: Net cash used in investing activiti
Page 55 and 56: In 2004, the increase in net workin
Page 57 and 58: upon with the bank on a case-by-cas
Page 59 and 60:
Interest Rate RiskOur interest rate
Page 61 and 62:
We record a valuation allowance to
Page 63 and 64:
Attractive Growth MarketsWe operate
Page 65 and 66:
In June 1996, The Coca-Cola Company
Page 67 and 68:
The following table compares the pe
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have received special authorization
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2005 2004 2003Unit CaseSales Volume
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The sports drinks segment is a rela
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Indirect DistributionIn addition to
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CC Kazakhstan was established in 19
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CC Kazakhstan's share of the bottle
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We believe that Azerbaijan's demogr
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Piko (2) ..........................
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consolidation in recent years and,
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The following table shows the packa
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"Peak season production capacity" i
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Turkey:Ankara......................
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We intend to explore possible syner
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and producers and distributors, whi
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We have implemented systems that we
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(2) These properties are not curren
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Our senior management is responsibl
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Group, Mr. Zorlu worked for Turkish
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Consistent with our commitment to l
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Anadolu EfesEstablished in 1966, An
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Coca-Cola Company may, in its sole
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distribution or sale of any product
Page 113 and 114:
certain approved containers of The
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Resolution the Trade RegistryGazett
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Class B Shareholders pursuant to wh
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Notices covering general meetings (
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In the event any party or parties a
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AuditorsPursuant to our articles of
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implementation of the New Turkish L
Page 127 and 128:
Insider TradingInsider trading is d
Page 129 and 130:
The Republic of TurkeyThe following
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Gains from the sale, exchange, or o
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• certain former citizens or long
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Subject to the discussion below und
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In addition, until 40 days after th
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(1) The purchaser acknowledges that
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In our opinion, the consolidated fi
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Coca-Cola İçecek Anonim Şirketi
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Coca-Cola İçecek Anonim Şirketi
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a) the restatement for changes in t
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• Non-monetary assets and liabili
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The functional currency of Efes Sı
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Goodwill arising from acquisitions
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Financial assets and liabilities ar
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121,424 88,516 78,7545. INVESTMENTS
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Accumulated Impairment .... (8,123)
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Management premium /bonus accrual f
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The legal reserves are not availabl
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The Group is subject to taxation in
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The Group's objective is to maintai
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OtherBeverage Partners Worldwide...
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Cash and cash equivalents .........
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Efes Sınai Yatırım Holding Anoni
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1. CORPORATE INFORMATIONGeneralEfes
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Trade receivables—net ...........
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Investments classified as available
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arising from the business combinati
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differences will reverse in the for
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Less impairment for ACCB and Kuban
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2005 2004Trade accounts payable....
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2005 2004Net profit attributable to
Page 191 and 192:
Total depreciation and amortization
Page 193 and 194:
For the purposes of consolidated fi
Page 195 and 196:
Political and Economic Environment
Page 197 and 198:
Credit risk arises from the possibi
Page 199 and 200:
2004Domestic Foreign Elimination Co
Page 201 and 202:
Page 203 and 204:
Page 205 and 206:
Dış Ticaret Ltd. Şti.)(*) The li
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activities. The equity and net inco
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The Group presents assets subject t
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Deferred income tax is provided, us
Page 213 and 214:
2004 2003ACCB......................
Page 215 and 216:
The effective interest rates at the
Page 217 and 218:
There have been no other transactio
Page 219 and 220:
Major components of income tax expe
Page 221 and 222:
Balances with related parties as of
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Bishkek CC is subject to corporate
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The Group does not hedge its foreig
Page 227 and 228:
ANNEX ASUMMARY OF CERTAIN SIGNIFICA
Page 229 and 230:
As to U.S. LawAs to Turkish LawWhit
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OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

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