UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
ý   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 2018
OR
¨   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                    to                                     
Commission File Number 001-02217
COCACOLAA21.JPG
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
58-0628465
(I.R.S. Employer
Identification No.)
One Coca-Cola Plaza
Atlanta, Georgia
(Address of principal executive offices)
 
30313
(Zip Code)
Registrant's telephone number, including area code: (404) 676-2121
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý     No  o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes  ý     No  o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  ý
 
Accelerated filer  o
Non-accelerated filer  o
(Do not check if a smaller reporting company)
 
Smaller reporting company  o
Emerging growth company  o
 
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 
Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o     No  ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.
Class of Common Stock 
 
Outstanding as of April 27, 2018
$0.25 Par Value
 
4,255,262,604 Shares
 




THE COCA-COLA COMPANY AND SUBSIDIARIES
Table of Contents
 
 
Page Number
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
Condensed Consolidated Statements of Income
Three
months ended March 30, 2018 and March 31, 2017
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income
Three months ended March 30, 2018 and March 31, 2017
 
 
 
 
Condensed Consolidated Balance Sheets
March 30, 2018 and December 31, 2017
 
 
 
 
Condensed Consolidated Statements of Cash Flows
Three months ended March 30, 2018 and March 31, 2017
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 





FORWARD-LOOKING STATEMENTS
This report contains information that may constitute "forward-looking statements." Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to volume growth, share of sales and earnings per share growth, and statements expressing general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our Company's historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in Part II, "Item 1A. Risk Factors" and elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2017 , and those described from time to time in our future reports filed with the Securities and Exchange Commission.

1



Part I. Financial Information
Item 1.  Financial Statements (Unaudited)
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions except per share data)
 
Three Months Ended
 
March 30,
2018

March 31,
2017

NET OPERATING REVENUES
$
7,626

$
9,118

Cost of goods sold
2,738

3,513

GROSS PROFIT
4,888

5,605

Selling, general and administrative expenses
2,541

3,352

Other operating charges
536

290

OPERATING INCOME
1,811

1,963

Interest income
165

155

Interest expense
230

192

Equity income (loss) — net
142

116

Other income (loss) — net
(55
)
(535
)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
1,833

1,507

Income taxes from continuing operations
506

323

NET INCOME FROM CONTINUING OPERATIONS
1,327

1,184

Income from discontinued operations (net of income taxes of $40 and $0, respectively)
73


CONSOLIDATED NET INCOME
1,400

1,184

Less: Net income attributable to noncontrolling interests
32

2

NET INCOME ATTRIBUTABLE TO SHAREOWNERS OF
THE COCA-COLA COMPANY
$
1,368

$
1,182

 
 
 
Basic net income per share from continuing operations 1
$
0.31

$
0.28

Basic net income per share from discontinued operations 2
0.01


BASIC NET INCOME PER SHARE
$
0.32

$
0.28

Diluted net income per share from continuing operations 1
$
0.31

$
0.27

Diluted net income per share from discontinued operations 2
0.01


DILUTED NET INCOME PER SHARE
$
0.32

$
0.27

DIVIDENDS PER SHARE
$
0.39

$
0.37

AVERAGE SHARES OUTSTANDING — BASIC
4,265

4,287

Effect of dilutive securities
41

47

AVERAGE SHARES OUTSTANDING — DILUTED
4,306

4,334

1  
Calculated based on net income from continuing operations less net income from continuing operations attributable to noncontrolling interests.
2  
Calculated based on net income from discontinued operations less net income from discontinued operations attributable to noncontrolling interests.

Refer to Notes to Condensed Consolidated Financial Statements.

2



THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(In millions)
 
Three Months Ended
 
March 30,
2018

March 31,
2017

CONSOLIDATED NET INCOME
$
1,400

$
1,184

Other comprehensive income:
 
 
Net foreign currency translation adjustment
728

921

Net gain (loss) on derivatives
(16
)
(121
)
Net unrealized gain (loss) on available-for-sale securities
(11
)
159

Net change in pension and other benefit liabilities
34

41

TOTAL COMPREHENSIVE INCOME (LOSS)
2,135

2,184

Less: Comprehensive income (loss) attributable to noncontrolling interests
91

3

TOTAL COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHAREOWNERS
   OF THE COCA-COLA COMPANY
$
2,044

$
2,181

Refer to Notes to Condensed Consolidated Financial Statements.




3



THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions except par value)
 
March 30,
2018

December 31,
2017

ASSETS
 
 
CURRENT ASSETS
 
 
Cash and cash equivalents
$
8,291

$
6,006

Short-term investments
7,518

9,352

TOTAL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
15,809

15,358

Marketable securities
5,564

5,317

Trade accounts receivable, less allowances of $479 and $477, respectively
3,904

3,667

Inventories
2,937

2,655

Prepaid expenses and other assets
2,449

2,000

Assets held for sale
213

219

Assets held for sale  discontinued operations
7,166

7,329

TOTAL CURRENT ASSETS
38,042

36,545

EQUITY METHOD INVESTMENTS
21,478

20,856

OTHER INVESTMENTS
1,039

1,096

OTHER ASSETS
4,428

4,230

     DEFERRED INCOME TAX ASSETS
3,298

330

 PROPERTY, PLANT AND EQUIPMENT, less accumulated depreciation of
$8,370 and $8,246, respectively
7,977

8,203

TRADEMARKS WITH INDEFINITE LIVES
6,753

6,729

BOTTLERS' FRANCHISE RIGHTS WITH INDEFINITE LIVES
53

138

GOODWILL
9,908

9,401

OTHER INTANGIBLE ASSETS
306

368

TOTAL ASSETS
$
93,282

$
87,896

LIABILITIES AND EQUITY
 
 
CURRENT LIABILITIES
 
 
Accounts payable and accrued expenses
$
10,218

$
8,748

Loans and notes payable
14,785

13,205

Current maturities of long-term debt
4,370

3,298

Accrued income taxes
579

410

Liabilities held for sale
33

37

Liabilities held for sale  discontinued operations
1,495

1,496

TOTAL CURRENT LIABILITIES
31,480

27,194

LONG-TERM DEBT
29,792

31,182

OTHER LIABILITIES
8,079

8,021

DEFERRED INCOME TAX LIABILITIES
2,314

2,522

THE COCA-COLA COMPANY SHAREOWNERS' EQUITY
 
 
Common stock, $0.25 par value; Authorized — 11,200 shares;
Issued — 7,040 and 7,040 shares, respectively
1,760

1,760

Capital surplus
16,006

15,864

Reinvested earnings
63,150

60,430

Accumulated other comprehensive income (loss)
(10,038
)
(10,305
)
Treasury stock, at cost — 2,781 and 2,781 shares, respectively
(51,268
)
(50,677
)
EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
19,610

17,072

EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
2,007

1,905

TOTAL EQUITY
21,617

18,977

TOTAL LIABILITIES AND EQUITY
$
93,282

$
87,896

Refer to Notes to Condensed Consolidated Financial Statements.

4



THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
 
Three Months Ended
 
March 30,
2018

March 31,
2017

OPERATING ACTIVITIES
 
 
Consolidated net income
$
1,400

$
1,184

(Income) loss from discontinued operations
(73
)

Net income from continuing operations
1,327

1,184

Depreciation and amortization
270

328

Stock-based compensation expense
72

55

Deferred income taxes
(199
)
(34
)
Equity (income) loss — net of dividends
(43
)
(89
)
Foreign currency adjustments
(19
)
72

Significant (gains) losses on sales of assets — net
34

497

Other operating charges
510

269

Other items
(27
)
16

Net change in operating assets and liabilities
(1,312
)
(1,534
)
Net cash provided by operating activities
613

764

INVESTING ACTIVITIES
 
 
Purchases of investments
(2,669
)
(3,731
)
Proceeds from disposals of investments
4,379

4,362

Acquisitions of businesses, equity method investments and nonmarketable securities
(183
)
(337
)
Proceeds from disposals of businesses, equity method investments and nonmarketable securities
3

1,430

Purchases of property, plant and equipment
(274
)
(442
)
Proceeds from disposals of property, plant and equipment
43

18

Other investing activities
22

31

Net cash provided by (used in) investing activities
1,321

1,331

FINANCING ACTIVITIES
 
 
Issuances of debt
9,576

11,704

Payments of debt
(8,770
)
(9,223
)
Issuances of stock
477

394

Purchases of stock for treasury
(927
)
(1,304
)
Other financing activities
(72
)
(36
)
Net cash provided by (used in) financing activities
284

1,535

CASH FLOWS FROM DISCONTINUED OPERATIONS
 
 
Net cash provided by (used in) operating activities from discontinued operations
46


Net cash provided by (used in) investing activities from discontinued operations
(24
)

Net cash provided by (used in) financing activities from discontinued operations
40


     Net cash provided by (used in) discontinued operations
62


EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS, RESTRICTED
CASH AND RESTRICTED CASH EQUIVALENTS
95

202

CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS
 
 
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents during
the period
2,375

3,832

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
6,373

8,850

     Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
8,748

12,682

Less: Restricted cash and restricted cash equivalents at end of period
457

562

Cash and cash equivalents at end of period
$
8,291

$
12,120

Refer to Notes to Condensed Consolidated Financial Statements.



5




THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 : SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by U.S. GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of The Coca-Cola Company for the year ended December 31, 2017 .
When used in these notes, the terms "The Coca-Cola Company," "Company," "we," "us" and "our" mean The Coca-Cola Company and all entities included in our condensed consolidated financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . Sales of our nonalcoholic ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions.
Each of our interim reporting periods, other than the fourth interim reporting period, ends on the Friday closest to the last day of the corresponding quarterly calendar period. The first quarter of 2018 and the first quarter of 2017 ended on March 30, 2018 and March 31, 2017 , respectively. Our fourth interim reporting period and our fiscal year end on December 31 regardless of the day of the week on which December 31 falls.
Certain prior year amounts in the condensed consolidated financial statements and accompanying notes have been revised to conform to the current year presentation as a result of the adoption of accounting standards that became effective January 1, 2018, as applicable. Refer to the "Recently Adopted Accounting Guidance" section within this note below for further details.
Advertising Costs
The Company's accounting policy related to advertising costs for annual reporting purposes, as disclosed in Note 1 of our 2017 Annual Report on Form 10-K, is to expense production costs of print, radio, television and other advertisements as of the first date the advertisements take place. All other marketing expenditures are expensed in the annual period in which the expenditure is incurred.
For interim reporting purposes, we allocate our estimated full year marketing expenditures that benefit multiple interim periods to each of our interim reporting periods. We use the proportion of each interim period's actual unit case volume to the estimated full year unit case volume as the basis for the allocation. This methodology results in our marketing expenditures being recognized at a standard rate per unit case. At the end of each interim reporting period, we review our estimated full year unit case volume and our estimated full year marketing expenditures that benefit multiple interim periods in order to evaluate if a change in estimate is necessary. The impact of any changes in these full year estimates is recognized in the interim period in which the change in estimate occurs. Our full year marketing expenditures are not impacted by this interim accounting policy.
Shipping and Handling Costs
Shipping and handling costs related to the movement of goods from our manufacturing locations to our sales distribution centers are included in the line item cost of goods sold in our condensed consolidated statements of income. Shipping and handling costs incurred to move goods from our manufacturing locations or sales distribution centers to our customers are also included in the line item cost of goods sold in our condensed consolidated statements of income, except for costs incurred to distribute goods sold by our Company-owned bottlers to our customers, which are included in the line item selling, general and administrative expenses. Our customers do not pay us separately for shipping and handling costs related to finished goods. Effective January 1, 2018 , we adopted Accounting Standards Codification Revenue from Contracts with Customers ("ASC 606") . Upon adoption, we made a policy election to recognize the cost of shipping and handling activities which are performed after a customer obtains control of the goods as costs to fulfill our promise to provide goods to the customer. As a result of this election, the Company does not evaluate whether shipping and handling activities are services promised to customers. If revenue is recognized for the related goods before the shipping and handling activities occur, the related costs of those shipping and handling activities are accrued. Refer to Note 3 for additional information regarding revenue recognition.


6



Sales, Use, Value-Added and Excise Taxes
The Company collects taxes imposed directly on its customers related to sales, use, value-added, excise and other similar taxes. The Company then remits such taxes on behalf of its customers to the applicable governmental authorities. Upon adoption of ASC 606, we made a policy election to exclude from net operating revenues the tax amounts imposed on revenue-producing transactions that were collected from our customers to be remitted to governmental authorities. Accordingly, such tax amounts are recorded in the line item trade accounts receivable in our consolidated balance sheet when collection of taxes from the customer has not yet occurred and are recorded in the line item accounts payable and accrued expenses in our consolidated balance sheet until they are remitted to the applicable governmental authorities. Taxes imposed directly on the Company, whether based on receipts from sales, inventory procurement costs, or manufacturing activities, are recorded in the line item cost of goods sold in our consolidated statement of income. Refer to Note 3 for additional information regarding revenue recognition.

Net Income
The following table presents information related to net income from continuing operations and net income from discontinued operations (in millions):
 
Three Months Ended

 
March 30, 2018

 
March 31, 2017

CONTINUING OPERATIONS
 
 
 
Net income from continuing operations
$
1,327

 
$
1,184

Less: Net income from continuing operations attributable to noncontrolling interests
2

 
2

Net income from continuing operations attributable to shareowners of
   The Coca-Cola Company
$
1,325

 
$
1,182

DISCONTINUED OPERATIONS
 
 
 
Net income from discontinued operations
$
73

 
$

Less: Net income from discontinued operations attributable to noncontrolling interests
30

 

Net income from discontinued operations attributable to shareowners of
The Coca-Cola Company
$
43

 
$

CONSOLIDATED
 
 
 
Consolidated net income
$
1,400

 
$
1,184

Less: Net income attributable to noncontrolling interests
32

 
2

Net income attributable to shareowners of The Coca-Cola Company
$
1,368

 
$
1,182


Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

We classify time deposits and other investments that are highly liquid and have maturities of three months or less at the date of purchase as cash equivalents or restricted cash equivalents, as applicable. Restricted cash and restricted cash equivalents generally consist of amounts held by our captive insurance companies which are included in the line item other assets on our consolidated balance sheets and amounts classified in assets held for sale. We manage our exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties and procedures to monitor our concentrations of credit risk.


7



The following table provides a summary of cash, cash equivalents, restricted cash and restricted cash equivalents that constitute the total amounts shown in the condensed consolidated statements of cash flows (in millions):
 
March 30,
2018

December 31,
2017

Cash and cash equivalents
$
8,291

$
6,006

Cash and cash equivalents included in assets held for sale
7

13

Cash and cash equivalents included in assets held for sale  discontinued operations

169

97

Cash and cash equivalents included in other assets 1
281

257

Cash, cash equivalents, restricted cash and restricted cash equivalents
   
$
8,748

$
6,373

 
March 31, 2017

December 31, 2016

Cash and cash equivalents
$
12,120

$
8,555

Cash and cash equivalents included in assets held for sale
311

49

Cash and cash equivalents included in assets held for sale  discontinued operations



Cash and cash equivalents included in other assets 1
251

246

Cash, cash equivalents, restricted cash and restricted cash equivalents
   
$
12,682

$
8,850

1 Amounts represent cash and cash equivalents in our solvency capital portfolio set aside primarily to cover pension obligations in certain of
our European and Canadian pension plans. Refer to Note 4 .

Hyperinflationary Economies
A hyperinflationary economy is one that has cumulative inflation of 100 percent or more over a three-year period. In accordance with U.S. GAAP, local subsidiaries in hyperinflationary economies are required to use the U.S. dollar as their functional currency and remeasure the monetary assets and liabilities not denominated in U.S. dollars using the rate applicable to conversion of a currency for purposes of dividend remittances. All exchange gains and losses resulting from remeasurement are recognized currently in income.
Venezuela has been designated as a hyperinflationary economy. We sell concentrate to our bottling partner in Venezuela from outside the country. These sales are denominated in U.S. dollars. We also have certain U.S. dollar-denominated intangible assets associated with products sold in Venezuela. As a result of weaker sales and the volatility of foreign currency exchange rates resulting from continued political instability, we recorded impairment charges totaling $20 million during the three months ended March 31, 2017 in the line item other operating charges in our condensed consolidated statement of income. As a result of these impairment charges and a subsequent impairment charge in 2017, the remaining carrying value of all U.S. dollar-denominated intangible assets associated with products sold in Venezuela is zero.
Recently Issued Accounting Guidance
Recently Adopted Accounting Guidance
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers , which replaces most existing revenue recognition guidance in U.S. GAAP and is intended to improve and converge with international standards the financial reporting requirements for revenue from contracts with customers. ASU 2014-09 and its amendments were included primarily in ASC 606. The core principle of ASC 606 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. ASC 606 also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. We adopted ASC 606 effective January 1, 2018, using the modified retrospective method. We recognized a cumulative effect adjustment to decrease the opening balance of reinvested earnings as of January 1, 2018 by $257 million , net of tax. Refer to Note 3 .
In January 2016, the FASB issued ASU 2016-01, Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities ("ASU 2016-01"), which addresses certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. ASU 2016-01 was effective for the Company beginning January 1, 2018 and we are now recognizing any changes in the fair value of certain equity investments in net income as prescribed by the new standard rather than in other comprehensive income ("OCI"). We recognized a cumulative effect adjustment to increase the opening balance of reinvested earnings as of January 1, 2018 by $409 million . Refer to Note 4 for additional disclosures required by this ASU.
In August 2016, the FASB issued ASU 2016-15,  Classification of Certain Cash Receipts and Cash Payments , which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 was effective for

8



the Company beginning January 1, 2018 and was adopted using the retrospective transition approach to all periods presented. The impact of the adoption of ASU 2016-15 on our consolidated statement of cash flows was a change in presentation related to our proceeds from the settlement of corporate-owned life insurance policies. We restated our condensed consolidated statement of cash flows to reflect these proceeds in the line item other investing activities, which were previously presented in the line item net change in operating assets and liabilities. During the three months ended March 31, 2017 , the amount of proceeds received from the settlement of corporate-owned life insurance policies was $24 million .
In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"), which requires the Company to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16 was effective for the Company beginning January 1, 2018 and was adopted using a modified retrospective basis. We recorded a $2.9 billion cumulative effect adjustment to increase the opening balance of reinvested earnings with the majority of the offset being recorded as a deferred tax asset in the line item deferred income tax assets in our condensed consolidated balance sheet.
In November 2016, the FASB issued ASU 2016-18, Restricted Cash . The amendments in this update address diversity in practice that exists in the classification and presentation of changes in amounts generally described as restricted cash and require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts that an entity defines as restricted cash for purposes of this standard or otherwise does not present in the line item cash and cash equivalents on its balance sheet. ASU 2016-18 was effective for the Company beginning January 1, 2018 and was adopted using the retrospective transition method to all periods presented.
Prior to the adoption of this ASU, we presented the transfer of cash and cash equivalents into or out of our captive insurance companies in the line item purchases of investments and proceeds from disposals of investments in our consolidated cash flow statement. We did not present the purchases of investments and proceeds from disposals of investments within our captive insurance companies. Cash flows related to cash and cash equivalents included in our insurance captives are now presented in the line items purchases of investments and proceeds from disposals of investments within the investing activities section of our consolidated statement of cash flows. During the three months ended March 31, 2017 , the purchases of investments and proceeds from disposals of investments within our captive insurance companies were $180 million and $ 186 million , respectively.
Prior to the adoption of this ASU, we treated the change in cash and cash equivalents included in assets held for sale as an adjustment to the line item other investing activities within the statement of cash flows. With the adoption of this ASU, we no longer make this adjustment and restated the prior year to remove this adjustment. During the three months ended March 31, 2017 , the change in cash and cash equivalents included in assets held for sale was $262 million . Refer to the heading "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents" above for additional disclosures required by this ASU.
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business , which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 was effective for the Company beginning January 1, 2018 and was adopted prospectively. The impact on our consolidated financial statements will depend on the facts and circumstances of any specific future transactions.
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost ("ASU 2017-07"), which requires that the service cost component of the Company's net periodic pension cost and net periodic postretirement benefit cost be included in the same line item as other compensation costs arising from services rendered by employees, with the non-service components of net periodic benefit cost and other benefit plan charges and credits being classified outside of a subtotal of income from operations. ASU 2017-07 was effective for the Company beginning January 1, 2018 and was adopted retrospectively for the presentation of the other components of net periodic benefit cost and other benefit plan charges and credits in our condensed consolidated statements of income. As part of our adoption, we elected to use a practical expedient which allows us to use information previously disclosed in our note on pension and other postretirement benefit plans as the estimation basis for applying the retrospective presentation requirements of this ASU. For the three months ended   March 31, 2017 , we reclassified $18 million of income related to our non-service cost components of net periodic benefit cost and other benefit plan charges and credits from operating income to other income (loss) — net in our condensed consolidated statement of income. Refer to Note 13 for additional disclosures required by this ASU.
In March 2018, the FASB issued ASU 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. The amendments in this update provide guidance on when to record and disclose provisional amounts for certain income tax effects of the Tax Cuts and Jobs Act ("Tax Reform Act"). The amendments also require any provisional amounts or subsequent adjustments to be included in net income from continuing operations. Additionally, this ASU discusses required disclosures that an entity must make with regard to the Tax Reform Act. This ASU is effective immediately as new information is available to adjust provisional amounts that were previously recorded. The Company has adopted this standard and will

9



continue to evaluate indicators that may give rise to a change in our tax provision as a result of the Tax Reform Act. Refer to Note 14 for additional information on the Tax Reform Act.
Accounting Guidance Not Yet Adopted
In February 2016, the FASB issued ASU 2016-02,  Leases , which requires lessees to recognize right-of-use assets, representing their right to use the underlying asset for the lease term, and lease liabilities on the balance sheet for all leases with terms greater than 12 months. The guidance also requires qualitative and quantitative disclosures designed to assess the amount, timing and uncertainty of cash flows arising from leases. The Company has initiated its plan for the adoption and implementation of this new accounting standard, including assessing our lease arrangements, evaluating practical expedient and accounting policy elections, and implementing software to meet the reporting requirements of this standard. The Company is also in the process of identifying changes to our business processes and controls to support adoption of the new standard. ASU 2016-02 is effective for the Company beginning January 1, 2019. The standard requires the use of a modified retrospective transition approach, which includes a number of optional practical expedients that entities may elect to apply. In March 2018, the FASB approved a new, optional transition method that will give companies the option to use the effective date as the date of initial application on transition. The Company plans to elect this transition method, and as a result, we will not adjust our comparative period financial information or make the new required lease disclosures for periods before the effective date. The Company anticipates the adoption of this new standard will result in a significant increase in lease-related assets and liabilities on our consolidated balance sheet. The impact on the Company's consolidated statement of income is being evaluated. As the impact of this standard is non-cash in nature, we do not anticipate its adoption having an impact on the Company's consolidated statement of cash flows.
In June 2016, the FASB issued ASU 2016-13,  Financial Instruments — Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for the Company beginning January 1, 2020 and we are currently evaluating the impact that it will have on our consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities , which eliminates the requirement to separately measure and report hedge ineffectiveness and requires companies to recognize all elements of hedge accounting that impact earnings in the same line item in the statement of income where the hedged item resides. The amendments include new alternatives for measuring the hedged item for fair value hedges of interest rate risk and ease the requirements for effectiveness testing, hedge documentation and applying the critical terms match method. Finally, the standard introduces new alternatives that permit companies to reduce the risk of material error if the shortcut method is misapplied. ASU 2017-12 is effective for the Company beginning January 1, 2019 and is required to be applied prospectively. The Company is currently evaluating the impact that ASU 2017-12 will have on our consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which permits entities to reclassify the disproportionate income tax effects of the Tax Reform Act on items within accumulated other comprehensive income (loss) ("AOCI") to retained earnings. These disproportionate income tax effect items are referred to as "stranded tax effects." Amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income from continuing operations is not affected by this update. ASU 2018-02 is effective for the Company beginning January 1, 2019 and should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. The Company is currently evaluating the impact that ASU 2018-02 will have on our consolidated financial statements.
NOTE 2 : ACQUISITIONS AND DIVESTITURES
Acquisitions
During the three months ended March 30, 2018 , our Company's acquisitions of businesses, equity method investments and nonmarketable securities totaled $ 183 million , which primarily related to the acquisition of additional interests in the Company’s franchise bottlers in the United Arab Emirates and in Oman, both of which were previously equity method investees of the Company. As a result of the additional interest acquired in the Oman bottler, we obtained a controlling interest, resulting in its consolidation.
During the three months ended March 31, 2017 , our Company's acquisitions of businesses, equity method investments and nonmarketable securities totaled $ 337 million , which primarily related to the acquisition of AdeS, a plant-based beverage business, by the Company and several of its bottling partners in Latin America.

10



Divestitures
During the three months ended March 30, 2018 , proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled $3 million related to the proceeds from the refranchising of our U.S. Virgin Islands bottling territories.
During the three months ended March 31, 2017 , proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled $1,430 million , primarily related to proceeds from the refranchising of certain of our bottling territories in North America and an advance payment received of $703 million related to the portion of the China bottling operations that were refranchised in June 2017 .
North America Refranchising
In conjunction with implementing a new beverage partnership model in North America, the Company refranchised bottling
territories that were previously managed by Coca-Cola Refreshments ("CCR") to certain of our unconsolidated bottling partners. These territories generally border these bottlers' existing territories, allowing each bottler to better service local customers and provide more efficient execution. By entering into comprehensive beverage agreements ("CBAs") with each of the bottlers, we granted certain exclusive territory rights for the distribution, promotion, marketing and sale of Company-owned and licensed beverage products as defined by the CBA.
Each CBA generally has a term of 10 years and is renewable, in most cases by the bottler and in some cases by the Company,
indefinitely for successive additional terms of 10 years each. Under the CBA, except for the CBA entered into in conjunction
with the refranchising of CCR's former Southwest operating unit ("Southwest Transaction") and for additional territories sold to AC Bebidas, S. de R.L. de C.V. ("AC Bebidas"), the bottlers make ongoing quarterly payments to the Company based on their gross profit in the refranchised territories throughout the term of the CBA, including renewals, in exchange for the grant of the exclusive territory rights. Liberty Coca-Cola Beverages, the co-owners of which are former management of CCR, will make ongoing quarterly payments based on the gross profit in its refranchised territories upon the earlier of reaching a predefined level of profitability, or the 41 st quarter following the closing date.
Contemporaneously with the grant of these rights, the Company sold the distribution assets, certain working capital items, and
the exclusive rights to distribute certain beverage brands not owned by the Company, but distributed by CCR, in each of these
territories, excluding the territory included in the Southwest Transaction, to the respective bottlers in exchange for cash.
During the three months ended March 30, 2018 and March 31, 2017 , cash proceeds from these sales totaled $3 million and $726 million , respectively. Included in the cash proceeds for the three months ended March 31, 2017 , was $139 million from Coca-Cola Bottling Co. Consolidated ("CCBCC"), an equity method investee.
Under the applicable accounting guidance, we were required to derecognize all of the tangible assets sold as well as the
intangible assets transferred, including distribution rights, customer relationships and an allocated portion of goodwill related to
these territories. We recognized losses of $2 million and $497 million during the three months ended March 30, 2018 and March 31, 2017 , respectively. These losses primarily related to the derecognition of the intangible assets transferred or reclassified as held for sale and were included in the line item other income (loss) — net in our condensed consolidated statements of income. See further discussion of assets and liabilities held for sale below. In total, we expect to recover the value of the intangible assets transferred to the bottlers under the CBAs through the future quarterly payments; however, as the payments for the territory rights are dependent on the bottlers' future gross profit in these territories, they are considered a form of contingent consideration.
There is diversity in practice as it relates to the accounting for contingent consideration by the seller. The seller can account for
the future contingent payments received as a gain contingency, recognizing the amounts in the statement of income only after the related contingencies are resolved and the gain is realized, which in this arrangement will be quarterly as the bottlers earn gross profit in the transferred territories. Alternatively, the seller can record a receivable for the contingent consideration at fair value on the date of sale and record any future differences between the payments received and this receivable in the statement of income as they occur. We elected the gain contingency treatment since the quarterly payments will be received throughout the terms of the CBAs, including all subsequent renewals, regardless of the cumulative amount received as compared to the value of the intangible assets transferred.
During the three months ended March 30, 2018 and March 31, 2017 , the Company recorded charges of $19 million and $106 million , respectively, primarily related to payments made to certain of our unconsolidated bottling partners in order to convert the bottling agreements for their legacy territories and any previously refranchised territories to a single form of CBA with additional requirements. The additional requirements generally include a binding national governance model, mandatory
incidence pricing and additional core performance requirements, among other things. As a result of these conversions, the
legacy territories and any previously refranchised territories for each of the related bottling partners will be governed under
similar CBAs, which will provide consistency across each such bottler's respective territory, and consistency with other U.S.

11



bottlers that have been granted or converted to this form of CBA. The losses related to these payments were included in the line item other income (loss) — net in our condensed consolidated statements of income during the three months ended March 30, 2018 and March 31, 2017 .
Refer to Note 16 for the impact these items had on our operating segments.
Assets and Liabilities Held for Sale
As of March 30, 2018 , the Company had certain bottling operations in Latin America that met the criteria to be classified as held for sale, which requires us to present the related assets and liabilities as separate line items in our condensed consolidated balance sheet. We were not required to record these assets and liabilities at fair value less any costs to sell because their fair value approximates their carrying value. These operations were refranchised in April 2018.

The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in our condensed consolidated balance sheets (in millions):
 
March 30,
2018

 
December 31, 2017

 
Cash, cash equivalents and short-term investments
$
7

 
$
13

 
Trade accounts receivable, less allowances
6

 
10

 
Inventories
11

 
11

 
Prepaid expenses and other assets
19

 
12

 
Other assets
7

 
7

 
Property, plant and equipment — net
63

 
85

 
Bottlers' franchise rights with indefinite lives

 
5

 
Goodwill
99

 
103

 
Other intangible assets
1

 
1

 
Allowance for reduction of assets held for sale

 
(28
)
 
Assets held for sale
$
213

1  
$
219

3  
Accounts payable and accrued expenses
$
18

 
$
22

 
Other liabilities
14

 
12

 
Deferred income taxes
1

 
3

 
Liabilities held for sale
$
33

2  
$
37

4  
1 Consists of total assets relating to refranchising of Latin America bottling operations of $213 million , which are included in the Bottling Investments operating segment.
2 Consists of total liabilities relating to refranchising of Latin America bottling operations of $33 million , which are included in the Bottling Investments operating segment.
3  
Consists of total assets relating to North America refranchising of $9 million and refranchising of Latin America bottling operations of $210 million , which are included in the Bottling Investments operating segment.
4  
Consists of total liabilities relating to North America refranchising of $5 million and refranchising of Latin America bottling operations of $32 million , which are included in the Bottling Investments operating segment.
We determined that the operations included in the table above did not meet the criteria to be classified as discontinued operations under the applicable guidance.
Discontinued Operations
In October 2017, the Company and Anheuser-Busch InBev ("ABI") completed the transition of ABI's controlling interest in Coca-Cola Beverages Africa Proprietary Limited ("CCBA") to the Company for $3,150 million . We plan to hold our controlling interest in CCBA temporarily and are currently in discussions with several potential buyers and anticipate divesting of this interest in 2018. Accordingly, we have presented the financial position and results of operations of CCBA as discontinued operations in the accompanying condensed consolidated financial statements. We were not required to record these assets and liabilities at fair value less any costs to sell because their fair value approximates their carrying value.
The preliminary goodwill recorded at the time of the transaction was $4,262 million , none of which is tax deductible. This goodwill is in part due to the significant synergies that are expected from the consolidation of the bottling system in Southern and East Africa, especially within the country of South Africa. The initial accounting for the business combination is currently incomplete, although preliminary purchase accounting entries have been recorded, including a preliminary allocation of goodwill between CCBA and the reporting units expected to benefit from this transaction. The balance sheet line items that are

12



expected to be impacted by the completion of purchase accounting are assets held for sale — discontinued operations and liabilities held for sale — discontinued operations in the condensed consolidated financial statements.

The following table presents information related to the major classes of assets and liabilities of CCBA that were classified as held for sale — discontinued operations in our condensed consolidated balance sheets (in millions):
 
March 30, 2018

 
December 31, 2017

 
Cash, cash equivalents and short-term investments
$
169

 
$
97

 
Trade accounts receivable, less allowances
280

 
299

 
Inventories
294

 
299

 
Prepaid expenses and other assets
69

 
52

 
Equity method investments
7

 
7

 
Other assets
21

 
29

 
Property, plant and equipment — net
1,460

 
1,436

 
Goodwill
3,923

 
4,248

 
Other intangible assets

943

 
862

 
Assets held for sale — discontinued operations
$
7,166

 
$
7,329

 
Accounts payable and accrued expenses
$
545

 
$
598

 
Loans and notes payable
418

 
404

 
Current maturities of long-term debt
6

 
6

 
Accrued income taxes
55

 
40

 
Long-term debt
20

 
19

 
Other liabilities
10

 
10

 
Deferred income taxes
441

 
419

 
Liabilities held for sale — discontinued operations

$
1,495

 
$
1,496

 
NOTE 3 : REVENUE RECOGNITION
We adopted ASC 606 effective January 1, 2018 , using the modified retrospective method. We have implemented this standard for all contracts at the effective date. Under this method, we recorded the cumulative effect of applying this guidance through an adjustment to the opening balance of reinvested earnings on the adoption date. The cumulative adjustment was a reduction of reinvested earnings of $257 million , net of tax, which was primarily related to changing when we recognize the effects of certain variable consideration payments, as described below.
The Company has changed our accounting policies and practices, business processes, systems and controls, as well as designed and implemented specific controls over our evaluation of the impact of the new guidance on the Company, including the cumulative effect calculation, disclosure requirements and the collection of relevant data for the reporting process.
Our Company markets, manufactures and sells concentrates and finished goods. In our domestic and international concentrate operations, we typically generate net operating revenues by selling concentrates, syrups and certain finished beverages to authorized bottling and canning operations (to which we typically refer as our "bottlers" or our "bottling partners"). Our bottling partners either combine the concentrates with sweeteners (depending on the product), still water and/or sparkling water, or combine the syrups with sparkling water to produce finished beverages. The finished beverages are packaged in authorized containers such as cans and refillable and non-refillable glass and plastic bottles  bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or, in some cases, through wholesalers or other bottlers. In addition, outside the United States, our bottling partners are typically authorized to manufacture fountain syrups, using our concentrate, which they sell to fountain retailers for use in producing beverages for immediate consumption, or to authorized fountain wholesalers who in turn sell and distribute the fountain syrups to fountain retailers. Our concentrate operations are included in our geographic operating segments.  
Our finished product operations generate net operating revenues by selling sparkling soft drinks and a variety of other finished nonalcoholic beverages, such as water, enhanced water and sports drinks; juice, dairy and plant-based beverages; tea and coffee; and energy drinks, to retailers or to distributors and wholesalers who distribute them to retailers. These operations consist primarily of Company-owned or -controlled bottling, sales and distribution operations, which are included in our Bottling Investments operating segment. In certain markets, the Company also operates non-bottling finished product operations in which we sell finished beverages to distributors and wholesalers which are generally not one of the Company's bottling partners. These operations are generally included in one of our geographic operating segments. In the United States, we manufacture fountain syrups and sell them to fountain retailers, who use the fountain syrups to produce beverages for

13



immediate consumption, or to authorized fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers. These fountain syrup sales are included in our North America operating segment. Generally, finished product operations produce higher net operating revenues but lower gross profit margins compared to concentrate operations.
Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally consists of the promise to sell concentrates or finished products to our bottling partners, wholesalers, distributors or retailers. Control of the concentrates or finished products is transferred upon shipment to, or receipt at, our customers' locations, as determined by the specific terms of the contract. Once control is transferred to the customer, we have completed our performance obligation, and revenue is recognized. Our sales terms generally do not allow for a right of return except for matters related to any manufacturing defects on our part. After completion of our performance obligation, we have an unconditional right to consideration as outlined in the contract. Our receivables will generally be collected in less than six months, in accordance with the underlying payment terms. All of our performance obligations under the terms of contracts with our customers have an original duration of one year or less.
Our customers and bottling partners may be entitled to cash discounts, funds for promotional and marketing activities, volume-based incentive programs, support for infrastructure programs and other similar programs. In some markets, in an effort to allow our Company and our bottling partners to grow together through shared value, aligned financial objectives and the flexibility necessary to meet consumers' always changing needs and tastes, we worked with our bottling partners to develop and implement an incidence-based concentrate pricing model. Under this model, the concentrate price we charge is impacted by a number of factors, including, but not limited to, bottler pricing, the channels in which the finished products produced from the concentrate are sold and package mix. The amounts associated with the arrangements described above are defined as variable consideration under ASC 606 and are included in the transaction price as a component of net operating revenues in our condensed consolidated statement of income upon completion of our performance obligations. The total revenue recorded, including any variable consideration, cannot exceed the amount for which it is probable that a significant reversal will not occur when uncertainties related to variability are resolved. As a result, we are recognizing revenue based on our faithful depiction of the consideration that we expect to receive. In making our estimates of variable consideration, we consider past results and make significant assumptions related to: (1) customer sales volumes; (2) customer ending inventories; (3) customer selling price per unit; (4) selling channels; and (5) discount rates, rebates and other pricing allowances, as applicable. In gathering data to estimate our variable consideration, we generally calculate our estimates using a portfolio approach at the country and product line level rather than at the individual contract level. The result of making these estimates will impact the line items trade accounts receivable and accounts payable and accrued expenses in our condensed consolidated balance sheet. The actual amounts ultimately paid and/or received may be different from our estimates. The change in the amount of variable consideration recognized during the three months ended March 30, 2018 related to performance obligations satisfied in prior periods was immaterial.
In addition to changes in the timing of when we record variable consideration, ASC 606 provided clarification about the classification of certain costs relating to revenue arrangements with customers. As a result, during the three months ended March 30, 2018, we recorded certain amounts in cost of goods sold or selling, general and administrative expenses that were previously classified as reductions in net operating revenues. The Company also re-evaluated the principal versus agent considerations pertaining to certain of its arrangements with third-party manufacturers and co-packers. We recorded certain costs in net operating revenues which were previously recorded in cost of goods sold related to arrangements in which we concluded we did not control the goods before they were delivered to our customers.

14



The following tables compare the amounts reported in the condensed consolidated statement of income and condensed consolidated balance sheet to the amounts had the previous revenue recognition guidance been in effect (in millions):
 
Three Months Ended March 30, 2018
 
 
As Reported

Balances without Adoption of ASC 606

Increase (Decrease) Due to Adoption

 
Net operating revenues
$
7,626

$
7,435

$
191

1  
Cost of goods sold
2,738

2,547

191

 
Gross profit
4,888

4,888


 
Selling, general and administrative expenses
2,541

2,540

1

 
Operating income
1,811

1,812

(1
)
 
Income from continuing operations before income taxes
1,833

1,834

(1
)
 
Income taxes from continuing operations
506

506


 
Net income from continuing operations
1,327

1,328

(1
)
 
Income from discontinued operations
73

70

3

 
Consolidated net income
1,400

1,398

2

 
Net income attributable to shareowners of The Coca-Cola Company
1,368

1,366

2

 
1 The increase in net operating revenues was primarily due to the reclassification of shipping and handling costs.
 
March 30, 2018
 
 
As Reported

Balances without Adoption of ASC 606

Increase (Decrease) Due to Adoption

 
ASSETS
 
 
 
 
Trade accounts receivable
$
3,904

$
3,796

$
108

1  
Prepaid and other assets
2,449

2,456

(7
)
 
Total current assets
38,042

37,941

101

 
Deferred income tax assets

3,298

3,238

60

 
Total assets
93,282

93,121

161

 
LIABILITIES AND EQUITY
 


 
 
Accounts payable and accrued expenses
$
10,218

$
9,762

$
456

2  
Total current liabilities
31,480

31,024

456

 
Deferred income tax liabilities
2,314

2,354

(40
)
 
Reinvested earnings
63,150

63,405

(255
)
 
Total equity
21,617

21,872

(255
)
 
Total liabilities and equity
93,282

93,121

161

 
1  
The increase was primarily due to incremental estimated variable consideration receivables from third-party customers.
2  
The increase was primarily due to incremental estimated variable consideration payables due to third-party customers.
The following table presents net operating revenues disaggregated between the United States and international and further by line of business (in millions):
Three Months Ended March 30, 2018
United States

International

Total

Concentrate operations
$
1,116

$
3,779

$
4,895

Finished product operations
1,472

1,259

2,731

Total
$
2,588

$
5,038

$
7,626

Refer to Note 16 for additional revenue disclosures by operating segment.

15



NOTE 4 : INVESTMENTS
Equity Securities
Effective January 1, 2018 , we adopted ASU 2016-01 which requires us to measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in earnings. We use quoted market prices to determine the fair value of equity securities with readily determinable fair values. For equity securities without readily determinable fair values, we have elected the measurement alternative under which we measure these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Management assesses each of these investments on an individual basis. Additionally, on a quarterly basis, management is required to make a qualitative assessment of whether the investment is impaired. During the three months ended March 30, 2018 , the Company did not recognize any fair value adjustments for equity securities without readily determinable fair values. We recognized a cumulative effect adjustment of $409 million to increase the opening balance of reinvested earnings with an offset to AOCI as of January 1, 2018 , in connection with the adoption of ASU 2016-01.
For fiscal periods beginning prior to January 1, 2018 , marketable equity securities not accounted for under the equity method were classified as trading or available-for-sale. Both realized and unrealized gains and losses on equity securities classified as trading securities were recognized in net income. For equity securities classified as available-for-sale, realized gains and losses were included in net income. Unrealized gains and losses on equity securities classified as available-for-sale were recognized in AOCI, net of deferred taxes. In addition, the Company held equity securities without readily determinable fair values that were recorded at cost. For these cost method investments, we recorded dividend income when applicable dividends were declared. Cost method investments were reported as other investments in our condensed consolidated balance sheets, and dividend income from cost method investments was reported in other income (loss) — net in our condensed consolidated statements of income. We reviewed all of our cost method investments quarterly to determine if impairment indicators were present; however, we were not required to determine the fair value of these investments unless impairment indicators existed. When impairment indicators did exist, we generally used discounted cash flow analyses to determine the fair value. We estimated that the fair values of our cost method investments approximated or exceeded their carrying values as of December 31, 2017 . Our cost method investments had a carrying value of $143 million as of December 31, 2017 .
As of March 30, 2018 , the carrying values of our equity securities were included in the following line items in our condensed consolidated balance sheet (in millions):
 
Fair Value with Changes Recognized in Income

Measurement Alternative  No Readily Determinable Fair Value

Marketable securities
$
335

$

Other investments
935

104

Other assets
1,019


Total equity securities
$
2,289

$
104

The calculation of net unrealized gains and losses for the period that relate to equity securities still held at March 30, 2018 is as follows (in millions):

Three Months Ended
 
March 30, 2018
Net gains (losses) recognized during the period related to equity securities
$
(79
)
Less: Net gains (losses) recognized during the period related to equity securities sold during the period
3

Unrealized gains (losses) recognized during the period related to equity securities still held at the
end of the period
$
(82
)
As of December 31, 2017 , equity securities consisted of the following (in millions):
 
 
Gross Unrealized
 
Estimated

 
Cost

Gains

Losses

 
Fair Value

Trading securities
$
324

$
75

$
(4
)
 
$
395

Available-for-sale securities
1,276

685

(66
)
 
1,895

Total equity securities
$
1,600

$
760

$
(70
)
 
$
2,290


16



As of December 31, 2017 , the Company had investments classified as available-for-sale in which our cost basis exceeded the fair value of our investment. Management assessed each of the available-for-sale securities that were in a gross unrealized loss position on an individual basis to determine if the decline in fair value was other than temporary. Management's assessment as to the nature of a decline in fair value is based on, among other things, the length of time and the extent to which the market value has been less than our cost basis; the financial condition and near-term prospects of the issuer; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value. As a result of these assessments, management determined that the decline in fair value of these investments was not other than temporary and did not record any impairment charges.
As of December 31, 2017 , the fair values of our equity securities were included in the following line items in our condensed consolidated balance sheet (in millions):
 
Trading Securities

Available-for-Sale Securities

Marketable securities
$
283

$
52

Other investments

953

Other assets
112

890

Total equity securities
$
395

$
1,895

The sale of available-for-sale equity securities during the three months ended March 31, 2017 resulted in the following realized activity (in millions):
Gross gains
$
22

Gross losses
(3
)
Proceeds
82

Debt Securities
Our investments in debt securities are classified as trading, available-for-sale, or held-to-maturity and carried at either amortized cost or fair value. The cost basis is determined by the specific identification method. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Both realized and unrealized gains and losses on debt securities classified as trading securities are included in net income. For debt securities classified as available-for-sale, realized gains and losses are included in net income. Unrealized gains and losses on debt securities classified as available-for-sale are recognized in AOCI, net of deferred taxes, except for the change in fair value attributable to the currency risk being hedged. Refer to Note 6 for additional information related to the Company's fair value hedges of available-for-sale debt securities.
Our debt securities consisted of the following (in millions):
 
 
Gross Unrealized
 
Estimated

 
Cost

Gains

Losses

 
Fair Value

March 30, 2018
 
 
 
 
 
Trading securities
$
37

$

$

 
$
37

Available-for-sale securities
5,950

177

(50
)
 
6,077

Total debt securities
$
5,987

$
177

$
(50
)
 
$
6,114

December 31, 2017
 
 
 
 
 
Trading securities
$
12

$

$

 
$
12

Available-for-sale securities
5,782

157

(27
)
 
5,912

Total debt securities
$
5,794

$
157

$
(27
)
 
$
5,924


17



The fair values of our debt securities were included in the following line items in our condensed consolidated balance sheets (in millions):
 
March 30, 2018
 
December 31, 2017
 
Trading Securities

Available-for-Sale Securities

 
Trading Securities

Available-for-Sale Securities

Cash and cash equivalents
$

$
612

 
$

$
667

Marketable securities
37

5,192

 
12

4,970

Other assets

273

 

275

Total debt securities
$
37

$
6,077

 
$
12

$
5,912

The contractual maturities of these available-for-sale debt securities as of March 30, 2018 were as follows (in millions):
 
Cost

Estimated
Fair Value

Within 1 year
$
1,171

$
1,214

After 1 year through 5 years
4,366

4,443

After 5 years through 10 years
102

113

After 10 years
311

307

Total
$
5,950

$
6,077

The Company expects that actual maturities may differ from the contractual maturities above because borrowers have the right to call or prepay certain obligations.
The sale and/or maturity of available-for-sale debt securities resulted in the following realized activity (in millions):
 
Three Months Ended
 
March 30, 2018

March 31, 2017

Gross gains
$

$
4

Gross losses
(5
)
(4
)
Proceeds
3,087

3,012

Captive Insurance Companies
In accordance with local insurance regulations, our captive insurance companies are required to meet and maintain minimum solvency capital requirements. The Company elected to invest a majority of its solvency capital in a portfolio of marketable equity and debt securities. These securities are included in the disclosures above. The Company uses one of its consolidated captive insurance companies to reinsure group annuity insurance contracts that cover the pension obligations of certain of our European and Canadian pension plans. This captive's solvency capital funds included equity and debt securities of $1,176 million as of March 30, 2018 and $1,159 million as of December 31, 2017 , which are classified in the line item other assets in our condensed consolidated balance sheets because the assets are not available to satisfy our current obligations.
NOTE 5 : INVENTORIES
Inventories consist primarily of raw materials and packaging (which include ingredients and supplies) and finished goods (which include concentrates and syrups in our concentrate operations and finished beverages in our finished product operations). Inventories are valued at the lower of cost or net realizable value. We determine cost on the basis of the average cost or first-in, first-out methods. Inventories consisted of the following (in millions):
 
March 30,
2018

December 31,
2017

Raw materials and packaging
$
1,882

$
1,729

Finished goods
827

693

Other
228

233

Total inventories
$
2,937

$
2,655





18



NOTE 6 : HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions may adversely impact the Company's financial performance and are referred to as "market risks." When deemed appropriate, our Company uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market risks managed by the Company through the use of derivative and non-derivative financial instruments are foreign currency exchange rate risk, commodity price risk and interest rate risk.
The Company uses various types of derivative instruments including, but not limited to, forward contracts, commodity futures contracts, option contracts, collars and swaps. Forward contracts and commodity futures contracts are agreements to buy or sell a quantity of a currency or commodity at a predetermined future date and at a predetermined rate or price. An option contract is an agreement that conveys the purchaser the right, but not the obligation, to buy or sell a quantity of a currency or commodity at a predetermined rate or price during a period or at a time in the future. A collar is a strategy that uses a combination of options to limit the range of possible positive or negative returns on an underlying asset or liability to a specific range, or to protect expected future cash flows. To do this, an investor simultaneously buys a put option and sells (writes) a call option, or alternatively buys a call option and sells (writes) a put option. A swap agreement is a contract between two parties to exchange cash flows based on specified underlying notional amounts, assets and/or indices. We do not enter into derivative financial instruments for trading purposes. The Company may also designate certain non-derivative instruments, such as our foreign-denominated debt, in hedging relationships.
All derivative instruments are carried at fair value in our condensed consolidated balance sheets in the following line items, as applicable: prepaid expenses and other assets; other assets; accounts payable and accrued expenses; and other liabilities. The carrying values of the derivatives reflect the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. These master netting agreements allow the Company to net settle positive and negative positions (assets and liabilities) arising from different transactions with the same counterparty.
The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments and the type of hedging relationships. Derivatives can be designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our condensed consolidated statements of income as the changes in the fair values of the hedged items attributable to the risk being hedged. The changes in the fair values of derivatives that have been designated and qualify as cash flow hedges or hedges of net investments in foreign operations are recorded in AOCI and are reclassified into the line item in our condensed consolidated statements of income in which the hedged items are recorded in the same period the hedged items affect earnings. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the fair values or cash flows of the underlying exposures being hedged. The changes in the fair values of derivatives that were not designated and/or did not qualify as hedging instruments are immediately recognized into earnings.
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, the Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the related underlying exposures. Any ineffective portion of a financial instrument's change in fair value is immediately recognized into earnings.
The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current market rates. Refer to Note 15 . The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange rates, commodity rates or other financial indices. The Company does not view the fair values of its derivatives in isolation but rather in relation to the fair values or cash flows of the underlying hedged transactions or other exposures. Virtually all of our derivatives are straightforward over-the-counter instruments with liquid markets.







19



The following table presents the fair values of the Company's derivative instruments that were designated and qualified as part of a hedging relationship (in millions):
 
 
Fair Value 1,2
Derivatives Designated as Hedging Instruments
Balance Sheet Location 1
March 30,
2018

December 31, 2017

Assets:
 
 
 
Foreign currency contracts
Prepaid expenses and other assets
$
42

$
45

Foreign currency contracts
Other assets
176

79

Interest rate contracts
Other assets
36

52

Total assets
 
$
254

$
176

Liabilities:
 
 
 
Foreign currency contracts
Accounts payable and accrued expenses
$
77

$
69

Foreign currency contracts
Other liabilities
13

9

Foreign currency contracts
Liabilities held for sale — discontinued operations

8

Commodity contracts
Liabilities held for sale — discontinued operations

4

Interest rate contracts
Accounts payable and accrued expenses

30

Interest rate contracts
Other liabilities
39

39

Total liabilities
 
$
129

$
159

1 All of the Company's derivative instruments are carried at fair value in our condensed consolidated balance sheets after considering the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to Note 15 for the net presentation of the Company's derivative instruments.
2 Refer to Note 15 for additional information related to the estimated fair value.
The following table presents the fair values of the Company's derivative instruments that were not designated as hedging instruments (in millions):
 
 
Fair Value 1,2
Derivatives Not Designated as Hedging Instruments
Balance Sheet Location 1
March 30,
2018

December 31, 2017

Assets:
 
 
 
Foreign currency contracts
Prepaid expenses and other assets
$
15

$
20

Foreign currency contracts
Other assets
2

27

Commodity contracts
Prepaid expenses and other assets
23

25

Commodity contracts
Other assets

1

Other derivative instruments
Prepaid expenses and other assets

8

Total assets
 
$
40

$
81

Liabilities:
 
 
 
Foreign currency contracts
Accounts payable and accrued expenses
$
25

$
69

Foreign currency contracts
Other liabilities
91

28

Foreign currency contracts
Liabilities held for sale — discontinued operations
7


Commodity contracts
Accounts payable and accrued expenses
7

7

Commodity contracts
Other liabilities
1


Commodity contracts
Liabilities held for sale — discontinued operations
5


Interest rate contracts
Accounts payable and accrued expenses
7


Other derivative instruments
Accounts payable and accrued expenses
8

1

Other derivative instruments
Other liabilities
1

1

Total liabilities
 
$
152

$
106

1 All of the Company's derivative instruments are carried at fair value in our condensed consolidated balance sheets after considering the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to Note 15 for the net presentation of the Company's derivative instruments.
2 Refer to Note 15 for additional information related to the estimated fair value.




20



Credit Risk Associated with Derivatives
We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of investment grade or better. We monitor counterparty exposures regularly and review any downgrade in credit rating immediately. If a downgrade in the credit rating of a counterparty were to occur, we have provisions requiring collateral for substantially all of our transactions. To mitigate presettlement risk, minimum credit standards become more stringent as the duration of the derivative financial instrument increases. In addition, the Company's master netting agreements reduce credit risk by permitting the Company to net settle for transactions with the same counterparty. To minimize the concentration of credit risk, we enter into derivative transactions with a portfolio of financial institutions. Based on these factors, we consider the risk of counterparty default to be minimal.
Cash Flow Hedging Strategy
The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused by fluctuations in foreign currency exchange rates, commodity prices or interest rates. The changes in the fair values of derivatives designated as cash flow hedges are recorded in AOCI and are reclassified into the line item in our condensed consolidated statements of income in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in fair values of hedges that are determined to be ineffective are immediately reclassified from AOCI into earnings. The maximum length of time for which the Company hedges its exposure to future cash flows is typically three years.
The Company maintains a foreign currency cash flow hedging program to reduce the risk that our eventual U.S. dollar net cash inflows from sales outside the United States and U.S. dollar net cash outflows from procurement activities will be adversely affected by fluctuations in foreign currency exchange rates. We enter into forward contracts and purchase foreign currency options (principally euros and Japanese yen) and collars to hedge certain portions of forecasted cash flows denominated in foreign currencies. When the U.S. dollar strengthens against the foreign currencies, the decline in the present value of future foreign currency cash flows is partially offset by gains in the fair value of the derivative instruments. Conversely, when the U.S. dollar weakens, the increase in the present value of future foreign currency cash flows is partially offset by losses in the fair value of the derivative instruments. The total notional values of derivatives that were designated and qualify for the Company's foreign currency cash flow hedging program were $ 3,703 million and $ 4,068 million as of March 30, 2018 and December 31, 2017 , respectively.
The Company uses cross-currency swaps to hedge the changes in cash flows of certain of its foreign currency denominated debt due to changes in foreign currency exchange rates. For this hedging program, the Company records the change in carrying value of the foreign currency denominated debt due to changes in exchange rates into earnings each period. The changes in fair value of the cross-currency swap derivatives are recorded in AOCI with an immediate reclassification into earnings for the change in fair value attributable to fluctuations in foreign currency exchange rates. The total notional values of derivatives that have been designated as cash flow hedges for the Company's foreign currency denominated debt were $1,851 million as of March 30, 2018 and December 31, 2017 .
The Company has entered into commodity futures contracts and other derivative instruments on various commodities to mitigate the price risk associated with forecasted purchases of materials used in our manufacturing process. These derivative instruments have been designated and qualify as part of the Company's commodity cash flow hedging program. The objective of this hedging program is to reduce the variability of cash flows associated with future purchases of certain commodities. The total notional values of derivatives that have been designated and qualify for this program were $ 5 million and $ 35 million as of March 30, 2018 and December 31, 2017 , respectively.
Our Company monitors our mix of short-term debt and long-term debt regularly. From time to time, we manage our risk to interest rate fluctuations through the use of derivative financial instruments. The Company has entered into interest rate swap agreements and has designated these instruments as part of the Company's interest rate cash flow hedging program. The objective of this hedging program is to mitigate the risk of adverse changes in benchmark interest rates on the Company's future interest payments. The total notional value of these interest rate swap agreements that were designated and qualified for the Company's interest rate cash flow hedging program was $500 million as of December 31, 2017 . During the three months ended March 30, 2018 , we discontinued the cash flow hedge relationship related to these swaps. We reclassified a loss of $8 million into earnings as a result of the discontinuance. As of March 30, 2018 , we did not have any interest rate swaps designated as a cash flow hedge.







21



The following table presents the pretax impact that changes in the fair values of derivatives designated as cash flow hedges had on AOCI and earnings (in millions):
 
Gain (Loss) Recognized
in OCI

Location of Gain (Loss)
Recognized in Income 1
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)

Gain (Loss) Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)

 
Three Months Ended March 30, 2018
 
 
 
 
 
Foreign currency contracts
$
(57
)
Net operating revenues
$
15

$

2  
Foreign currency contracts
(4
)
Cost of goods sold
(1
)

2  
Foreign currency contracts

Interest expense
(2
)

 
Foreign currency contracts
105

Other income (loss) — net
67

5

 
Foreign currency contracts

Income from discontinued operations

(3
)
 
Interest rate contracts
22

Interest expense
(10
)
(8
)
 
Commodity contracts

Cost of goods sold


 
Commodity contracts

Income from discontinued operations

(5
)
 
Total
$
66

 
$
69

$
(11
)
 
Three Months Ended March 31, 2017
 
 
 
 
 
Foreign currency contracts
$
(87
)
Net operating revenues
$
107

$

2  
Foreign currency contracts
(11
)
Cost of goods sold
3


2  
Foreign currency contracts

Interest expense
(2
)

 
Foreign currency contracts
15

Other income (loss) — net
27

(8
)
 
Interest rate contracts
1

Interest expense
(8
)

 
Commodity contracts
(1
)
Cost of goods sold
1


 
Total
$
(83
)
 
$
128

$
(8
)
 

1 The Company records gains and losses reclassified from AOCI into income for the effective portion and the ineffective portion, if any, to the same line items in our condensed consolidated statements of income.
2 Includes a de minimis amount of ineffectiveness in the hedging relationship.
As of March 30, 2018 , the Company estimates that it will reclassify into earnings during the next 12 months $40 million of gains from the pretax amount recorded in AOCI as the anticipated cash flows occur.
Fair Value Hedging Strategy
The Company uses interest rate swap agreements designated as fair value hedges to minimize exposure to changes in the fair value of fixed-rate debt that results from fluctuations in benchmark interest rates. The Company also uses cross-currency interest rate swaps to hedge the changes in the fair value of foreign currency denominated debt relating to changes in foreign currency exchange rates and benchmark interest rates. The changes in fair values of derivatives designated as fair value hedges and the offsetting changes in fair values of the hedged items are recognized in earnings. The ineffective portions of these hedges are immediately recognized in earnings. As of March 30, 2018 , such adjustments had cumulatively decreased the carrying value of our long-term debt by $ 10 million . When a derivative is no longer designated as a fair value hedge for any reason, including termination and maturity, the remaining unamortized difference between the carrying value of the hedged item at that time and the face value of the hedged item is amortized to earnings over the remaining life of the hedged item, or immediately if the hedged item has matured. The total notional values of derivatives that related to our fair value hedges of this type were $ 8,594 million and $8,121 million as of March 30, 2018 and December 31, 2017 , respectively.
The Company also uses fair value hedges to minimize exposure to changes in the fair value of certain available-for-sale securities from fluctuations in foreign currency exchange rates. The changes in fair values of derivatives designated as fair value hedges and the offsetting changes in fair values of the hedged items due to changes in foreign currency exchange rates are recognized in earnings. As a result, any difference is reflected in earnings as ineffectiveness. The total notional value of derivatives that are related to fair value hedges of this type was $ 311 million as of December 31, 2017 . As of March 30, 2018 , we did not have any fair value hedges of this type.

22



The following table summarizes the pretax impact that changes in the fair values of derivatives designated as fair value hedges had on earnings (in millions):
Hedging Instruments and Hedged Items
Location of Gain (Loss)
Recognized in Income
Gain (Loss)
Recognized in Income 1
Three Months Ended
March 30,
2018

March 31,
2017

Interest rate contracts
Interest expense
$
(16
)
$
(42
)
Fixed-rate debt
Interest expense
14

33

Net impact to interest expense
 
$
(2
)
$
(9
)
Foreign currency contracts
Other income (loss) — net
$
(6
)
$
(19
)
Available-for-sale securities
Other income (loss) — net
6

22

Net impact to other income (loss) — net


$

$
3

Net impact of fair value hedging instruments

$
(2
)
$
(6
)
1 The net impacts represent the ineffective portions of the hedge relationships and the amounts excluded from the assessment of hedge effectiveness.
Hedges of Net Investments in Foreign Operations Strategy
The Company uses forward contracts and a portion of its foreign currency denominated debt, a non-derivative financial
instrument, to protect the value of our investments in a number of foreign subsidiaries. For derivative instruments that are
designated and qualify as hedges of net investments in foreign operations, the changes in fair values of the derivative
instruments are recognized in net foreign currency translation adjustment, a component of AOCI, to offset the changes in the
values of the net investments being hedged. For non-derivative financial instruments that are designated and qualify as hedges
of net investments in foreign operations, the change in the carrying value of the designated portion of the non-derivative
financial instrument due to changes in foreign currency exchange rates is recorded in net foreign currency translation
adjustment. Any ineffective portions of net investment hedges are reclassified from AOCI into earnings during the period of
change.

The following table summarizes the notional values and pretax impact of changes in the fair values of instruments designated as net investment hedges (in millions):
 
Notional Amount
 
Gain (Loss) Recognized in OCI
 
as of
 
Three Months Ended
 
March 30,
2018

December 31, 2017

 
March 30,
2018

March 31,
2017

Foreign currency contracts
$

$

 
$

$
(13
)
Foreign currency denominated debt
13,558

13,147

 
(411
)
2

Total
$
13,558

$
13,147

 
$
(411
)
$
(11
)
The Company did not reclassify any gains or losses related to net investment hedges from AOCI into earnings during the three months ended March 30, 2018 and March 31, 2017 . In addition, the Company did not have any ineffectiveness related to net investment hedges during the three months ended March 30, 2018 and March 31, 2017 . The cash inflows and outflows associated with the Company's derivative contracts designated as net investment hedges are classified in the line item other investing activities in our condensed consolidated statements of cash flows.
Economic (Nondesignated) Hedging Strategy
In addition to derivative instruments that are designated and qualify for hedge accounting, the Company also uses certain derivatives as economic hedges of foreign currency, interest rate and commodity exposure. Although these derivatives were not designated and/or did not qualify for hedge accounting, they are effective economic hedges. The changes in fair value of economic hedges are immediately recognized into earnings.
The Company uses foreign currency economic hedges to offset the earnings impact that fluctuations in foreign currency exchange rates have on certain monetary assets and liabilities denominated in nonfunctional currencies. The changes in fair value of economic hedges used to offset those monetary assets and liabilities are immediately recognized into earnings in the line item other income (loss) — net in our condensed consolidated statements of income. In addition, we use foreign currency economic hedges to minimize the variability in cash flows associated with fluctuations in foreign currency exchange rates. The

23



changes in fair values of economic hedges used to offset the variability in U.S. dollar net cash flows are recognized into earnings in the line items net operating revenues or cost of goods sold in our condensed consolidated statements of income, as applicable. The total notional values of derivatives related to our foreign currency economic hedges were $ 6,242 million and $ 6,827 million as of March 30, 2018 and December 31, 2017 , respectively.
The Company also uses certain derivatives as economic hedges to mitigate the price risk associated with the purchase of materials used in the manufacturing process and for vehicle fuel. The changes in fair values of these economic hedges are immediately recognized into earnings in the line items net operating revenues, cost of goods sold, and selling, general and administrative expenses in our condensed consolidated statements of income, as applicable. The total notional values of derivatives related to our economic hedges of this type were $ 287 million and $ 357 million as of March 30, 2018 and December 31, 2017 , respectively.
The following table presents the pretax impact that changes in the fair values of derivatives not designated as hedging instruments had on earnings (in millions):
Derivatives Not Designated
as Hedging Instruments
Location of Gain (Loss)
Recognized in Income
Gain (Loss)
Recognized in Income
Three Months Ended
March 30,
2018

March 31,
2017

Foreign currency contracts
Net operating revenues
$
(7
)
$
(10
)
Foreign currency contracts
Cost of goods sold
(1
)

Foreign currency contracts
Other income (loss) — net
(43
)
36

Foreign currency contracts
Income from discontinued operations
(6
)

Interest rate contracts
Interest expense
(2
)

Commodity contracts
Net operating revenues

(3
)
Commodity contracts
Cost of goods sold
13

31

Commodity contracts
Selling, general and administrative expenses

(1
)
Commodity contracts
Income from discontinued operations
1


Other derivative instruments
Selling, general and administrative expenses
(6
)
12

Other derivative instruments
Other income (loss) — net
(1
)

Total
 
$
(52
)
$
65

NOTE 7 : DEBT AND BORROWING ARRANGEMENTS
During the three months ended March 30, 2018 , the Company retired upon maturity $750 million  total principal amount of notes due March 14, 2018 at a fixed interest rate of 1.65 percent and $26 million  total principal amount of notes due January 29, 2018 at a fixed interest rate of  9.66 percent .
NOTE 8 : COMMITMENTS AND CONTINGENCIES
Guarantees
As of March 30, 2018 , we were contingently liable for guarantees of indebtedness owed by third parties of $ 632 million , of which $ 260 million was related to variable interest entities. Our guarantees are primarily related to third-party customers, bottlers, vendors and container manufacturing operations and have arisen through the normal course of business. These guarantees have various terms, and none of these guarantees was individually significant. The amount represents the maximum potential future payments that we could be required to make under the guarantees; however, we do not consider it probable that we will be required to satisfy these guarantees.
We believe our exposure to concentrations of credit risk is limited due to the diverse geographic areas covered by our operations.
Legal Contingencies
The Company is involved in various legal proceedings. We establish reserves for specific legal proceedings when we determine that the likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. Management believes that the total liabilities to the Company that may arise as a result of currently pending legal proceedings will not have a material adverse effect on the Company taken as a whole.


24



Tax Audits
The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. We establish reserves
to remove some or all of the tax benefit of any of our tax positions at the time we determine that it becomes uncertain based upon one of the following conditions: (1) the tax position is not "more likely than not" to be sustained; (2) the tax position is "more likely than not" to be sustained, but for a lesser amount; or (3) the tax position is "more likely than not" to be sustained, but not in the financial period in which the tax position was originally taken. For purposes of evaluating whether or not a tax position is uncertain, (1) we presume the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information; (2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position; and (3) each tax position is evaluated without consideration of the possibility of offset or aggregation with other tax positions taken. A number of years may elapse before a particular uncertain tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments varies depending on the tax jurisdiction. The tax benefit that has been previously reserved because of a failure to meet the "more likely than not" recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears under any one of the following conditions: (1) the tax position is "more likely than not" to be sustained; (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation; or (3) the statute of limitations for the tax position has expired. Refer to Note 14 .
On September 17, 2015, the Company received a Statutory Notice of Deficiency ("Notice") from the Internal Revenue Service ("IRS") for the tax years 2007 through 2009, after a five-year audit. In the Notice, the IRS claims that the Company's United States taxable income should be increased by an amount that creates a potential additional federal income tax liability of approximately $3.3 billion for the period, plus interest. No penalties were asserted in the Notice. The disputed amounts largely relate to a transfer pricing matter involving the appropriate amount of taxable income the Company should report in the United States in connection with its licensing of intangible property to certain related foreign licensees regarding the manufacturing, distribution, sale, marketing and promotion of products in overseas markets.
During the 2007-2009 audit period, the Company followed the same transfer pricing methodology for these licenses that had consistently been followed since the methodology was agreed with the IRS in a 1996 closing agreement that applied back to 1987. The closing agreement provided prospective penalty protection as long as the Company followed the prescribed methodology and material facts and circumstances and relevant federal tax law have not changed. On February 11, 2016, the IRS notified the Company, without further explanation, that the IRS had determined that material facts and circumstances and relevant federal tax law had changed permitting it to assert penalties. The Company does not agree with this determination. The Company's compliance with the closing agreement was audited and confirmed by the IRS in five successive audit cycles covering the subsequent 11 years through 2006, with the last audit concluding as recently as 2009.
The Notice represents a repudiation of the methodology previously adopted in the 1996 closing agreement. The IRS designated the matter for litigation on October 15, 2015. To the extent the matter remains designated, the Company will be prevented from pursuing any administrative settlement at IRS Appeals or under the IRS Advance Pricing and Mutual Agreement Program.
The Company firmly believes that the IRS' claims are without merit and plans to pursue all available administrative and judicial remedies necessary to resolve this matter. To that end, the Company filed a petition in the U.S. Tax Court on December 14, 2015, and the IRS filed its answer on February 12, 2016. On October 4, 2017, the IRS filed an amended answer to the Company's petition in which it increased its transfer pricing adjustment by $385 million resulting in an additional tax adjustment of $135 million .
On June 20, 2017, the Company filed a motion for summary judgment on the portion of the IRS' adjustments related to our licensee in Mexico. On December 14, 2017, the U.S. Tax Court issued a decision on the summary judgment motion in favor of the Company. This decision effectively reduced the IRS' potential tax adjustment by approximately $138 million .
The trial began on March 5, 2018 and is set to last approximately two months. The Company intends to continue vigorously defending its position and is confident in its ability to prevail on the merits.
The Company regularly assesses the likelihood of adverse outcomes resulting from tax disputes such as this, and other examinations to determine the adequacy of its tax reserves. The Company believes that the final adjudication of this matter will not have a material impact on its consolidated financial position, results of operations or cash flows. However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS were to prevail in any material respect on its assertions, the additional tax, interest and any potential penalties could have a material adverse impact on the Company's financial position, results of operations and cash flows.

25



Risk Management Programs
The Company has numerous global insurance programs in place to help protect the Company from the risk of loss. In general, we are self-insured for large portions of many different types of claims; however, we do use commercial insurance above our self-insured retentions to reduce the Company's risk of catastrophic loss. Our reserves for the Company's self-insured losses are estimated using actuarial methods and assumptions of the insurance industry, adjusted for our specific expectations based on our claim history. Our self-insurance reserves totaled $ 454 million and $ 480 million as of March 30, 2018 and December 31, 2017 , respectively.
NOTE 9 : OTHER COMPREHENSIVE INCOME
AOCI attributable to shareowners of The Coca-Cola Company is separately presented in our condensed consolidated balance sheets as a component of The Coca-Cola Company's shareowners' equity, which also includes our proportionate share of equity method investees' AOCI. OCI attributable to noncontrolling interests is allocated to, and included in, our condensed consolidated balance sheets as part of the line item equity attributable to noncontrolling interests.
AOCI attributable to shareowners of The Coca-Cola Company consisted of the following, net of tax (in millions):
 
March 30,
2018

 
December 31, 2017

Foreign currency translation adjustments
$
(8,288
)
 
$
(8,957
)
Accumulated derivative net gains (losses)
(135
)
 
(119
)
Unrealized net gains (losses) on available-for-sale securities 1
73

 
493

Adjustments to pension and other benefit liabilities
(1,688
)
 
(1,722
)
Accumulated other comprehensive income (loss)
$
(10,038
)
 
$
(10,305
)
1 The change in the balance from December 31, 2017 includes the $409 million reclassification to retained earnings upon the adoption of ASU
2016-01. Refer to Note 1 and Note 4 .
The following table summarizes the allocation of total comprehensive income between shareowners of The Coca-Cola Company and noncontrolling interests (in millions):
 
Three Months Ended March 30, 2018
 
Shareowners of
The Coca-Cola Company

Noncontrolling
Interests

Total

Consolidated net income
$
1,368

$
32

$
1,400

Other comprehensive income:
 
 
 
Net foreign currency translation adjustments
669

59

728

Net gain (loss) on derivatives 1
(16
)

(16
)
Net change in unrealized gain (loss) on available-for-sale debt securities 2
(11
)

(11
)
Net change in pension and other benefit liabilities 3
34


34

Total comprehensive income
$
2,044

$
91

$
2,135

1 Refer to Note 6 for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow
hedging instruments.
2 Refer to Note 4 for additional information related to the net unrealized gain or loss on available-for-sale debt securities.
3 Refer to Note 13 for additional information related to the Company's pension and other postretirement benefit liabilities.

26



The following tables present OCI attributable to shareowners of The Coca-Cola Company, including our proportionate share
of equity method investees' OCI (in millions):
Three Months Ended March 30, 2018
Before-Tax Amount

 
Income Tax

 
After-Tax Amount

Foreign currency translation adjustments:
 
 
 
 
 
Translation adjustments arising during the period
$
167

 
$
(68
)
 
$
99

Reclassification adjustments recognized in net income
56

 

 
56

Gains (losses) on intra-entity transactions that are of a long-term investment nature
796

 

 
796

Gains (losses) on net investment hedges arising during the period 1
(411
)
 
129

 
(282
)
Net foreign currency translation adjustments
$
608

 
$
61

 
$
669

Derivatives:

 

 

Gains (losses) arising during the period
$
66

 
$
(38
)
 
$
28

Reclassification adjustments recognized in net income
(58
)
 
14

 
(44
)
Net gains (losses) on derivatives 1
$
8

 
$
(24
)
 
$
(16
)
Available-for-sale debt securities:

 

 

Unrealized gains (losses) arising during the period
$
(13
)
 
$
(2
)
 
$
(15
)
Reclassification adjustments recognized in net income
5

 
(1
)
 
4

Net change in unrealized gain (loss) on available-for-sale debt securities 2
$
(8
)
 
$
(3
)
 
$
(11
)
Pension and other benefit liabilities:

 

 

Net pension and other benefit liabilities arising during the period
$
10

 
$
(1
)
 
$
9

Reclassification adjustments recognized in net income
33

 
(8
)
 
25

Net change in pension and other benefit liabilities 3
$
43

 
$
(9
)
 
$
34

Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
   Company
$
651

 
$
25

 
$
676

1  
Refer to Note 6 for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments.
2  
Includes reclassification adjustments related to divestitures of certain available-for-sale debt securities. Refer to Note 4 for additional information related to these divestitures.
3  
Refer to Note 13 for additional information related to the Company's pension and other postretirement benefit liabilities.

Three Months Ended March 31, 2017
Before-Tax Amount

 
Income Tax

 
After-Tax Amount

Foreign currency translation adjustments:
 
 
 
 
 
Translation adjustments arising during the period
$
472

 
$
47

 
$
519

Gains (losses) on intra-entity transactions that are of a long-term investment nature
408

 

 
408

Gains (losses) on net investment hedges arising during the period 1
(11
)
 
4

 
(7
)
Net foreign currency translation adjustments
$
869

 
$
51

 
$
920

Derivatives:
 
 
 
 
 
Gains (losses) arising during the period
$
(78
)
 
$
32

 
$
(46
)
Reclassification adjustments recognized in net income
(120
)
 
45

 
(75
)
Net gains (losses) on derivatives 1
$
(198
)
 
$
77

 
$
(121
)
Available-for-sale securities:
 
 
 
 
 
Unrealized gains (losses) arising during the period
$
258

 
$
(87
)
 
$
171

Reclassification adjustments recognized in net income
(19
)
 
7

 
(12
)
Net change in unrealized gain (loss) on available-for-sale securities 2
$
239

 
$
(80
)
 
$
159

Pension and other benefit liabilities:
 
 
 
 
 
Net pension and other benefit liabilities arising during the period
$
(4
)
 
$
19

 
$
15

Reclassification adjustments recognized in net income
41

 
(15
)
 
26

Net change in pension and other benefit liabilities 3
$
37

 
$
4

 
$
41

Other comprehensive income (loss) attributable to shareowners of The Coca-Cola
Company
$
947

 
$
52

 
$
999

1  
Refer to Note 6 for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments.
2  
Includes reclassification adjustments related to divestitures of certain available-for-sale securities. Refer to Note 4 for additional information related to these divestitures.
3  
Refer to Note 13 for additional information related to the Company's pension and other postretirement benefit liabilities.

27



The following table presents the amounts and line items in our condensed consolidated statement of income where adjustments reclassified from AOCI into income were recorded (in millions):
 
 
Amount Reclassified from
AOCI into Income
 
Description of AOCI Component
Financial Statement Line Item
Three Months Ended March 30, 2018
 
Foreign currency translation adjustments:
 
 
 
Divestitures, deconsolidations and other 1
Other income (loss) — net
$
56

 
 
Income from continuing operations before income taxes
56

 
 
Income taxes from continuing operations

 
 
Consolidated net income
$
56

 
Derivatives:
 
 
 
Foreign currency contracts
Net operating revenues
$
(15
)
 
Foreign currency and commodity contracts
Cost of goods sold
1

 
Foreign currency contracts
Other income (loss) — net
(71
)
 
Foreign currency and commodity contracts
Income from discontinued operations
8

 
Foreign currency and interest rate contracts
Interest expense
19

 
 
Income from continuing operations before income taxes
(58
)
 
 
Income taxes from continuing operations
14

 
 
Consolidated net income
$
(44
)
 
Available-for-sale securities:
 
 
 
Sale of securities
Other income (loss) — net
$
5

 
 
Income from continuing operations before income taxes
5

 
 
Income taxes from continuing operations
(1
)
 
 
Consolidated net income
$
4

 
Pension and other benefit liabilities:
 
 
 
Recognized net actuarial loss (gain)
Other income (loss) — net
$
35

 
Recognized prior service cost (credit)
Other income (loss) — net
(2
)
 
 
Income from continuing operations before income taxes
33

 
 
Income taxes from continuing operations
(8
)
 
 
Consolidated net income
$
25

 
1 Primarily related to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's
former Russian juice operations.


















28



NOTE 10 : CHANGES IN EQUITY
The following table provides a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to shareowners of The Coca-Cola Company and equity attributable to noncontrolling interests (in millions):
 
 
 
Shareowners of The Coca-Cola Company   
 

 
Common Shares Outstanding

Total

Reinvested
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Common
Stock

Capital
Surplus

Treasury
Stock

Non-
controlling
Interests

December 31, 2017
4,259

$
18,977

$
60,430

$
(10,305
)
$
1,760

$
15,864

$
(50,677
)
$
1,905

Adoption of accounting standards 1

2,605

3,014

(409
)




Comprehensive income (loss)

2,135

1,368

676




91

Dividends paid/payable to
   shareowners of The Coca-Cola
   Company

(1,662
)
(1,662
)





Business combinations including
   purchase accounting adjustments

13






13

Purchases of treasury stock
(18
)
(822
)




(822
)

Impact related to stock
   compensation plans
18

373




142

231


Other activities

(2
)





(2
)
March 30, 2018
4,259

$
21,617

$
63,150

$
(10,038
)
$
1,760

$
16,006

$
(51,268
)
$
2,007

1 Refer to Note 1 , Note 3 , Note 4 and Note 14 .
NOTE 11 : SIGNIFICANT OPERATING AND NONOPERATING ITEMS
Other Operating Charges
During the three months ended March 30, 2018 , the Company recorded other operating charges of $536 million . These charges primarily consisted of $390 million  of CCR asset impairments and $95 million related to the Company's productivity and reinvestment program. In addition, other operating charges included $45 million related to costs incurred to refranchise certain of our North America bottling operations. Costs related to refranchising include, among other items, internal and external costs for individuals directly working on the refranchising efforts, severance, and costs associated with the implementation of information technology systems to facilitate consistent data standards and availability throughout our North America bottling system. Refer to Note 12 for additional information on the Company's productivity, integration and restructuring initiatives. Refer to Note 15  for information on how the Company determined the asset impairment charges. Refer to Note 16 for the impact these charges had on our operating segments.
During the  three months ended   March 31, 2017 , the Company recorded other operating charges of  $290 million . These charges primarily consisted of  $139 million  related to the Company's productivity and reinvestment program and charges of  $104 million  related to certain intangible assets. The charges related to intangible assets included an  $84 million  impairment of CCR goodwill and impairments of  $20 million  related to Venezuelan intangible assets. In addition, other operating charges included  $39 million  related to costs incurred to refranchise certain of our bottling operations. These costs include, among other items, internal and external costs for individuals directly working on the refranchising efforts, severance, and costs associated with the implementation of information technology systems to facilitate consistent data standards and availability throughout our North America bottling system. Refer to  Note 12  for additional information on the Company's productivity, integration and restructuring initiatives. Refer to  Note 1  for additional information about the Venezuelan intangible assets and  Note 15  for information on how the Company determined the asset impairment charges. Refer to  Note 16  for the impact these charges had on our operating segments.
Other Nonoperating Items
Equity Income (Loss) — Net
During the three months ended March 30, 2018 and March 31, 2017 , the Company recorded net charges of $51 million and $58 million , respectively. These amounts represent the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees. Refer to Note 16 for the impact these items had on our operating segments.

29



Other Income (Loss) — Net
During the three months ended March 30, 2018 , the Company recorded a net loss of $85 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities and a net loss of $33 million primarily related to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's former Russian juice operations. The Company also recorded $19 million primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Refer to Note 1 and Note 4 for additional information on mark-to-market adjustments of equity securities. Refer to Note 2 for additional information on the North America conversion payments. Refer to Note 16 for the impact these items had on our operating segments.
During the  three months ended March 31, 2017 , the Company recognized losses of  $497 million  due to the refranchising of certain bottling territories in North America and charges of  $106 million  primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Additionally other income (loss)  — net includes charges of $18 million resulting from special termination benefits related to refranchising certain of our North America bottling operations. Refer to  Note 2  for additional information on the North America refranchising and the conversion payments. Refer to Note 13 for additional information on the special termination benefit charges. Refer to  Note 16  for the impact these items had on our operating segments.
NOTE 12 : PRODUCTIVITY AND REINVESTMENT PROGRAM
In February 2012, the Company announced a productivity and reinvestment program designed to further enable our efforts to strengthen our brands and reinvest our resources to drive long-term profitable growth. This program is focused on the following initiatives: global supply chain optimization; global marketing and innovation effectiveness; operating expense leverage and operational excellence; data and information technology systems standardization; and the integration of Coca-Cola Enterprises Inc.'s former North American bottling operations.
In February 2014, the Company announced the expansion of our productivity and reinvestment program to drive incremental productivity that will primarily be redirected into increased media investments. Our incremental productivity goal consists of two relatively equal components. First, we will expand savings through global supply chain optimization, data and information technology systems standardization, and resource and cost reallocation. Second, we will increase the effectiveness of our marketing investments by transforming our marketing and commercial model to redeploy resources into more consumer-facing marketing investments to accelerate growth.
In October 2014, the Company announced that we were further expanding our productivity and reinvestment program and extending it through 2019. The expansion of the productivity initiatives will focus on four key areas: restructuring the Company's global supply chain; implementing zero-based work, an evolution of zero-based budget principles, across the organization; streamlining and simplifying the Company's operating model; and further driving increased discipline and efficiency in direct marketing investments.
In April 2017, the Company announced its plans to transition to a new, more agile operating model to enable growth. Under this operating model, our business units will be supported by an expanded enabling services organization and a corporate center focused on a few strategic initiatives, policy and governance. The expanded enabling services organization will focus on both simplifying and standardizing key transactional processes and providing support to business units through global centers of excellence.
The Company has incurred total pretax expenses of $ 3,153 million related to this program since it commenced. These expenses were recorded in the line item other operating charges in our condensed consolidated statements of income. Refer to Note 16 for the impact these charges had on our operating segments. Outside services reported in the table below primarily relate to expenses in connection with legal, outplacement and consulting activities. Other direct costs reported in the table below include, among other items, internal and external costs associated with the development, communication, administration and implementation of these initiatives; accelerated depreciation on certain fixed assets; contract termination fees; and relocation costs.

30



The following table summarizes the balance of accrued expenses related to these productivity and reinvestment initiatives and the changes in the accrued amounts as of and for the three months ended March 30, 2018 (in millions):
 
Accrued
Balance
December 31, 2017

Costs
Incurred
Three Months Ended
March 30, 2018

Payments

Noncash
and
Exchange

Accrued
Balance
March 30, 2018

Severance pay and benefits
$
190

$
33

$
(84
)
$
3

$
142

Outside services
1

18

(11
)

8

Other direct costs
15

44

(49
)
1

11

Total
$
206

$
95

$
(144
)
$
4

$
161

NOTE 13 : PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Net periodic benefit cost for our pension and other postretirement benefit plans consisted of the following (in millions):
 
Pension Benefits  
 
Other Benefits  
 
Three Months Ended
 
March 30,
2018

March 31,
2017

 
March 30,
2018

March 31,
2017

Service cost
$
32

$
50

 
$
3

$
5

Interest cost
73

78

 
6

8

Expected return on plan assets 1
(168
)
(161
)
 
(3
)
(3
)
Amortization of prior service cost (credit)
2


 
(4
)
(5
)
Amortization of net actuarial loss
34

44

 
1

2

Net periodic benefit cost (income)
(27
)
11

 
3

7

Special termination benefits 2

18

 


Total cost (income) recognized in condensed consolidated
   statements of income
$
(27
)
$
29

 
$
3

$
7

1 The weighted-average expected long-term rates of return on plan assets used in computing 2018 net periodic benefit cost are 8.0 percent for pension benefits plans and 4.5 percent for other benefit plans.
2  
The special termination benefits were primarily related to North America refranchising and the Company's productivity, restructuring and integration initiatives. Refer to Note 2 and Note 12 .
All of the amounts in the table above, other than service cost, were recorded in the line item other income (loss) — net in our condensed consolidated statements of income. During the three months ended March 30, 2018 , the Company contributed $ 27 million to our pension plans, and we anticipate making additional contributions of approximately $ 24 million during the remainder of 2018. The Company contributed $ 43 million to our pension plans during the three months ended March 31, 2017 .
NOTE 14 : INCOME TAXES
At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full fiscal year. This estimate reflects, among other items, our best estimate of operating results and foreign currency exchange rates. Based on current tax laws, the Company's effective tax rate in 2018 is expected to be 21.0 percent before
considering the potential impact of further clarification of certain matters related to the Tax Reform Act and any unusual or
special items that may affect our effective tax rate.
On September 17, 2015, the Company received a Statutory Notice of Deficiency from the IRS for the tax years 2007 through 2009, after a five-year audit. Refer to Note 8 .
The Company recorded income tax expense on income from continuing operations of $506 million ( 27.6 percent effective tax rate) and $323 million ( 21.4 percent effective tax rate) during the three months ended March 30, 2018 and March 31, 2017 , respectively. The Company recorded income tax expense on income from discontinued operations of $40 million ( 35.3 percent effective tax rate) during the three months ended March 30, 2018 .

31



The following table illustrates the income tax expense (benefit) associated with significant operating and nonoperating items for the interim periods presented (in millions):
 
Three Months Ended
 
 
March 30,
2018

 
March 31,
2017

 
Asset impairments
$
(100
)
1  
$

1  
Productivity and reinvestment program
(23
)
2  
(52
)
2  
Transaction gains and losses
(17
)
3  
(174
)
6  
Certain tax matters
126

4  
(30
)
7  
Other — net
(18
)
5  
(17
)
8  
1  
Related to charges of $390 million and $104 million during the three months ended March 30, 2018 and March 31, 2017 , respectively, due to impairments of certain of the Company's assets. Refer to Note 11 and  Note 15 .
2  
Related to charges of $95 million and $139 million during the three months ended March 30, 2018 and March 31, 2017 , respectively, due to the Company's productivity and reinvestment program. Refer to Note 12 .
3  
Related to charges of $99 million which consisted of $45 million related to costs incurred to refranchise certain of our bottling operations, a net loss of $33 million primarily related to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's former Russian juice operations, charges of $19 million related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements, and a loss of $2 million as a result of the refranchising of certain bottling territories in North America. Refer to Note 2 and Note 11 .
4  
Related to $176 million of income tax expense primarily as a result of adjustments to our provisional remeasurement of deferred taxes recorded as of December 31, 2017, related to the Tax Reform Act signed into law on December 22, 2017. The Company also recorded a net tax charge of $34 million for changes to our uncertain tax positions, including interest and penalties, as well as for agreed upon tax matters. These charges were partially offset by $84 million of excess tax benefits recorded in association with the Company's share-based compensation arrangements.
5  
Related to charges of $154 million that primarily consisted of a net charge of $51 million due to our proportionate share of unusual or infrequent items recorded by certain of our equity method investees, a net loss of $85 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities and a $5 million charge due to tax litigation expense. Refer to Note 11 .
6  
Related to charges of  $665 million that primarily consisted of a pretax loss of  $497 million  as a result of the refranchising of certain bottling territories in North America, charges of $57 million  related to costs incurred to refranchise certain of our bottling operations, including special termination benefits, and charges of $106 million primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Refer to Note 2 and  Note 11 .
7  
Related to  $53 million  of excess tax benefits associated with the Company's share-based compensation arrangements partially offset by
changes to our uncertain tax positions, including interest and penalties. The components of the net change in uncertain tax positions were
individually insignificant.
8  
Related to charges of  $64 million  that included a  $58 million  net charge due to our proportionate share of significant operating and
nonoperating items recorded by certain of our equity method investees and a  $6 million  charge due to tax litigation expense. Refer
to  Note 11 .
In October 2016, the FASB issued ASU 2016-16, which requires the Company to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. ASU 2016-16 was effective for the Company beginning January 1, 2018 and was adopted using a modified retrospective basis. We recorded a $2.9 billion cumulative effect adjustment to increase the opening balance of reinvested earnings with the majority of the offset being recorded as a deferred tax asset. This amount is primarily related to trademarks and other intangible assets and was recorded as a deferred tax asset in the line item deferred income tax assets in our condensed consolidated balance sheet.
The Company evaluates the recoverability of our deferred tax assets in accordance with U.S. GAAP. We perform our recoverability tests on a quarterly basis, or more frequently, to determine whether it is more likely than not that any of our deferred tax assets will not be realized within their life cycle based on the available evidence. The Company's deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future realization of recorded tax benefits on tax loss carryforwards from operations in various jurisdictions.
The Tax Reform Act was signed into law on December 22, 2017. Among other things, the Tax Reform Act reduces the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent effective for tax years beginning after December 31, 2017 , transitions the U.S. method of taxation from a worldwide tax system to a modified territorial system and requires companies to pay a one-time transition tax over a period of eight years on the mandatory deemed repatriation of prescribed foreign earnings as of December 31, 2017 . We are applying the guidance in the U.S. Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 118 ("SAB 118") when accounting for the enactment date effects of the Tax Reform Act. As of March 30, 2018 , we have not completed our accounting for the tax effects of the Tax Reform Act; however, in certain cases, we

32



have made a reasonable estimate of the effects of the Tax Reform Act. In other cases, we have not been able to make a reasonable estimate and continue to account for those items under ASC 740, Income Taxes , and the provisions of the tax laws that were in effect immediately prior to enactment of the Tax Reform Act. As further discussed below, during the three months ended March 30, 2018 , we recognized total adjustments of $176 million (a 9.6 percentage point increase to our effective tax rate) in deferred tax expense to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income taxes from continuing operations. In all cases, we will continue to make and refine our calculations as additional analysis is completed. Our estimates may also be affected as we gain a more thorough understanding of the Tax Reform Act. These changes could be material to income tax expense.
The one-time transition tax is based on our total accumulated post-1986 prescribed foreign earnings and profits ("E&P") estimated to be $42 billion , the majority of which was previously considered to be indefinitely reinvested and, accordingly, no U.S. federal and state income taxes had been provided. We have not made any adjustments as of March 30, 2018 to either our reasonable estimate of $4.6 billion originally recorded as a provisional tax amount for our one-time transition tax liability or the reasonable estimate of $0.6 billion provisional deferred tax for the related withholding taxes and state income taxes. Because of the complexities of the Tax Reform Act, we are still finalizing our calculation of the total accumulated post-1986 prescribed E&P for the applicable foreign entities. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 prescribed foreign E&P and finalize the amounts held in cash or other specified assets. No additional income taxes have been provided for any additional outside basis differences inherent in these entities, as these amounts, as of March 30, 2018 , continue to be provisionally indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis differences in these entities (i.e., basis differences in excess of that subject to the one-time transition tax) is not practicable.
We also remeasured and adjusted certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21.0 percent . However, as of March 30, 2018 , we are still analyzing certain aspects of the Tax Reform Act and refining our calculations, which could affect the measurement of these balances or give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement and adjustments of our deferred tax balance was a tax benefit of $1.6 billion . Upon further analyses of certain aspects of the Tax Reform Act and refinement of our calculations during the three months ended March 30, 2018 , we adjusted our provisional amount by $176 million in deferred tax expense, which is included as a component of income tax expense from continuing operations. We do not consider the accounting for the enactment-date remeasurement of deferred tax assets and liabilities to be complete.
The Global Intangible Low-Taxed Income ("GILTI") provisions of the Tax Reform Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's tangible assets.
As of March 30, 2018 , because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we have included GILTI related to current year operations only in our estimated annual effective tax rate and have not provided additional GILTI on deferred items. The Company has not yet elected an accounting policy related to how it will account for GILTI and therefore has not provided any deferred tax impacts of GILTI in its condensed consolidated financial statements for the three months ended March 30, 2018 .
NOTE 15 : FAIR VALUE MEASUREMENTS
U.S. GAAP defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

33



Recurring Fair Value Measurements
In accordance with U.S. GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. For our Company, the only assets and liabilities that are adjusted to fair value on a recurring basis are investments in equity securities with readily determinable fair values, debt securities classified as trading or available-for-sale and derivative financial instruments. Additionally, the Company adjusts the carrying value of certain long-term debt as a result of the Company's fair value hedging strategy.
Investments in Debt and Equity Securities
The fair values of our investments in debt and equity securities using quoted market prices from daily exchange traded markets are based on the closing price as of the balance sheet date and are classified as Level 1. The fair values of our investments in debt and equity securities classified as Level 2 are priced using quoted market prices for similar instruments or non-binding market prices that are corroborated by observable market data. Inputs into these valuation techniques include actual trade data, benchmark yields, broker/dealer quotes and other similar data. These inputs are obtained from quoted market prices, independent pricing vendors or other sources.
Derivative Financial Instruments
The fair values of our futures contracts are primarily determined using quoted contract prices on futures exchange markets. The fair values of these instruments are based on the closing contract price as of the balance sheet date and are classified as Level 1.
The fair values of our derivative instruments other than futures are determined using standard valuation models. The significant inputs used in these models are readily available in public markets, or can be derived from observable market transactions, and therefore have been classified as Level 2. Inputs used in these standard valuation models for derivative instruments other than futures include the applicable exchange rates, forward rates, interest rates, discount rates and commodity prices. The standard valuation model for options also uses implied volatility as an additional input. The discount rates are based on the historical U.S. Deposit or U.S. Treasury rates, and the implied volatility specific to options is based on quoted rates from financial institutions.
Included in the fair values of derivative instruments is an adjustment for nonperformance risk. The adjustment is based on current credit default swap ("CDS") rates applied to each contract, by counterparty. We use our counterparty's CDS rate when we are in an asset position and our own CDS rate when we are in a liability position. The adjustment for nonperformance risk did not have a significant impact on the fair values of our derivative instruments.
The following tables summarize those assets and liabilities measured at fair value on a recurring basis (in millions):
March 30, 2018
Level 1

Level 2

Level 3

 
Other 4

Netting
Adjustment

5  
Fair Value
Measurements

 
Assets:
 
 
 
 
 
 
 
 
 
Equity securities with readily determinable values 1
$
2,056

$
164

$
3

 
$
66

$

 
$
2,289

 
Debt securities 1

5,957

157

3  


 
6,114

 
Derivatives 2
5

289


 

(241
)
6  
53

8  
Total assets
$
2,061

$
6,410

$
160

 
$
66

$
(241
)
 
$
8,456

 
Liabilities:
 
 
 
 
 
 
 
 
 
Derivatives 2
$
(5
)
$
(276
)
$

 
$

$
202

7  
$
(79
)
8  
Total liabilities
$
(5
)
$
(276
)
$

 
$

$
202

 
$
(79
)
 
1 Refer to Note 4 for additional information related to the composition of our equity securities with readily determinable values and debt securities.
2 Refer to Note 6 for additional information related to the composition of our derivative portfolio.
3  
Primarily related to debt securities that mature in 2018.
4 Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 4 .
5 Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and also cash collateral held or placed with the same counterparties. There are no amounts subject to legally enforceable master netting agreements that management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 6 .
6  
The Company is obligated to return $99 million in cash collateral it has netted against its net asset derivative position.
7  
The Company has the right to reclaim $55 million in cash collateral it has netted against its net liability derivative position.
8  
The Company's derivative financial instruments are recorded at fair value in our condensed consolidated balance sheet as follows: $ 53 million in the line item other assets; $12 million in the line item liabilities held for sale — discontinued operations; and $ 67 million in the line item other liabilities. Refer to Note 6 for additional information related to the composition of our derivative portfolio.

34



December 31, 2017
Level 1

Level 2

Level 3

 
Other 4

Netting
Adjustment

5  
Fair Value
Measurements

 
Assets:
 
 
 
 
 
 
 
 
 
Trading securities 1
$
212

$
127

$
3

 
$
65

$

 
$
407

 
Available-for-sale securities 1
1,899

5,739

169

3  


 
7,807

 
Derivatives 2
7

250


 

(198
)
6  
59

8  
Total assets
$
2,118

$
6,116

$
172

 
$
65

$
(198
)
 
$
8,273

 
Liabilities:
 
 
 
 
 
 
 
 
 
Derivatives 2
$
(3
)
$
(262
)
$

 
$

$
147

7  
$
(118
)
8  
Total liabilities
$
(3
)
$
(262
)
$

 
$

$
147

 
$
(118
)
 
1  
Refer to Note 4 for additional information related to the composition of our trading securities and available-for-sale securities.
2 Refer to Note 6 for additional information related to the composition of our derivative portfolio.
3 Primarily related to debt securities that mature in 2018.
4  
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been categorized in the fair value hierarchy but are included to reconcile to the amounts presented in Note 4 .
5 Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and also cash collateral held or placed with the same counterparties. There are no amounts subject to legally enforceable master netting agreements that management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 6 .
6 The Company is obligated to return $55 million in cash collateral it has netted against its derivative position.
7  
The Company has the right to reclaim $2 million in cash collateral it has netted against its derivative position.
8  
The Company's derivative financial instruments are recorded at fair value in our condensed consolidated balance sheet as follows:$ 59 million in the line item other assets; $28 million in the line item accounts payable and accrued expenses; $12 million in the line item liabilities held for sale — discontinued operations; and $ 78 million in the line item other liabilities. Refer to Note 6 for additional information related to the composition of our derivative portfolio.
Gross realized and unrealized gains and losses on Level 3 assets and liabilities were not significant for the three months ended March 30, 2018 and March 31, 2017 .
The Company recognizes transfers between levels within the hierarchy as of the beginning of the reporting period. Gross transfers between levels within the hierarchy were not significant for the three months ended March 30, 2018 and March 31, 2017 .
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at fair value on a nonrecurring basis as required by U.S. GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges, or as a result of observable changes in equity securities using the measurement alternative.










35



The gains and losses on assets measured at fair value on a nonrecurring basis are summarized in the table below (in millions):
 
Gains (Losses)   
 
 
Three Months Ended
 
 
March 30, 2018

 
March 31,
2017

 
Other long-lived assets
$
(252
)
1  
$

 
Intangible assets
(138
)
1  
(104
)
2  
Assets held for sale

 
(367
)
3  
Total
$
(390
)
 
$
(471
)
 
1 The Company recognized losses of  $390 million  during the three months ended March 30, 2018 due to impairment charges on certain CCR intangible assets and fixed assets recorded in our Bottling Investments operating segment, as a result of management's revised estimate of the proceeds that are expected to be received for the remaining bottling territories upon their refranchising. These charges were determined by comparing the fair value of the reporting unit, based on Level 3 inputs, to its carrying value. Refer to Note 11 .
2  
The Company recognized losses of  $104 million  during the three months ended March 31, 2017 due to impairment charges on certain intangible assets. The charges included  $84 million  related to the impairment of CCR goodwill recorded in our Bottling Investments operating segment, primarily as a result of current quarter refranchising activities in North America and management's estimate of the proceeds that are expected to be received for the remaining bottling territories upon their refranchising. This charge was determined by comparing the fair value of the reporting unit, based on Level 3 inputs, to its carrying value. Additionally, the charges included $20 million  of impairments related to Venezuelan intangible assets that were recorded due to weaker sales resulting from continued political instability. The fair value of these assets was derived using discounted cash flow analyses based on Level 3 inputs. Refer to Note 11 .
3 The Company is required to record assets and liabilities that are held for sale at the lower of carrying value or fair value less any costs to sell based on the agreed-upon sale price. These losses related to refranchising activities in North America, which were calculated based on Level 3 inputs. Refer to Note 2 .
Other Fair Value Disclosures
The carrying amounts of cash and cash equivalents; short-term investments; trade accounts receivables; accounts payable and accrued expenses; and loans and notes payable approximate their fair values because of the short-term maturities of these instruments.
The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those instruments. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest rates, credit risk and the contractual terms of the debt instruments. As of March 30, 2018 , the carrying amount and fair value of our long-term debt, including the current portion, were $ 34,162 million and $ 34,481 million , respectively. As of December 31, 2017 , the carrying amount and fair value of our long-term debt, including the current portion, were $ 34,480 million  and $ 35,169 million , respectively.

36



NOTE 16 : OPERATING SEGMENTS
Information about our Company's continuing operations by operating segment is as follows (in millions):
 
Europe, Middle East & Africa

Latin
America

North
America

Asia Pacific

Bottling
Investments

Corporate

Eliminations

Consolidated

 
As of and for the three months ended March 30, 2018
 
 
 
 
 
 
 
 
 
Net operating revenues:
 
 
 
 
 
 
 
 
 
Third party
$
1,692

$
979

$
2,625

$
1,112

$
1,051

$
18

$

$
7,477

 
Intersegment
149

19

55

106



(180
)
149

1  
Total net operating revenues
1,841

998

2,680

1,218

1,051

18

(180
)
7,626

 
Operating income (loss)
914

572

531

565

(461
)
(310
)

1,811

 
Income (loss) from continuing
   operations before income taxes
927

566

531

574

(388
)
(377
)

1,833

 
Identifiable operating assets
9,089

1,990

18,093

2,324

4,342

27,761


63,599

2  
Noncurrent investments
1,239

889

119

185

16,506

3,579


22,517

 
As of and for the three months ended March 31, 2017
 
 
 
 
 
 
 
 
 
Net operating revenues: 3
 
 
 
 
 
 
 
 
 
Third party
$
1,632

$
913

$
1,653

$
1,078

$
3,813

$
29

$

$
9,118

 
Intersegment

13

764

130

23


(930
)

 
Total net operating revenues
1,632

926

2,417

1,208

3,836

29

(930
)
9,118

 
Operating income (loss) 3,4
860

505

574

541

(89
)
(428
)

1,963

 
Income (loss) from continuing
   operations before income taxes 3
885

507

477

549

(546
)
(365
)

1,507

 
Identifiable operating assets
5,044

1,959

17,040

2,157

15,165

31,853


73,218

 
Noncurrent investments
1,345

874

106

166

12,056

3,436


17,983

 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
Identifiable operating assets
$
5,475

$
1,896

$
17,619

$
2,072

$
4,493

$
27,060

$

$
58,615

5  
Noncurrent investments
1,238

891

112

177

15,998

3,536


21,952

 
1 Intersegment revenues do not eliminate on a consolidated basis in the table above due to intercompany sales to our discontinued
operations .
2 Identifiable operating assets excludes $7,166 million of assets held for sale discontinued operations.
3 Amounts have been adjusted to reflect the reclassification of certain revenue streams from the Bottling Investments operating segment to
the North America operating segment effective January 1, 2018 .
4 Amounts have been adjusted to reflect the adoption of ASU 2017-07. Refer to Note 1
5 Identifiable operating assets excludes $7,329 million of assets held for sale discontinued operations.
During the three months ended March 30, 2018 , the results of our operating segments were impacted by the following items:
Operating income (loss) and income (loss) from continuing operations before income taxes were reduced by $2 million for Europe, Middle East and Africa, $2 million for Latin America, $ 52 million for North America, $ 6 million for Bottling Investments and $ 33 million for Corporate due to the Company's productivity and reinvestment program. Refer to Note 12 .
Operating income (loss) and income (loss) from continuing operations before income taxes were reduced by $390 million for Bottling Investments due to asset impairment charges. Refer to Note 11 and Note 15 .
Operating income (loss) and income (loss) from continuing operations before income taxes were reduced by $45 million for Bottling Investments due to costs incurred to refranchise certain of our bottling operations. Refer to Note 11 .
Income (loss) from continuing operations before income taxes was reduced by $68 million for Bottling Investments and increased by $17 million for Corporate due to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees. Refer to Note 11 .
Income (loss) from continuing operations before income taxes was reduced by $85 million for Corporate related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities. Refer to Note 4 and Note 11 .
Income (loss) from continuing operations before income taxes was reduced by $33 million for Bottling Investments primarily due to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's former Russian juice operations. Refer to Note 11 .

37



Income (loss) from continuing operations before income taxes was reduced by $19 million for North America primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Refer to Note 2 .
During the three months ended March 31, 2017 , the results of our operating segments were impacted by the following items:
Operating income (loss) and income (loss) from continuing operations before income taxes were reduced by  $2 million for Europe, Middle East and Africa, $35 million  for North America,  $1 million for Asia Pacific, $14 million  for Bottling Investments and $87 million  for Corporate due to the Company's productivity and reinvestment program. Refer to  Note 12 .
Operating income (loss) was reduced by $39 million and income (loss) from continuing operations before income taxes was reduced by  $57 million  for Bottling Investments due to costs incurred to refranchise certain of our bottling operations. Refer to  Note 2  and  Note 11 .
Operating income (loss) and income (loss) from continuing operations before income taxes were reduced by $84 million for Bottling Investments and  $20 million  for Corporate due to impairment charges recorded on certain of the Company's intangible assets. Refer to  Note 1  and  Note 11 .
Income (loss) from continuing operations before income taxes was reduced by  $4 million  for Europe, Middle East and Africa,  $53 million  for Bottling Investments and  $1 million  for Corporate due to the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees. Refer to  Note 11 .
Income (loss) from continuing operations before income taxes was reduced by  $106 million  for North America primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Refer to Note 2 .
Income (loss) from continuing operations before income taxes was reduced by  $497 million  for Bottling Investments due to the refranchising of certain bottling territories in North America. Refer to Note 2 and  Note 11 .

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations
When used in this report, the terms "The Coca-Cola Company," "Company," "we," "us" and "our" mean The Coca-Cola Company and all entities included in our condensed consolidated financial statements.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Recoverability of Current and Noncurrent Assets
Our Company faces many uncertainties and risks related to various economic, political and regulatory environments in the countries in which we operate, particularly in developing and emerging markets. Refer to the heading "Item 1A. Risk Factors" in Part I and "Our Business — Challenges and Risks" in Part II of our Annual Report on Form 10-K for the year ended December 31, 2017 . As a result, management must make numerous assumptions which involve a significant amount of judgment when completing recoverability and impairment tests of current and noncurrent assets in various regions around the world.
We perform recoverability and impairment tests of current and noncurrent assets in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). For certain assets, recoverability and/or impairment tests are required only when conditions exist that indicate the carrying value may not be recoverable. For other assets, impairment tests are required at least annually, or more frequently if events or circumstances indicate that an asset may be impaired.
Our equity method investees also perform such recoverability and/or impairment tests. If an impairment charge is recorded by one of our equity method investees, the Company records its proportionate share of such charge as a reduction of equity income (loss) — net in our condensed consolidated statement of income. However, the actual amount we record with respect to our proportionate share of such charges may be impacted by items such as basis differences, deferred taxes and deferred gains.
Investments in Equity and Debt Securities
Investments classified as equity securities with readily determinable values are not assessed for impairment, since they are carried at fair value with the change in fair value included in net income. We review our investments in equity securities that are accounted for using the equity method, equity securities without readily determinable values and debt securities that are classified as available-for-sale or held-to-maturity each reporting period to determine whether a significant event or change in circumstances has occurred that may have an adverse effect on the fair value of each investment. When such events or changes occur, we evaluate the fair value compared to our cost basis in the investment. We also perform this evaluation every reporting period for each investment for which our cost basis has exceeded the fair value. The fair values of most of our Company's

38



investments in publicly traded companies are often readily available based on quoted market prices. For investments in nonpublicly traded companies, management's assessment of fair value is based on valuation methodologies including discounted cash flows, estimates of sales proceeds and appraisals, as appropriate. We consider the assumptions that we believe a hypothetical marketplace participant would use in evaluating estimated future cash flows when employing the discounted cash flow or estimates of sales proceeds valuation methodologies. The ability to accurately predict future cash flows, especially in emerging and developing markets, may impact the determination of fair value.
In the event the fair value of an investment declines below our cost basis, management is required to determine if the decline in fair value is other than temporary. If management determines the decline is other than temporary, an impairment charge is recorded. Management's assessment as to the nature of a decline in fair value is based on, among other things, the length of time and the extent to which the market value has been less than our cost basis; the financial condition and near-term prospects of the issuer; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.
The following table presents the difference between calculated fair values, based on quoted closing prices of publicly traded shares, and our Company's cost basis in investments in publicly traded companies accounted for under the equity method (in millions):
March 30, 2018
Fair
Value

Carrying
Value

Difference

Monster Beverage Corporation
$
5,842

$
3,433

$
2,409

Coca-Cola FEMSA, S.A.B. de C.V.
3,772

1,995

1,777

Coca-Cola European Partners plc 1
3,664

3,762

(98
)
Coca-Cola HBC AG
3,147

1,300

1,847

Coca-Cola Amatil Limited
1,518

681

837

Coca-Cola Bottlers Japan Holdings Inc.
1,388

1,203

185

Embotelladora Andina S.A.
656

320

336

Coca-Cola İçecek A.Ş.
487

241

246

Coca-Cola Bottling Co. Consolidated
429

132

297

Corporación Lindley S.A.
300

136

164

Total
$
21,203

$
13,203

$
8,000

1  
The carrying value of our investment in Coca-Cola European Partners plc ("CCEP") exceeded its fair value as of March 30, 2018 . Based on the length of time and the extent to which the market value has been less than our cost basis; the financial condition and near-term prospects of the issuer; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value, management determined that the decline in fair value was temporary in nature. Therefore, we did not record an impairment charge.

As of March 30, 2018 , gross unrealized gains and losses on available-for-sale debt securities were $177 million and $50 million , respectively. Management assessed each of the available-for-sale debt securities that were in a gross unrealized loss position on an individual basis to determine if the decline in fair value was other than temporary. As a result of these assessments, management determined that the decline in fair value of these investments was temporary and did not record any impairment charges. We will continue to monitor these investments in future periods. Refer to Note 4 of Notes to Condensed Consolidated Financial Statements.

39



Other Assets
Our Company invests in infrastructure programs with our bottlers that are directed at strengthening our bottling system and increasing unit case volume. Additionally, our Company advances payments to certain customers for distribution rights as well as to fund future marketing activities intended to generate profitable volume, and we expense such payments over the periods benefited. Payments under these programs are generally capitalized and reported in the line items prepaid expenses and other assets or other assets, as appropriate, in our condensed consolidated balance sheets. When facts and circumstances indicate that the carrying value of these assets or asset groups may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value.
 
Property, Plant and Equipment
As of March 30, 2018 , the carrying value of our property, plant and equipment, net of depreciation, was  $7,977 million , or  9 percent of our total assets. Certain events or changes in circumstances may indicate that the recoverability of the carrying amount or remaining useful life of property, plant and equipment should be assessed, including, among others, the manner or length of time in which the Company intends to use the asset, a significant decrease in market value, a significant change in the business climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such events or changes in circumstances are present and an impairment review is performed, we estimate the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. We use a variety of methodologies to determine the fair value of property, plant and equipment, including appraisals and discounted cash flow models, which are consistent with the assumptions we believe a hypothetical marketplace participant would use.

During the  three months ended   March 30, 2018 , the Company recorded impairment charges of  $252 million  related to Coca‑Cola Refreshments' ("CCR") property, plant and equipment as a result of management's estimate of the proceeds that are expected to be received for the remaining bottling territories upon their refranchising. These charges were recorded in our Bottling Investments operating segment in the line item other operating charges in our condensed consolidated statement of income and were determined by comparing the fair value of the assets to their carrying value. Refer to Note 15 of Notes to Condensed Consolidated Financial Statements.

Goodwill, Trademarks and Other Intangible Assets
Intangible assets are classified into one of three categories: (1) intangible assets with definite lives subject to amortization; (2) intangible assets with indefinite lives not subject to amortization; and (3) goodwill. For intangible assets with definite lives, tests for impairment must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with indefinite lives and goodwill, tests for impairment must be performed at least annually, or more frequently if events or circumstances indicate that an asset may be impaired.
The assessment of recoverability and the performance of impairment tests of intangible assets involve critical accounting estimates. These estimates require significant management judgment, include inherent uncertainties and are often interdependent; therefore, they do not change in isolation. Factors that management must estimate include, among others, the economic life of the asset, sales volume, pricing, cost of raw materials, delivery costs, inflation, cost of capital, marketing spending, foreign currency exchange rates, tax rates, capital spending and proceeds from the sale of assets. These factors are even more difficult to predict when global financial markets are highly volatile. The estimates we use when assessing the recoverability of intangible assets are consistent with those we use in our internal planning. When performing impairment tests, we estimate the fair values of the assets using management's best assumptions, which we believe would be consistent with what a hypothetical marketplace participant would use. Estimates and assumptions used in these tests are evaluated and updated as appropriate. The variability of these factors depends on a number of conditions, including uncertainty about future events, and thus our accounting estimates may change from period to period. If other assumptions and estimates had been used when these tests were performed, impairment charges could have resulted. As mentioned above, these factors do not change in isolation and, therefore, we do not believe it is practicable or meaningful to present the impact of changing a single factor. Furthermore, if management uses different assumptions or if different conditions exist in future periods, future impairment charges could result. Refer to the heading "Operations Review" below for additional information related to our present business environment. Certain factors discussed above are impacted by our current business environment and are discussed throughout this report, as appropriate.

40



Intangible assets acquired in recent transactions are naturally more susceptible to impairment, primarily due to the fact that they are recorded at fair value based on recent operating plans and macroeconomic conditions present at the time of acquisition. Consequently, if operating results and/or macroeconomic conditions deteriorate shortly after an acquisition, it could result in the impairment of the acquired assets. A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, as discussed above, in accordance with U.S. GAAP, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions that we believe a hypothetical marketplace participant would use. As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our Company's actual cost of capital has changed. Therefore, if the cost of capital and/or discount rates change, our Company may recognize an impairment of an intangible asset in spite of realizing actual cash flows that are approximately equal to, or greater than, our previously forecasted amounts.
We perform impairment tests of goodwill at our reporting unit level, which is one level below our operating segments. Our operating segments are primarily based on geographic responsibility, which is consistent with the way management runs our business. Our operating segments are subdivided into smaller geographic regions or territories that we sometimes refer to as "business units." These business units are also our reporting units. The Bottling Investments operating segment includes all Company-owned or consolidated bottling operations, regardless of geographic location. Generally, each Company-owned or consolidated bottling operation within our Bottling Investments operating segment is its own reporting unit. Goodwill is assigned to the reporting unit or units that benefit from the synergies arising from each business combination.
In order to test for goodwill impairment, the Company compares the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is lower than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized cannot exceed the carrying amount of goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe a hypothetical marketplace participant would use. The Company has the option to perform a qualitative assessment of goodwill in order to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company concludes that this is the case, it must perform the testing discussed above. Otherwise, the Company does not need to perform any further testing.
When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset or asset group, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. We use a variety of methodologies to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions we believe a hypothetical marketplace participant would use.
We test indefinite-lived intangible assets, including trademarks, franchise rights and goodwill, for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. Our Company performs these annual impairment reviews as of the first day of our third fiscal quarter. We use a variety of methodologies in conducting impairment assessments of indefinite-lived intangible assets, including, but not limited to, discounted cash flow models, which are based on the assumptions we believe a hypothetical marketplace participant would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The Company has the option to perform a qualitative assessment of indefinite-lived intangible assets, other than goodwill, rather than completing the impairment test. The Company must assess whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount. If the Company concludes that this is the case, it must perform the testing described above. Otherwise, the Company does not need to perform any further assessment.
During the three months ended March 30, 2018 , the Company recorded impairment charges of $138 million related to certain intangible assets. These charges included  $100 million  related to bottlers' franchise rights with indefinite lives and  $38 million related to definite-lived intangible assets. These impairment charges were incurred as a result of management's revised estimate of the proceeds that are expected to be received for the remaining bottling territories upon their refranchising. These charges were recorded in our Bottling Investments operating segment in the line item other operating charges in our condensed consolidated statement of income.
During the  three months ended March 31, 2017 , the Company recorded charges of  $104 million  related to certain intangible assets. These charges included  $84 million  related to the impairment of CCR goodwill recorded in our Bottling Investments operating segment, primarily as a result of current quarter refranchising activities in North America and management's estimate of the proceeds that were expected to be received for the remaining bottling territories upon their refranchising. This charge was recorded in our Bottling Investments operating segment in the line item other operating charges in our condensed consolidated statement of income and was determined by comparing the fair value of the reporting unit to its carrying value. As

41



of March 31, 2017 , the remaining carrying value of CCR goodwill was $600 million . As a result of a subsequent impairment charge in 2017, the remaining carrying value of CCR goodwill is now zero. Additionally, the charges included  $20 million  of impairments related to Venezuelan intangible assets that were recorded due to weaker sales resulting from continued political instability. These charges were recorded in our Corporate operating segment in the line item other operating charges in our condensed consolidated statement of income and were determined by comparing the fair value of the assets, derived using discounted cash flow analyses, to the respective carrying values.
Revenue Recognition
Effective January 1, 2018 , we adopted Accounting Standards Codification Revenue from Contracts with Customers ("ASC 606") . Refer to Note 3 of Notes to Condensed Consolidated Financial Statements. Revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligation generally consists of the promise to sell concentrates or finished products to our bottling partners, wholesalers, distributors or retailers. Control of the concentrates or finished products is transferred upon shipment to, or receipt at, our customers' locations, as determined by the specific terms of the contract. Once control is transferred to the customer, we have completed our performance obligation, and revenue is recognized. Our sales terms generally do not allow for a right of return except for matters related to any manufacturing defects on our part. After completion of our performance obligation, we have an unconditional right to consideration as outlined in the contract. Our receivables will generally be collected in less than six months, in accordance with the underlying payment terms. All of our performance obligations under the terms of contracts with our customers have an original duration of one year or less.
Our customers and bottling partners may be entitled to cash discounts, funds for promotional and marketing activities, volume-based incentive programs, support for infrastructure programs and other similar programs. I n some markets, in an effort to allow our Company and our bottling partners to grow together through shared value, aligned financial objectives and the flexibility necessary to meet consumers' always changing needs and tastes, we worked with our bottling partners to develop and implement an incidence-based concentrate pricing model. Under this model, the concentrate price we charge is impacted by a number of factors, including, but not limited to, bottler pricing, the channels in which the finished products produced from the concentrate are sold and package mix. The amounts associated with the arrangements described above are defined as variable consideration under ASC 606 and are included in the transaction price as a component of net operating revenues in our condensed consolidated statements of income upon completion of our performance obligations. The total revenue recorded, including any variable consideration, cannot exceed the amount for which it is probable that a significant reversal will not occur when uncertainties related to variability are resolved. As a result, we are recognizing revenue based on our faithful depiction of the consideration that we expect to receive. In making our estimates of variable consideration, we consider past results and make significant assumptions related to: (1) customer sales volumes; (2) customer ending inventories; (3) customer selling price per unit; (4) selling channels; and (5) discount rates, rebates and other pricing allowances, as applicable. In gathering data to estimate our variable consideration, we generally calculate our estimates using a portfolio approach at the country and product line level rather than at the individual contract level. The result of making these estimates will impact the line items trade accounts receivable and accounts payable and accrued expenses in our condensed consolidated balance sheet. The actual amounts ultimately paid and/or received may be different from our estimates.

Income Taxes
Our annual effective tax rate is based on our income and the tax laws in the various jurisdictions in which we operate. Significant judgment is required in determining our annual tax expense and in evaluating our tax positions. We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that the position becomes uncertain based upon one of the following: (1) the tax position is not "more likely than not" to be sustained, (2) the tax position is "more likely than not" to be sustained, but for a lesser amount, or (3) the tax position is "more likely than not" to be sustained, but not in the financial period in which the tax position was originally taken. For purposes of evaluating whether or not a tax position is uncertain, (1) we presume the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information, (2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position, and (3) each tax position is evaluated without considerations of the possibility of offset or aggregation with other tax positions taken. We adjust these reserves, including any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress of a tax audit. Refer to the heading "Operations Review — Income Taxes" below and Note 14 of Notes to Condensed Consolidated Financial Statements.
On September 17, 2015, the Company received a Statutory Notice of Deficiency ("Notice") from the Internal Revenue Service ("IRS") for the tax years 2007 through 2009, after a five-year audit. In the Notice, the IRS claims that the Company's United States taxable income should be increased by an amount that creates a potential additional federal income tax liability of approximately $3.3 billion for the period, plus interest. No penalties were asserted in the Notice. The disputed amounts largely relate to a transfer pricing matter involving the appropriate amount of taxable income the Company should report in

42



the United States in connection with its licensing of intangible property to certain related foreign licensees regarding the manufacturing, distribution, sale, marketing and promotion of products in overseas markets.
During the 2007-2009 audit period, the Company followed the same transfer pricing methodology for these licenses that had consistently been followed since the methodology was agreed with the IRS in a 1996 closing agreement that applied back to 1987. The closing agreement provided prospective penalty protection as long as the Company followed the prescribed methodology and material facts and circumstances and relevant federal tax law have not changed. On February 11, 2016, the IRS notified the Company, without further explanation, that the IRS had determined that material facts and circumstances and relevant federal tax law had changed permitting it to assert penalties. The Company does not agree with this determination. The Company's compliance with the closing agreement was audited and confirmed by the IRS in five successive audit cycles covering the subsequent 11 years through 2006, with the last audit concluding as recently as 2009.
The Notice represents a repudiation of the methodology previously adopted in the 1996 closing agreement. The IRS designated the matter for litigation on October 15, 2015. To the extent the matter remains designated, the Company will be prevented from pursuing any administrative settlement at IRS Appeals or under the IRS Advance Pricing and Mutual Agreement Program.
The Company firmly believes that the IRS' claims are without merit and plans to pursue all available administrative and judicial remedies necessary to resolve this matter. To that end, the Company filed a petition in the U.S. Tax Court on December 14, 2015, and the IRS filed its answer on February 12, 2016. On October 4, 2017, the IRS filed an amended answer to the Company's petition in which it increased its transfer pricing adjustment by $385 million resulting in an additional tax adjustment of $135 million.
On June 20, 2017, the Company filed a motion for summary judgment on the portion of the IRS' adjustments related to our licensee in Mexico. On December 14, 2017, the U.S. Tax Court issued a decision on the summary judgment motion in favor of the Company. This decision effectively reduced the IRS' potential tax adjustment by approximately $138 million.
The trial began on March 5, 2018 and is set to last approximately two months. The Company intends to continue vigorously defending its position and is confident in its ability to prevail on the merits.
The Company regularly assesses the likelihood of adverse outcomes resulting from tax disputes such as this, and other
examinations to determine the adequacy of its tax reserves. The Company believes that the final adjudication of this matter will not have a material impact on its consolidated financial position, results of operations or cash flows. However, the ultimate outcome of disputes of this nature is uncertain, and if the IRS were to prevail in any material respect on its assertions, the additional tax, interest and any potential penalties could have a material adverse impact on the Company's financial position, results of operations and cash flows.
A number of years may elapse before a particular matter for which we have established a reserve is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. The tax benefit that has been previously reserved because of a failure to meet the "more likely than not" recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears under any one of the following conditions: (1) the tax position is "more likely than not" to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired. Settlement of any particular issue would usually require the use of cash.
Tax law requires items to be included in the tax return at different times than when these items are reflected in the consolidated financial statements. As a result, the annual effective tax rate reflected in our consolidated financial statements is different from that reported in our tax return (our cash tax rate). Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences reverse over time, such as depreciation expense. These timing differences create deferred tax assets and liabilities. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax bases of assets and liabilities. The tax rates used to determine deferred tax assets and liabilities are the enacted tax rates in effect for the year and manner in which the differences are expected to reverse. Based on the evaluation of all available information, the Company recognizes future tax benefits, such as net operating loss carryforwards, to the extent that realizing these benefits is considered more likely than not.
We evaluate our ability to realize the tax benefits associated with deferred tax assets by analyzing our forecasted taxable income using both historical and projected future operating results; the reversal of existing taxable temporary differences; taxable income in prior carryback years (if permitted); and the availability of tax planning strategies. A valuation allowance is required to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated with a deferred tax asset. As of March 30, 2018 , the Company's valuation allowances on deferred tax assets were $500 million and were primarily related to uncertainties regarding the future realization of recorded tax benefits on tax loss carryforwards generated in various jurisdictions. Current evidence does not suggest we will realize sufficient taxable income of the appropriate character within the carryforward period to allow us to realize these deferred tax benefits. If we were to identify and implement tax planning strategies to recover these deferred tax assets or generate sufficient income of the

43



appropriate character in these jurisdictions in the future, it could lead to the reversal of these valuation allowances and a reduction of income tax expense. The Company believes it will generate sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets in our condensed consolidated balance sheet.
The Company does not record a U.S. deferred tax liability for the excess of the book basis over the tax basis of its investments in foreign subsidiaries to the extent that the basis difference results from earnings that meet the indefinite reversal criteria. These criteria are met if the foreign subsidiary has invested, or will invest, the undistributed earnings indefinitely. The decision as to the amount of undistributed earnings that the Company intends to maintain in non-U.S. subsidiaries takes into account items including, but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans, capital improvement programs, merger and acquisition plans, and planned loans to other non-U.S. subsidiaries. The Company also evaluates its expected cash requirements in the United States. Other factors that can influence that determination are local restrictions on remittances (for example, in some countries a central bank application and approval are required in order for the Company's local country subsidiary to pay a dividend), economic stability and asset risk. Refer to Note 14 of Notes to Condensed Consolidated Financial Statements.
The Tax Cuts and Jobs Act ("Tax Reform Act") was signed into law on December 22, 2017. Among other things, the Tax Reform Act reduces the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent effective for tax years beginning after December 31, 2017 , transitions the U.S. method of taxation from a worldwide tax system to a modified territorial system and requires companies to pay a one-time transition tax over a period of eight years on the mandatory deemed repatriation of prescribed foreign earnings as of December 31, 2017 . We are applying the guidance in the U.S. Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 118 ("SAB 118") when accounting for the enactment date effects of the Tax Reform Act. As of March 30, 2018 , we have not completed our accounting for the tax effects of the Tax Reform Act; however, in certain cases, we have made a reasonable estimate of the effects of the Tax Reform Act. In other cases, we have not been able to make a reasonable estimate and continue to account for those items under ASC 740, Income Taxes , and the provisions of the tax laws that were in effect immediately prior to enactment of the Tax Reform Act. As further discussed below, during the three months ended March 30, 2018 , we recognized total adjustments of $176 million in deferred tax expense to the provisional amounts recorded at December 31, 2017 and included these adjustments as a component of income taxes from continuing operations. In all cases, we will continue to make and refine our calculations as additional analysis is completed. Our estimates may also be affected as we gain a more thorough understanding of the Tax Reform Act. These changes could be material to income tax expense.
The one-time transition tax is based on our total accumulated post-1986 prescribed foreign earnings and profits ("E&P") estimated to be $42 billion , the majority of which was previously considered to be indefinitely reinvested and, accordingly, no U.S. federal and state income taxes had been provided. We have not made any adjustments as of March 30, 2018 to either our reasonable estimate of $4.6 billion originally recorded as a provisional tax amount for our one-time transition tax liability or the reasonable estimate of $0.6 billion provisional deferred tax for the related withholding taxes and state income taxes. Because of the complexities of the Tax Reform Act, we are still finalizing our calculation of the total accumulated post-1986 prescribed E&P for the applicable foreign entities. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 prescribed foreign E&P and finalize the amounts held in cash or other specified assets. No additional income taxes have been provided for any additional outside basis differences inherent in these entities, as these amounts, as of March 30, 2018 , continue to be provisionally indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any additional outside basis differences in these entities (i.e., basis differences in excess of that subject to the one-time transition tax) is not practicable.
We also remeasured and adjusted certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21 percent . However, as of March 30, 2018 , we are still analyzing certain aspects of the Tax Reform Act and refining our calculations, which could affect the measurement of these balances or give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement and adjustments of our deferred tax balance was a tax benefit of $1.6 billion . Upon further analyses of certain aspects of the Tax Reform Act and refinement of our calculations during the three months ended March 30, 2018 , we adjusted our provisional amount by $176 million in tax expense, which is included as a component of income taxes from continuing operations. We do not consider the accounting for the enactment-date remeasurement of deferred tax assets and liabilities to be complete.
The Global Intangible Low-Taxed Income ("GILTI") provisions of the Tax Reform Act require the Company to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary's tangible assets.
As of March 30, 2018 , because we are still evaluating the GILTI provisions and our analysis of future taxable income that is subject to GILTI, we have included GILTI related to current year operations only in our estimated annual effective tax rate and have not provided additional GILTI on deferred items. The Company has not yet elected an accounting policy related to how it will account for GILTI and therefore has not provided any deferred tax impacts of GILTI in its condensed consolidated financial statements for the three months ended March 30, 2018 .

44



At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full fiscal year. This estimate reflects, among other items, our best estimate of operating results and foreign currency exchange rates. Based on current tax laws, the Company's effective tax rate in 2018 is expected to be 21.0 percent before considering the potential impact of further clarification of certain matters related to the Tax Reform Act and any unusual or special items that may affect our effective tax rate.
OPERATIONS REVIEW
Sales of our nonalcoholic ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions.
Structural Changes, Acquired Brands and Newly Licensed Brands
In order to continually improve upon the Company's operating performance, from time to time, we engage in buying and
selling ownership interests in bottling partners and other manufacturing operations. In addition, we also acquire brands or enter
into license agreements for certain brands to supplement our beverage offerings. These items impact our operating results and
certain key metrics used by management in assessing the Company's performance.
Unit case volume growth is a metric used by management to evaluate the Company's performance because it measures demand
for our products at the consumer level. The Company's unit case volume represents the number of unit cases (or unit case
equivalents) of Company beverage products directly or indirectly sold by the Company and its bottling partners to customers
and, therefore, reflects unit case volume for both consolidated and unconsolidated bottlers. Refer to the heading "Beverage
Volume" below.
Concentrate sales volume represents the amount of concentrates, syrups, beverage bases, source waters, and powders/minerals
(in all instances expressed in equivalent unit cases) sold by, or used in finished products sold by, the Company to its bottling
partners or other customers. Refer to the heading "Beverage Volume" below.
Our Bottling Investments operating segment and our other finished product operations typically generate net operating
revenues by selling sparkling soft drinks and a variety of other beverages, such as juices, juice drinks, sports drinks, waters, teas and coffees, to retailers or to distributors, wholesalers and bottling partners who distribute them to retailers. In addition, in
the United States, we manufacture fountain syrups and sell them to fountain retailers such as restaurants and convenience stores
who use the fountain syrups to produce beverages for immediate consumption, or to authorized fountain wholesalers or bottling
partners who resell the fountain syrups to fountain retailers. For these consolidated finished product operations, we recognize
the associated concentrate sales volume at the time the unit case or unit case equivalent is sold to the customer. Our concentrate
operations typically generate net operating revenues by selling concentrates and syrups to authorized bottling operations. For
these concentrate operations, we recognize concentrate revenue and concentrate sales volume when we sell concentrate and
syrups to the authorized unconsolidated bottling operations, and we typically report unit case volume when finished products
manufactured from the concentrates and syrups are sold to the customer. When we analyze our net operating revenues we
generally consider the following five factors: (1) volume growth (concentrate sales volume or unit case volume, as appropriate); (2) acquisitions and divestitures (including structural changes defined below), as applicable; (3) changes in price,
product and geographic mix; (4) foreign currency fluctuations; and (5) the impact of our adoption of the new revenue recognition accounting standard. Refer to the heading "Net Operating Revenues" below.
We generally refer to acquisitions and divestitures of bottling and distribution operations and consolidation or deconsolidation
of bottling and distribution entities for accounting purposes as structural changes, which are a component of acquisitions and
divestitures ("structural changes"). Typically, structural changes do not impact the Company's unit case volume on a
consolidated basis or at the geographic operating segment level. We recognize unit case volume for all sales of Company
beverage products regardless of our ownership interest in the bottling partner, if any. However, the unit case volume reported
by our Bottling Investments operating segment is generally impacted by structural changes because it only includes the unit
case volume of our consolidated bottling operations. Refer to Note 2 of Notes to Condensed Consolidated Financial Statements for additional information on the Company's acquisitions and divestitures.
"Acquired brands" refers to brands acquired during the past 12 months. Typically, the Company has not reported unit case
volume or recognized concentrate sales volume related to acquired brands in periods prior to the closing of a transaction.
Therefore, the unit case volume and concentrate sales volume from the sale of these brands is incremental to prior year volume.
We do not generally consider acquired brands to be structural changes.
"Licensed brands" refers to brands not owned by the Company, but for which we hold certain rights, generally including, but
not limited to, distribution rights, and from which we derive an economic benefit when these brands are ultimately sold.
Typically, the Company has not reported unit case volume or recognized concentrate sales volume related to these brands in
periods prior to the beginning of the term of a license agreement. Therefore, in the year that the licenses are entered into, the
unit case volume and concentrate sales volume from the sale of these brands is incremental to prior year volume. We do not

45



generally consider newly licensed brands to be structural changes.
In 2018, the Company acquired a controlling interest in the franchise bottler in Oman. The impact of this acquisition has been included as a structural change in our analysis of net operating revenues on a consolidated basis as well as for the Bottling Investments operating segment.
In 2017, the Company refranchised bottling territories in North America that were previously managed by CCR to certain of our unconsolidated bottling partners. The impact of these refranchising activities has been included as a structural change in our analysis of net operating revenues on a consolidated basis as well as for our North America and Bottling Investments operating segments. In addition, for non-Company-owned and licensed beverage products sold in the refranchised territories for which the Company no longer reports unit case volume, we have eliminated the unit case volume from the base year when calculating 2018 versus 2017 volume growth rates on a consolidated basis as well as for the North America and Bottling Investments operating segments. Refer to the headings "Beverage Volume" and "Net Operating Revenues" below.
In 2017, the Company refranchised its bottling operations in China to the two local franchise bottlers. The impact of these refranchising activities has been included as a structural change in our analysis of net operating revenues on a consolidated basis as well as for our Asia Pacific and Bottling Investments operating segments.
In 2017, Anheuser-Busch InBev's ("ABI") controlling interest in Coca-Cola Beverages Africa Proprietary Limited ("CCBA") was transitioned to the Company, resulting in its consolidation. The results of CCBA have been recorded as discontinued operations. The impact of this transaction has been included as a structural change in our analysis of net operating revenues on a consolidated basis as well as for the Europe, Middle East and Africa operating segment.
The Company sells concentrates and syrups to both consolidated and unconsolidated bottling partners. The ownership structure
of our bottling partners impacts the timing of recognizing concentrate revenue and concentrate sales volume. When we sell
concentrates or syrups to our consolidated bottling partners, we are not able to recognize the concentrate revenue or concentrate
sales volume until the bottling partner has sold finished products manufactured from the concentrates or syrups to a third party
or independent customer. When we sell concentrates or syrups to our unconsolidated bottling partners, we recognize the
concentrate revenue and concentrate sales volume when the concentrates or syrups are sold to the bottling partner. The
subsequent sale of the finished products manufactured from the concentrates or syrups to a customer does not impact the timing
of recognizing the concentrate revenue or concentrate sales volume. When we account for an unconsolidated bottling partner as
an equity method investment, we eliminate the intercompany profit related to these transactions until the equity method
investee has sold finished products manufactured from the concentrates or syrups to a third party or independent customer.
Beverage Volume
We measure the volume of Company beverage products sold in two ways: (1) unit cases of finished products and
(2) concentrate sales. As used in this report, "unit case" means a unit of measurement equal to 192 U.S. fluid ounces of finished
beverage (24 eight-ounce servings); and "unit case volume" means the number of unit cases (or unit case equivalents) of
Company beverage products directly or indirectly sold by the Company and its bottling partners to customers. Unit case
volume primarily consists of beverage products bearing Company trademarks. Also included in unit case volume are certain
products licensed to, or distributed by, our Company, and brands owned by Coca-Cola system bottlers for which our Company
provides marketing support and from the sale of which we derive economic benefit. In addition, unit case volume includes sales
by certain joint ventures in which the Company has an equity interest. We believe unit case volume is one of the measures of
the underlying strength of the Coca-Cola system because it measures trends at the consumer level. The unit case volume
numbers used in this report are derived based on estimates received by the Company from its bottling partners and distributors.
Concentrate sales volume represents the amount of concentrates, syrups, beverage bases, source waters, and powders/minerals
(in all instances expressed in equivalent unit cases) sold by, or used in finished beverages sold by, the Company to its bottling
partners or other customers. Unit case volume and concentrate sales volume growth rates are not necessarily equal during any
given period. Factors such as seasonality, bottlers' inventory practices, supply point changes, timing of price increases, new
product introductions and changes in product mix can impact unit case volume and concentrate sales volume and can create
differences between unit case volume and concentrate sales volume growth rates. In addition to the items mentioned above, the
impact of unit case volume from certain joint ventures in which the Company has an equity interest but to which the Company
does not sell concentrates, syrups, beverage bases, source waters, or powders/minerals may give rise to differences between
unit case volume and concentrate sales volume growth rates.




46



Information about our volume growth worldwide and by operating segment is as follows:
 
Percent Change 2018 versus 2017
 
 
Three Months Ended March 30, 2018
 
 
Unit Cases 1,2,3

Concentrate
Sales 4

 
Worldwide
3
%
3
%
5  
Europe, Middle East & Africa
4
%
10
 %
6  
Latin America
1


 
North America
2

(1
)
7  
Asia Pacific
5

5

 
Bottling Investments
(32
)
N/A

 
1 Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only.
2 Geographic operating segment data reflects unit case volume growth for all bottlers, both consolidated and unconsolidated, and distributors in the applicable geographic areas.
3 Unit case volume percent change is based on average daily sales. Unit case volume growth based on average daily sales is computed by comparing the average daily sales in each of the corresponding periods. Average daily sales are the unit cases sold during the period divided by the number of days in the period.
4 Concentrate sales volume represents the amount of concentrates, syrups, beverage bases, source waters and powders/minerals (in all instances expressed in equivalent unit cases) sold by, or used in finished beverages sold by, the Company to its bottling partners or other customers and is not based on average daily sales. Each of our interim reporting periods, other than the fourth interim reporting period, ends on the Friday closest to the last day of the corresponding quarterly calendar period. As a result, the first quarter of 2018 had one less day when compared to the first quarter of 2017, and the fourth quarter of 2018 will have one additional day when compared to the fourth quarter of 2017.
5  
After considering the impact of structural changes, worldwide concentrate sales volume for the three months ended March 30, 2018 grew 4 percent.
6 After considering the impact of structural changes, concentrate sales volume for Europe, Middle East and Africa for the three months ended March 30, 2018 grew 9 percent.
7  
After considering the impact of structural changes, concentrate sales volume for North America for the three months ended March 30, 2018 grew 2 percent.
Unit Case Volume
Although a significant portion of our Company's revenues is not based directly on unit case volume, we believe unit case volume is one of the measures of the underlying strength of the Coca-Cola system because it measures trends at the consumer level. The unit case volume for 2018 and 2017 reflects the impact of the transfer of distribution rights with respect to non-Company-owned brands that were previously licensed to us in North America bottling territories that have since been refranchised. The Company eliminated the unit case volume related to these structural changes from the base year when calculating the volume growth rates. Refer to the heading "Structural Changes, Acquired Brands and Newly Licensed Brands" above.
Three Months Ended March 30, 2018 versus Three Months Ended March 31, 2017
Unit case volume in Europe, Middle East and Africa grew 4 percent, which included growth of 4 percent in sparkling soft drinks, 12 percent in tea and coffee and 6 percent in juice, dairy and plant-based beverages. Growth in sparkling soft drinks was primarily driven by 3 percent growth in Trademark Coca-Cola and 5 percent growth in Trademark Fanta. The group reported increases in unit case volume in the Turkey, Caucasus & Central Asia, South & East Africa, Central & Eastern Europe and Middle East & North Africa business units. The increases in these business units were partially offset by decreases in the West Africa and Western Europe business units.
In Latin America, unit case volume grew 1 percent, reflecting growth of 9 percent and 1 percent in juice, dairy and plant-based beverages and sparkling soft drinks, respectively. Growth in these categories was partially offset by a 2 percent decline in water, enhanced water and sports drinks. The group's volume reflected growth of 7 percent in the Latin Center business unit, 2 percent in the Brazil business unit and 1 percent in the Mexico business unit. The growth in Latin Center's volume was primarily driven by 10 percent growth in water, enhanced water and sports drinks and 7 percent growth in sparkling soft drinks.
Unit case volume in North America grew 2 percent. Sparkling soft drinks grew 3 percent. The group's sparkling soft drinks volume included growth of 10 percent in Trademark Fanta, 5 percent in Trademark Sprite and 2 percent in Trademark Coca‑Cola. Unit case volume in tea and coffee and water, enhanced water and sports drinks grew 5 percent and 1 percent, respectively. Growth in these categories was partially offset by a 2 percent decline in juice, dairy and plant-based beverages.

47



In Asia Pacific, unit case volume grew 5 percent, reflecting 8 percent growth in sparkling soft drinks, 3 percent growth in tea and coffee and 1 percent growth in water, enhanced water and sports drinks. Growth in sparkling soft drinks volume included 10 percent growth in Trademark Coca-Cola and 9 percent growth in Trademark Sprite. The group's volume reflects growth of 13 percent in the India & South West Asia business unit, 7 percent in the Greater China & Korea business unit, 5 percent in the South Pacific business unit and 2 percent in the Japan business unit. The growth in these business units was partially offset by a 2 percent decline in the ASEAN business unit.
Unit case volume for Bottling Investments declined 32 percent. This decrease primarily reflects the North America refranchising activities and the refranchising of our China bottling operations.
Concentrate Sales Volume
During the three months ended March 30, 2018 , worldwide unit case volume and concentrate sales volume both grew 3 percent compared to the three months ended March 31, 2017 . Concentrate sales volume growth is calculated based on the amount of concentrate sold during the reporting periods, which is impacted by the number of days. Conversely, unit case volume growth is calculated based on average daily sales, which is not impacted by the number of days in the reporting periods. In addition to the impact of one less day during the first quarter of 2018 when compared to the first quarter of 2017, the differences between unit case volume and concentrate sales volume growth rates in the individual operating segments during the three months ended March 30, 2018 were due to the timing of concentrate shipments, structural changes and the impact of unit case volume from certain joint ventures in which the Company has an equity interest but to which the Company does not sell concentrates, syrups, beverage bases, source waters, and powders/minerals.
Net Operating Revenues
Three Months Ended March 30, 2018 versus Three Months Ended March 31, 2017
The Company's net operating revenues decreased $1,492 million, or 16 percent.
The following table illustrates, on a percentage basis, the estimated impact of key factors resulting in the increase (decrease) in net operating revenues on a consolidated basis and for each of our operating segments:
 
Percent Change 2018 versus 2017
 
Volume 1

Acquisitions & Divestitures

Price, Product & Geographic Mix

Currency Fluctuations

Accounting Changes

Total

Consolidated
4
%
(26
)%
1
 %
2
%
3
 %
(16
)%
Europe, Middle East & Africa
9
%
 %
(1
)%
7
%
(2
)%
13
 %
Latin America


6

1

1

8

North America
2

(1
)
(1
)

11

11

Asia Pacific
5

(1
)
(2
)
4

(5
)
1

Bottling Investments
12

(90
)
2

1

3

(73
)
Note: Certain rows may not add due to rounding.
1 Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating segments (expressed in equivalent unit cases) after considering the impact of structural changes. For our Bottling Investments operating segment, this represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume after considering the impact of structural changes. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only. Refer to the heading "Beverage Volume" above.
Refer to the heading "Beverage Volume" above for additional information related to changes in our unit case and concentrate sales volumes.
"Acquisitions and divestitures" refers to acquisitions and divestitures of brands or businesses, some of which the Company considers to be structural changes. Refer to the heading "Structural Changes, Acquired Brands and Newly Licensed Brands" above for additional information related to the structural changes.
"Accounting changes" refers to the impact of our adoption of the new revenue recognition accounting standard. Refer to Note 3 of Notes to Condensed Consolidated Financial Statements.
"Price, product and geographic mix" refers to the change in net operating revenues caused by factors such as price changes, the mix of products and packages sold, and the mix of channels and geographic territories where the sales occurred.
Price, product and geographic mix had a 1 percent favorable impact on our consolidated net operating revenues. Price, product and geographic mix was impacted by a variety of factors and events including, but not limited to, the following:
Europe, Middle East and Africa — favorably impacted as a result of pricing initiatives, product and package mix, offset by geographic mix;

48



Latin America — favorable price mix and the impact of inflationary environments in certain markets;
North America — unfavorable price mix was primarily related to incremental freight costs and the cycling of certain product launches during the three months ended March 31, 2017 ;
Asia Pacific — unfavorable geographic mix, partially offset by favorable price, product and package mix; and
Bottling Investments — favorably impacted as a result of pricing initiatives and geographic mix.
Fluctuations in foreign currency exchange rates increased our consolidated net operating revenues by 2 percent. This favorable impact was primarily due to a weaker U.S. dollar compared to certain foreign currencies, including the euro, U.K. pound sterling, Japanese yen, Australian dollar, South African rand and Mexican peso, which had a favorable impact on our Europe, Middle East and Africa, Asia Pacific and Latin America operating segments. The favorable impact of a weaker U.S dollar compared to the currencies listed above was partially offset by the impact of a stronger U.S. dollar compared to certain other foreign currencies, including the Brazilian real and Argentine peso, which had an unfavorable impact on our Latin America operating segment. Refer to the heading "Liquidity, Capital Resources and Financial Position — Foreign Exchange" below.

Net operating revenue growth rates are impacted by sales volume; acquisitions and divestitures; price, product and geographic mix; foreign currency fluctuations and accounting changes. The size and timing of acquisitions and divestitures are not consistent from period to period. The Company currently expects acquisitions and divestitures to have a 17 percent unfavorable impact on 2018 full year net operating revenues. Based on current spot rates and our hedging coverage in place, we expect currencies will have a slight favorable impact on net operating revenues through the end of the year.
Gross Profit Margin
As a result of our finished goods operations, which are primarily included in our North America and Bottling Investments
operating segments, the following inputs represent a substantial portion of the Company's total cost of goods sold:
(1) sweeteners, (2) metals, (3) juices and (4) polyethylene terephthalate ("PET"). The Company enters into hedging activities related to certain commodities in order to mitigate a portion of the price risk associated with forecasted purchases. Many of the derivative financial instruments used by the Company to mitigate the risk associated with these commodity exposures, including any related foreign currency exposure, do not qualify for hedge accounting. As a result, the changes in fair value of these derivative instruments have been, and will continue to be, included as a component of net income in each reporting period. During the three months ended March 30, 2018 , the Company recorded a net gain of $12 million in the line item cost of goods sold in our condensed consolidated statement of income related to the changes in the fair value of these derivative instruments. Refer to Note 6 of Notes to Condensed Consolidated Financial Statements.

Our gross profit margin increased to 64.1 percent for the three months ended March 30, 2018 , compared to 61.5 percent for the three months ended March 31, 2017 . The increase was primarily due to the impact of acquisitions and divestitures. Refer to Note 2 of Notes to Condensed Consolidated Financial Statements for additional information related to acquisitions and divestitures.
Selling, General and Administrative Expenses
The following table sets forth the significant components of selling, general and administrative expenses (in millions):
 
Three Months Ended
 
March 30,
2018

March 31,
2017

Stock-based compensation expense
$
72

$
55

Advertising expenses
959

898

Selling and distribution expenses 1
454

1,085

Other operating expenses
1,056

1,314

Total
$
2,541

$
3,352

1 Includes operating expenses as well as general and administrative expenses primarily related to our Bottling Investments operating segment.
During the three months ended March 30, 2018 , selling, general and administrative expenses decreased $811 million, or 24 percent, versus the prior year comparable period. During the three months ended March 30, 2018 , foreign currency exchange rate fluctuations increased total selling, general and administrative expenses by 2 percent.
The decrease in selling and distribution expenses during the three months ended March 30, 2018 reflects the impact of divestitures throughout 2017 and the impact of having one less day during the first quarter of 2018 when compared to the first

49



quarter of 2017. During the three months ended March 30, 2018 , foreign currency exchange rate fluctuations increased advertising expenses by 4 percent. The decrease in other operating expenses during the three months ended March 30, 2018 reflects savings from our productivity and reinvestment initiatives.
As of March 30, 2018 , we had $401 million of total unrecognized compensation cost related to nonvested stock-based compensation arrangements granted under our plans, which we expect to recognize over a weighted-average period of 3.0 years as stock-based compensation expense. This expected cost does not include the impact of any future stock-based compensation awards.
Other Operating Charges
Other operating charges incurred by operating segment were as follows (in millions):
 
Three Months Ended
 
March 30,
2018

March 31,
2017

Europe, Middle East & Africa
$
2

$
2

Latin America
2


North America
52

35

Asia Pacific

1

Bottling Investments
441

137

Corporate
39

115

Total
$
536

$
290

During the three months ended March 30, 2018 , the Company recorded other operating charges of $536 million . These charges primarily consisted of $390 million  of CCR asset impairments and $95 million related to the Company's productivity and reinvestment program. In addition, other operating charges included $45 million related to costs incurred to refranchise certain of our North America bottling operations. Costs related to refranchising include, among other items, internal and external costs for individuals directly working on the refranchising efforts, severance, and costs associated with the implementation of information technology systems to facilitate consistent data standards and availability throughout our North America bottling system. Refer to Note 12 of Notes to Condensed Consolidated Financial Statements for additional information on the Company's productivity, integration and restructuring initiatives. Refer to Note 15 of Notes to Condensed Consolidated Financial Statements for information on how the Company determined the asset impairment charges. Refer to Note 16 of Notes to Condensed Consolidated Financial Statements for the impact these charges had on our operating segments.
During the  three months ended   March 31, 2017 , the Company recorded other operating charges of  $290 million . These charges primarily consisted of  $139 million  related to the Company's productivity and reinvestment program and charges of  $104 million  related to certain intangible assets. The charges related to intangible assets included an  $84 million  impairment of CCR goodwill and impairments of  $20 million  related to Venezuelan intangible assets. In addition, other operating charges included  $39 million  related to costs incurred to refranchise certain of our bottling operations. These costs include, among other items, internal and external costs for individuals directly working on the refranchising efforts, severance, and costs associated with the implementation of information technology systems to facilitate consistent data standards and availability throughout our North America bottling system. Refer to  Note 12  of Notes to Condensed Consolidated Financial Statements for additional information on the Company's productivity, integration and restructuring initiatives. Refer to  Note 1  of Notes to Condensed Consolidated Financial Statements for additional information about the Venezuelan intangible assets and  Note 15 of Notes to Condensed Consolidated Financial Statements for information on how the Company determined the asset impairment charges. Refer to  Note 16 of Notes to Condensed Consolidated Financial Statements for the impact these charges had on our operating segments.
Productivity and Reinvestment Program
In February 2012, the Company announced a productivity and reinvestment program designed to further enable our efforts to strengthen our brands and reinvest our resources to drive long-term profitable growth. This program is focused on the following initiatives: global supply chain optimization; global marketing and innovation effectiveness; operating expense leverage and operational excellence; data and information technology systems standardization; and the integration of Coca-Cola Enterprises Inc.'s ("Old CCE") former North America bottling operations.
In February 2014, the Company announced the expansion of our productivity and reinvestment program to drive incremental productivity that will primarily be redirected into increased media investments. Our incremental productivity goal consists of two relatively equal components. First, we will expand savings through global supply chain optimization, data and information technology systems standardization, and resource and cost reallocation. Second, we will increase the effectiveness of our

50



marketing investments by transforming our marketing and commercial model to redeploy resources into more consumer-facing marketing investments to accelerate growth.
In October 2014, the Company announced that we were further expanding our productivity and reinvestment program and extending it through 2019. The expansion of the productivity initiatives will focus on four key areas: restructuring the Company's global supply chain; implementing zero-based work, an evolution of zero-based budget principles, across the organization; streamlining and simplifying the Company's operating model; and further driving increased discipline and efficiency in direct marketing investments. The Company expects that the expanded productivity initiatives will generate an incremental $2.0 billion in annualized productivity. This productivity will enable the Company to fund marketing initiatives and innovation required to deliver sustainable net revenue growth and will also support margin expansion and increased returns on invested capital over time. We expect to achieve total annualized productivity of approximately $3.0 billion by 2019 as a result of the initiatives implemented under the 2014 expansions of the program.
In April 2017, the Company announced that we were expanding the current productivity and reinvestment program, with planned initiatives that are expected to generate an incremental $800 million in annualized savings by 2019. We expect to achieve these savings through additional efficiencies in both our supply chain and our marketing expenditures as well as the transition to a new, more agile operating model to enable growth. Under this operating model, our business units will be supported by an expanded enabling services organization and a corporate center focused on a few strategic initiatives, policy and governance. The expanded enabling services organization will focus on both simplifying and standardizing key transactional processes and providing support to business units through global centers of excellence. The Company has incurred total pretax expenses of $3,153 million related to this program since it began in 2012. Refer to Note 12 of Notes to Condensed Consolidated Financial Statements for additional information.
Operating Income and Operating Margin
Information about our operating income contribution by operating segment on a percentage basis is as follows:
 
Three Months Ended
 
March 30,
2018

March 31,
2017

Europe, Middle East & Africa
50.5
%
43.8
%
Latin America
31.6

25.7

North America
29.3

29.2

Asia Pacific
31.2

27.6

Bottling Investments
(25.5
)
(4.5
)
Corporate
(17.1
)
(21.8
)
Total
100.0
%
100.0
%
Information about our operating margin on a consolidated basis and by operating segment is as follows:
 
Three Months Ended
 
March 30,
2018

March 31,
2017

Consolidated
23.7
%
21.5
%
Europe, Middle East & Africa
49.7
%
52.7
%
Latin America
58.4

55.4

North America
20.2

34.7

Asia Pacific
50.8

50.2

Bottling Investments
(43.9
)
(2.3
)
Corporate
*

*

* Calculation is not meaningful.

Three Months Ended March 30, 2018 versus Three Months Ended March 31, 2017
Operating income for the three months ended March 30, 2018 , was unfavorably impacted by the refranchising of bottling territories in North America and China in 2017, which unfavorably impacted our Bottling Investments operating segment.
During the three months ended March 30, 2018 , fluctuations in foreign currency exchange rates favorably impacted consolidated operating income by 2 percent due to a weaker U.S. dollar compared to certain foreign currencies, including the

51



euro, U.K. pound sterling, Japanese yen, Australian dollar, South African rand and Mexican peso, which had a favorable impact on our Europe, Middle East and Africa, Asia Pacific and Latin America operating segments. The favorable impact of a weaker U.S. dollar compared to the currencies listed above was partially offset by the impact of a stronger U.S. dollar compared to certain other foreign currencies, including the Brazilian real and Argentine peso, which had an unfavorable impact on our Latin America operating segment. Refer to the heading "Liquidity, Capital Resources and Financial Position — Foreign Exchange" below.
The Company's Europe, Middle East and Africa segment reported operating income of $914 million and $860 million for the three months ended March 30, 2018 and March 31, 2017 , respectively. Operating income for the segment reflects concentrate sales volume growth of 9 percent and a favorable foreign currency exchange rate impact of 3 percent, partially offset by unfavorable geographic mix and increased marketing investments primarily related to the Fuze Tea launch.
Latin America reported operating income of $572 million and $505 million for the three months ended March 30, 2018 and March 31, 2017 , respectively. Operating income for the segment reflects favorable price and product mix.
Operating income for North America for the three months ended March 30, 2018 and March 31, 2017 , was $531 million and $574 million , respectively. The decrease in operating income was driven by higher other operating charges as well as unfavorable price, product and package mix.
Asia Pacific's operating income for the three months ended March 30, 2018 and March 31, 2017 , was $565 million and $541 million , respectively. Operating income for the segment reflects a favorable foreign currency exchange rate impact of 2 percent, offset by unfavorable geographic mix.
Operating loss for our Bottling Investments segment for the three months ended March 30, 2018 and March 31, 2017 was $461 million and $89 million, respectively. Operating loss in 2018 was unfavorably impacted by divestitures, higher operating charges and an unfavorable foreign currency exchange rate impact of 13 percent, partially offset by favorable pricing initiatives and geographic mix.
Corporate's operating loss for the three months ended March 30, 2018 and March 31, 2017 , was $310 million and $428 million , respectively. Operating loss in 2018 was favorably impacted by lower other operating charges and a favorable foreign currency exchange rate impact of 2 percent.
Based on current spot rates and our hedging coverage in place, we expect currencies will have a slight unfavorable impact on operating income through the end of the year.
Interest Income
During the three months ended March 30, 2018 , interest income was $165 million , compared to $155 million during the three months ended March 31, 2017 , an increase of $10 million, or 7 percent. This increase was primarily due to higher interest rates earned on investments, partially offset by lower investment balances.
Interest Expense
During the three months ended March 30, 2018 , interest expense was $230 million , compared to $192 million during the three months ended March 31, 2017 , an increase of $38 million, or 20 percent. This increase was primarily due to the impact of short-term U.S. interest rates and longer debt maturities, both of which resulted in higher interest rates on the Company’s debt portfolio. Refer to the heading "Liquidity, Capital Resources and Financial Position — Cash Flows from Financing Activities" below for additional information related to the Company's long-term debt.
Equity Income (Loss) — Net
Three Months Ended March 30, 2018 versus Three Months Ended March 31, 2017
During the three months ended March 30, 2018 , equity income was $142 million , compared to equity income of $116 million during the three months ended March 31, 2017 , an increase of $26 million, or 23 percent. This increase reflects, among other items, more favorable operating results reported by several of our equity method investees as well as an equity investment that the Company acquired in April 2017 in AC Bebidas, S. de R.L. de C.V., a subsidiary of Arca Continental, S.A.B. de C.V. ("Arca"). Additionally, equity income was favorably impacted by fluctuations in foreign currency exchange rates.
The Company recorded net charges of $51 million and $58 million in the line item equity income (loss) — net during the three months ended March 30, 2018 and March 31, 2017 , respectively. These amounts represent the Company's proportionate share of significant operating and nonoperating items recorded by certain of our equity method investees.




52



Other Income (Loss) — Net
Three Months Ended March 30, 2018 versus Three Months Ended March 31, 2017
Other income (loss) — net includes, among other things, the impact of foreign currency exchange gains and losses; dividend income; rental income; gains and losses related to the disposal of property, plant and equipment; gains and losses related to business combinations and disposals; non-service components of net periodic benefit cost for pension and postretirement benefit plans; other benefit plan charges (credits); realized and unrealized gains and losses on equity securities and trading debt securities; and realized gains and losses on available-for-sale debt securities. The foreign currency exchange gains and losses are primarily the result of the remeasurement of monetary assets and liabilities from certain currencies into functional currencies. The effects of the remeasurement of these assets and liabilities are partially offset by the impact of our economic hedging program for certain exposures on our condensed consolidated balance sheets. Refer to Note 6 of Notes to Condensed Consolidated Financial Statements.
During the three months ended March 30, 2018 , other income (loss) — net was a loss of $55 million . The Company recorded a net loss of $85 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities and a net loss of $33 million primarily related to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's former Russian juice operations. The Company also recorded charges of $19 million primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of comprehensive beverage agreement ("CBA") with additional requirements. Other income (loss) — net also included income of $59 million related to the non–service cost components of net periodic benefit cost and $18 million of dividend income, partially offset by net foreign currency exchange losses of $16 million. None of the other items included in other income (loss) — net during the three months ended March 30, 2018 , was individually significant. Refer to Note 2 of Notes to Condensed Consolidated Financial Statements for additional information on the conversion payments. Refer to Note 4 of Notes to Condensed Consolidated Financial Statements for additional information on our equity securities. Refer to Note 16 of Notes to Condensed Consolidated Financial Statements for the impact these items had on our operating segments.
During the  three months ended March 31, 2017 , other income (loss) — net was a loss of  $535 million . This loss included losses of  $497 million  due to the refranchising of certain bottling territories in North America and charges of  $106 million  primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Other income (loss) — net also included net gains of $32 million related to trading securities and available-for-sale securities, income of $37 million related to the non–service cost components of net periodic benefit cost, and $13 million of dividend income, partially offset by charges of $18 million for special termination benefits and net foreign currency exchange losses of $8 million. None of the other items included in other income (loss) — net during the three months ended March 31, 2017, was individually significant. Refer to  Note 2  of Notes to Condensed Consolidated Financial Statements for additional information on the North America refranchising and the conversion payments. Refer to  Note 16 of Notes to Condensed Consolidated Financial Statements for the impact these items had on our operating segments.
Income Taxes
At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full fiscal year. This estimate reflects, among other items, our best estimate of operating results and foreign currency exchange rates. Based on current tax laws, the Company's effective tax rate in 2018 is expected to be 21.0 percent before considering the potential impact of further clarification of certain matters related to the Tax Reform Act and any unusual or special items that may affect our effective tax rate.
On September 17, 2015, the Company received a Statutory Notice of Deficiency from the IRS for the tax years 2007 through 2009, after a five-year audit. Refer to Note 8 of Notes to Condensed Consolidated Financial Statements.
The Company recorded income tax expense on income from continuing operations of $506 million ( 27.6 percent effective tax rate) and $323 million ( 21.4 percent effective tax rate) during the three months ended March 30, 2018 and March 31, 2017 , respectively. The Company recorded income tax expense on income from discontinued operations of $40 million ( 35.3 percent effective tax rate) during the three months ended March 30, 2018 .

53



The following table illustrates the income tax expense (benefit) associated with significant operating and nonoperating items for the interim periods presented (in millions):
 
Three Months Ended
 
 
March 30,
2018

 
March 31,
2017

 
Asset impairments
$
(100
)
1  
$

1  
Productivity and reinvestment program
(23
)
2  
(52
)
2  
Transaction gains and losses
(17
)
3  
(174
)
6  
Certain tax matters
126

4  
(30
)
7  
Other — net
(18
)
5  
(17
)
8  
1  
Related to charges of $390 million and $104 million during the three months ended March 30, 2018 and March 31, 2017 , respectively, due to impairments of certain of the Company's assets. Refer to Note 11 and  Note 15 of Notes to Condensed Consolidated Financial Statements.
2  
Related to charges of $95 million and $139 million during the three months ended March 30, 2018 and March 31, 2017 , respectively, due to the Company's productivity and reinvestment program. Refer to Note 12 of Notes to Condensed Consolidated Financial Statements.
3  
Related to charges of $99 million which consisted of $45 million related to costs incurred to refranchise certain of our bottling operations, a net loss of $33 million primarily related to the reversal of the cumulative translation adjustments resulting from the substantial liquidation of the Company's former Russian juice operations, charges of $19 million related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements, and a loss of $2 million as a result of the refranchising of certain bottling territories in North America. Refer to Note 2 and Note 11 of Notes to Condensed Consolidated Financial Statements.
4  
Related to $176 million of income tax expense primarily as a result of adjustments to our provisional remeasurement of deferred taxes recorded as of December 31, 2017, related to the Tax Reform Act signed into law on December 22, 2017. The Company also recorded a net tax charge of $34 million for changes to our uncertain tax positions, including interest and penalties, as well as for agreed upon tax matters. These charges were partially offset by $84 million of excess tax benefits recorded in association with the Company's share-based compensation arrangements.
5  
Related to charges of $154 million that primarily consisted of a net charge of $51 million due to our proportionate share of unusual or infrequent items recorded by certain of our equity method investees, a net loss of $85 million related to realized and unrealized gains and losses on equity securities and trading debt securities as well as realized gains and losses on available-for-sale debt securities and a $5 million charge due to tax litigation expense. Refer to Note 11 of Notes to Condensed Consolidated Financial Statements.
6  
Related to charges of  $665 million that primarily consisted of a pretax loss of  $497 million  as a result of the refranchising of certain bottling territories in North America, charges of $57 million  related to costs incurred to refranchise certain of our bottling operations, including special termination benefits, and charges of $106 million primarily related to payments made to convert the bottling agreements for certain North America bottling partners' territories to a single form of CBA with additional requirements. Refer to Note 2 and  Note 11 of Notes to Condensed Consolidated Financial Statements.
7  
Related to  $53 million  of excess tax benefits associated with the Company's share-based compensation arrangements partially offset by
changes to our uncertain tax positions, including interest and penalties. The components of the net change in uncertain tax positions were
individually insignificant.
8  
Related to charges of  $64 million  that included a  $58 million  net charge due to our proportionate share of significant operating and
nonoperating items recorded by certain of our equity method investees and a  $6 million  charge due to tax litigation expense. Refer
to  Note 11 of Notes to Condensed Consolidated Financial Statements.
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION
We believe our ability to generate cash flows from operating activities is one of our fundamental financial strengths. Refer to
the heading "Cash Flows from Operating Activities" below. The near-term outlook for our business remains strong, and we
expect to generate substantial cash flows from operations in 2018. As a result of our expected cash flows from operations, we
have significant flexibility to meet our financial commitments. The Company does not typically raise capital through the
issuance of stock. Instead, we use debt financing to lower our overall cost of capital and increase our return on shareowners'
equity. Refer to the heading "Cash Flows from Financing Activities" below. We have a history of borrowing funds domestically
and continue to have the ability to borrow funds domestically at reasonable interest rates. In addition, our domestic entities
have recently borrowed and continue to have the ability to borrow funds in international markets at reasonable interest rates.
Our debt financing includes the use of an extensive commercial paper program as part of our overall cash management strategy.
The Company reviews its optimal mix of short-term and long-term debt regularly and may replace certain amounts of
commercial paper, short-term debt and current maturities of long-term debt with new issuances of long-term debt in the future.
In addition to the Company's cash balances, commercial paper program, and our ability to issue long-term debt, we also had
$6,665 million in lines of credit for general corporate purposes as of March 30, 2018 . These backup lines of credit expire at
various times from 2018 through 2022.

54



We have significant operations outside the United States. Unit case volume outside the United States represented 82 percent of
the Company's worldwide unit case volume for the three months ended March 30, 2018 . We earn a substantial amount of our consolidated operating income and income from continuing operations before income taxes from foreign subsidiaries that either sell concentrates and syrups to our local bottling partners or, in certain instances, sell finished products directly to our customers to fulfill the demand for Company beverage products outside the United States. A significant portion of these foreign earnings was previously considered to be indefinitely reinvested in foreign jurisdictions where the Company has made, and will continue to make, substantial investments to support the ongoing development and growth of our international operations. Accordingly, no U.S. federal and state income taxes were previously provided on the portion of our foreign earnings that was considered to be indefinitely reinvested in foreign jurisdictions. On December 22, 2017, the Tax Reform Act was signed into law. The Tax Reform Act reduces the U.S. federal corporate tax rate from 35.0 percent to 21.0 percent effective for tax years beginning after December 31, 2017, transitions the U.S. method of taxation from a worldwide tax system to a modified territorial system and requires companies to pay a one-time transition tax over a period of eight years on the mandatory deemed repatriation of prescribed foreign earnings as of December 31, 2017. As a result, the Company recognized a provisional tax charge related to the one-time transition tax in the amount of $4.6 billion in 2017. The Company's cash, cash equivalents, short-term investments and marketable securities held by our foreign subsidiaries totaled $19.1 billion as of March 30, 2018 .
Net operating revenues in the United States were $2.6 billion for the three months ended March 30, 2018 , or 34 percent of the Company's consolidated net operating revenues. We expect existing domestic cash, cash equivalents, short-term investments, marketable securities, cash flows from operations, the repatriation of foreign earnings and the issuance of debt to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities. In addition, we expect foreign cash, cash equivalents, short-term investments, marketable securities remaining after repatriation and cash flows from operations to continue to be sufficient to fund our foreign operating activities and cash commitments for investing activities.
Based on all the aforementioned factors, the Company believes its current liquidity position is strong, and we will continue to meet all of our financial commitments for the foreseeable future.
Cash Flows from Operating Activities
Net cash provided by operating activities for the three months ended March 30, 2018 and March 31, 2017 , was $ 613 million and $ 764 million , respectively, a decrease of $151 million, or 20 percent. This decrease was primarily driven by unfavorable impacts resulting from the refranchising of certain bottling operations in 2017, the timing of hedging activities and one less day during the first quarter of 2018 when compared to the first quarter of 2017. These unfavorable impacts were partially offset by a favorable impact from foreign currency exchange rate fluctuations. Net cash provided by operating activities in the second quarter of 2018 will be impacted by a tax payment of $370 million related to the one-time transition tax resulting from the Tax Reform Act.
Cash Flows from Investing Activities
Net cash provided by investing activities for the three months ended March 30, 2018 was $1,321 million compared to net cash provided by investing activities of $1,331 million during the prior year comparable period.
Purchases of Investments and Proceeds from Disposals of Investments
During the three months ended March 30, 2018 , purchases of investments were $ 2,669 million and proceeds from disposals of investments were $ 4,379 million , resulting in a net cash inflow of $1,710 million. During the three months ended March 31, 2017 , purchases of investments were $ 3,731 million and proceeds from disposals of investments were $ 4,362 million , resulting in a net cash inflow of $631 million. This activity represents the purchases of and proceeds related to our short-term investments that were made as part of the Company's overall cash management strategy and insurance captive investments. Refer to Note 4 of Notes to Condensed Consolidated Financial Statements for additional information.
Acquisitions of Businesses, Equity Method Investments and Nonmarketable Securities
During the three months ended March 30, 2018 , the Company's acquisitions of businesses, equity method investments and nonmarketable securities totaled $183 million , which primarily related to the acquisition of additional interests in the Company’s franchise bottlers in the United Arab Emirates and in Oman, both of which were equity method investees. As a result of the additional interest in the Oman bottler, we obtained a controlling interest, resulting in its consolidation.
During the three months ended March 31, 2017 , the Company's acquisitions of businesses, equity method investments and nonmarketable securities totaled $ 337 million , which primarily related to the acquisition of AdeS, a plant-based beverage business, by the Company and several of its bottling partners in Latin America.



55



Proceeds from Disposals of Businesses, Equity Method Investments and Nonmarketable Securities
During the three months ended March 30, 2018 , proceeds from disposals of businesses, equity method investments and nonmarketable securities were $3 million , related to proceeds from the refranchising of certain bottling territories in North America. During the three months ended March 31, 2017 , proceeds from disposals of businesses, equity method investments and nonmarketable securities were $1,430 million , primarily related to proceeds from the refranchising of certain bottling territories in North America and an advance payment received related to the portion of the China bottling operations that were refranchised in June 2017 . Refer to Note 2 of Notes to Condensed Consolidated Financial Statements for additional information.
Purchases of Property, Plant and Equipment
Purchases of property, plant and equipment net of disposals for the three months ended March 30, 2018 , were $231 million . The Company currently expects our 2018 full year capital expenditures to be approximately $1.9 billion as we continue to make investments to enable growth in our business and further enhance our operational effectiveness.
Purchases of property, plant and equipment net of disposals for the three months ended March 31, 2017 , were $424 million .
Cash Flows from Financing Activities
Our financing activities include net borrowings, issuances of stock, share repurchases and dividends. Net cash provided by financing activities during the three months ended March 30, 2018 and March 31, 2017 totaled $284 million and $1,535 million , respectively, a decrease of $1,251 million, or 81 percent.
Debt Financing
Issuances and payments of debt included both short-term and long-term financing activities. During the three months ended March 30, 2018 , the Company had issuances of debt of $ 9,576 million , which included $5,945 million of net issuances related to commercial paper and short-term debt with maturities greater than 90 days, and $3,631 million of net issuances related to commercial paper and short-term debt with maturities of 90 days or less.
The Company made payments of debt of $ 8,770 million during the three months ended March 30, 2018 , which included $7,982 million of payments of commercial paper and short-term debt with maturities greater than 90 days and payments of long-term debt of $788 million.
During the three months ended March 30, 2018 , the Company retired upon maturity $750 million  total principal amount of notes due March 14, 2018 at a fixed interest rate of 1.65 percent and $26 million  total principal amount of notes due January 29, 2018 at a fixed interest rate of  9.66 percent .
As of March 30, 2018 , the carrying value of the Company's long-term debt included $257 million of fair value adjustments related to the remaining debt assumed in connection with our acquisition of Old CCE. These fair value adjustments will be amortized over a weighted-average period of approximately 25 years, which is equal to the weighted-average maturity of the assumed debt to which these fair value adjustments relate. The amortization of these fair value adjustments will be a reduction of interest expense in future periods, which will typically result in our interest expense being less than the actual interest paid to service the debt.
Issuances of Stock
During the three months ended March 30, 2018 , the Company received cash proceeds from issuances of stock of $ 477 million , an increase of $83 million when compared to cash proceeds of $394 million from issuances of stock during the three months ended March 31, 2017 . This increase is primarily due to an increase in the exercise of stock options by Company employees.
Share Repurchases
During the three months ended March 30, 2018 , the Company repurchased 18.3 million shares of common stock under the share repurchase plan authorized by our Board of Directors. These shares were repurchased at an average cost of $44.86 per share, for a total cost of $822 million. However, due to the timing of settlements, the total cash outflow for treasury stock purchases was $ 927 million during the three months ended March 30, 2018 . The total cash outflow for treasury stock during the first three months of 2018 includes treasury stock that was purchased and settled during the three months ended March 30, 2018 , as well as stock purchased in December 2017 that settled in early 2018; however, it does not include treasury stock that was purchased but did not settle during the three months ended March 30, 2018 . In addition to shares repurchased, the Company's treasury stock activity also includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees. The net impact of the Company's issuances of stock and share repurchases during the three months ended March 30, 2018 , resulted in a net cash outflow of $450 million. We expect to repurchase approximately

56



$1.0 billion of our stock during 2018, net of proceeds from the issuance of treasury stock due to the exercise of employee stock options.
Dividends
The Company did not make any cash payments for dividends during the three months ended  March 30, 2018 . The Company paid the first quarter dividend during the first week of April 2018. The Company did not make any cash payments for dividends during the three months ended  March 31, 2017 . The Company paid the first quarter dividend during the first week of April 2017.
Our Board of Directors approved the Company's regular quarterly dividend of $0.39 per share at its April 2018 meeting. This dividend is payable on July 2, 2018, to shareowners of record as of June 15, 2018.
Foreign Exchange
Our international operations are subject to certain opportunities and risks, including currency fluctuations and governmental actions. We closely monitor our operations in each country and seek to adopt appropriate strategies that are responsive to changing economic and political environments, and to fluctuations in foreign currencies.
Our Company conducts business in more than 200 countries. Due to the geographic diversity of our operations, weakness in some foreign currencies may be offset by strength in others. Our foreign currency management program is designed to mitigate, over time, a portion of the potentially unfavorable impact of exchange rate changes on net income and earnings per share. Taking into account the effects of our hedging activities, the impact of changes in foreign currency exchange rates increased our operating income for the three months ended March 30, 2018 by 2 percent. Based on current spot rates and our hedging coverage in place, we expect currencies will have a slight unfavorable impact on our operating income results through the end of the year.
Hyperinflationary Economies
A hyperinflationary economy is one that has cumulative inflation of 100 percent or more over a three-year period. In accordance with U.S. GAAP, local subsidiaries in hyperinflationary economies are required to use the U.S. dollar as their functional currency and remeasure the monetary assets and liabilities not denominated in U.S. dollars using the rate applicable to conversion of a currency for purposes of dividend remittances. All exchange gains and losses resulting from remeasurement are recognized currently in income.
Venezuela has been designated as a hyperinflationary economy. We sell concentrate to our bottling partner in Venezuela from outside the country. These sales are denominated in U.S. dollars. We also have certain U.S. dollar-denominated intangible assets associated with products sold in Venezuela. As a result of weaker sales and the volatility of foreign currency exchange rates resulting from continued political instability, we recorded impairment charges of $20 million during the three months ended March 31, 2017 in the line item other operating charges in our condensed consolidated statement of income. As a result of these impairment charges, and a subsequent impairment charge in 2017, the remaining carrying value of all U.S. dollar-denominated intangible assets associated with products sold in Venezuela is zero.















57



Overview of Financial Position
The following table illustrates the change in the individual line items of the Company's condensed consolidated balance sheet (in millions):
 
March 30,
2018

December 31, 2017

Increase
(Decrease)

 
Percent
Change

Cash and cash equivalents
$
8,291

$
6,006

$
2,285

 
38
%
Short-term investments
7,518

9,352

(1,834
)
 
(20
)
Marketable securities
5,564

5,317

247

 
5

Trade accounts receivable — net
3,904

3,667

237

 
6

Inventories
2,937

2,655

282

 
11

Prepaid expenses and other assets
2,449

2,000

449

 
22

Assets held for sale
213

219

(6
)
 
(3
)
Assets held for sale  discontinued operations

7,166

7,329

(163
)
 
(2
)
Equity method investments
21,478

20,856

622

 
3

Other investments
1,039

1,096

(57
)
 
(5
)
Other assets
4,428

4,230

198

 
5

Deferred income tax assets
3,298

330

2,968

 
899

Property, plant and equipment — net
7,977

8,203

(226
)
 
(3
)
Trademarks with indefinite lives
6,753

6,729

24

 

Bottlers' franchise rights with indefinite lives
53

138

(85
)
 
(62
)
Goodwill
9,908

9,401

507

 
5

Other intangible assets
306

368

(62
)
 
(17
)
Total assets
$
93,282

$
87,896

$
5,386

 
6
%
Accounts payable and accrued expenses
$
10,218

$
8,748

$
1,470

 
17
%
Loans and notes payable
14,785

13,205

1,580

 
12

Current maturities of long-term debt
4,370

3,298

1,072

 
33

Accrued income taxes
579

410

169

 
41

Liabilities held for sale
33

37

(4
)
 
(11
)
Liabilities held for sale  discontinued operations

1,495

1,496

(1
)
 

Long-term debt
29,792

31,182

(1,390
)
 
(4
)
Other liabilities
8,079

8,021

58

 
1

Deferred income tax liabilities
2,314

2,522

(208
)
 
(8
)
Total liabilities
$
71,665

$
68,919

$
2,746

 
4
%
Net assets
$
21,617

$
18,977

$
2,640

1  
14
%
1 Includes an increase in net assets of $728 million resulting from foreign currency translation adjustments in various balance sheet line items.
The increases (decreases) in the table above include the impact of the following transactions and events:
Short-term investments decreased primarily as a result of current quarter maturities being reinvested in time deposits that are classified as cash and cash equivalents.
Deferred income tax assets increased primarily as a result of our adoption of Accounting Standards Update ("ASU") 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which required us to record a deferred tax asset of $2.9 billion during the three months ended March 30, 2018 . Refer to Note 1 and Note 14 of Notes to Condensed Consolidated Financial Statements.
Accounts payable and accrued expenses increased primarily due to the Company's first quarter 2018 dividend payment, which was payable to shareowners of record as of March 15, 2018. This payment was made during the first week of April.
Loans and notes payable increased primarily due to net issuances of commercial paper and short-term debt.
Current maturities of long-term debt increased primarily due to a portion of the Company's long-term debt maturing within the next 12 months and being reclassified as current, partially offset by payments of current maturities. Refer to the heading "Cash Flows from Financing Activities" above for additional information.





58



Item 3.  Quantitative and Qualitative Disclosures About Market Risk
We have no material changes to the disclosures on this matter made in our Annual Report on Form 10-K for the year ended December 31, 2017 .
Item 4.  Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of March 30, 2018 .
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the quarter ended March 30, 2018 , that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Part II. Other Information
Item 1.  Legal Proceedings
Information regarding reportable legal proceedings is contained in Part I, "Item 3. Legal Proceedings" in our Annual Report on Form 10-K for the year ended  December 31, 2017 . The following updates and restates the description of the previously reported U.S. Federal Income Tax Dispute matter.
U.S. Federal Income Tax Dispute
On September 17, 2015, the Company received a Statutory Notice of Deficiency ("Notice") from the Internal Revenue Service ("IRS") for the tax years 2007 through 2009, after a five-year audit. In the Notice, the IRS claims that the Company's United States taxable income should be increased by an amount that creates a potential additional federal income tax liability of approximately $3.3 billion for the period, plus interest. No penalties were asserted in the Notice. The disputed amounts largely relate to a transfer pricing matter involving the appropriate amount of taxable income the Company should report in the United States in connection with its licensing of intangible property to certain related foreign licensees regarding the manufacturing, distribution, sale, marketing and promotion of products in overseas markets.
During the 2007-2009 audit period, the Company followed the same transfer pricing methodology for these licenses that had consistently been followed since the methodology was agreed with the IRS in a 1996 closing agreement that applied back to 1987. The closing agreement provided prospective penalty protection as long as the Company followed the prescribed methodology and material facts and circumstances and relevant federal tax law have not changed. On February 11, 2016, the IRS notified the Company, without further explanation, that the IRS had determined that material facts and circumstances and relevant federal tax law had changed permitting it to assert penalties. The Company does not agree with this determination. The Company's compliance with the closing agreement was audited and confirmed by the IRS in five successive audit cycles covering the subsequent 11 years through 2006, with the last audit concluding as recently as 2009.
The Notice represents a repudiation of the methodology previously adopted in the 1996 closing agreement. The IRS designated the matter for litigation on October 15, 2015. To the extent the matter remains designated, the Company will be prevented from pursuing any administrative settlement at IRS Appeals or under the IRS Advance Pricing and Mutual Agreement Program.
The Company firmly believes that the IRS' claims are without merit and plans to pursue all available administrative and judicial remedies necessary to resolve this matter. To that end, the Company filed a petition in the U.S. Tax Court on December 14, 2015, and the IRS filed its answer on February 12, 2016. On October 4, 2017, the IRS filed an amended answer to the Company's petition in which it increased its transfer pricing adjustment by $385 million resulting in an additional tax adjustment of $135 million .
On June 20, 2017, the Company filed a motion for summary judgment on the portion of the IRS' adjustments related to our licensee in Mexico. On December 14, 2017, the U.S. Tax Court issued a decision on the summary judgment motion in favor of the Company. This decision effectively reduced the IRS' potential tax adjustment by approximately $138 million .
The trial began on March 5, 2018 and is set to last approximately two months. The Company intends to continue vigorously defending its position and is confident in its ability to prevail on the merits.

59



Item 1A.  Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 , which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
The following table presents information with respect to purchases of common stock of the Company made during the three months ended March 30, 2018 , by The Coca-Cola Company or any "affiliated purchaser" of The Coca-Cola Company as defined in Rule 10b-18(a)(3) under the Exchange Act:
Period
Total Number
of Shares
Purchased 1

Average
Price Paid
Per Share

Total Number
of Shares
Purchased as
Part of the
Publicly
Announced
Plan 2

Maximum
Number of
Shares That May
Yet Be
Purchased Under
the Publicly
Announced
Plan

January 1, 2018 through January 26, 2018
4,793,868

$
46.63

4,772,600

65,977,519

January 27, 2018 through February 23, 2018
9,620,023

44.83

5,921,700

60,055,819

February 24, 2018 through March 30, 2018
7,731,022

43.69

7,632,154

52,423,665

Total
22,144,913

$
44.82

18,326,454

 

1 The total number of shares purchased includes: (1) shares purchased pursuant to the 2012 Plan described in footnote 2 below and (2) shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees, totaling 21,268 shares, 3,698,323 shares and 98,868 shares for the fiscal months of January, February and March, respectively.
2 On October 18, 2012, we publicly announced that our Board of Directors had authorized a plan (the "2012 Plan") for the Company to purchase up to 500 million shares of our Company's common stock. This column discloses the number of shares purchased pursuant to the 2012 Plan during the indicated time periods (including shares purchased pursuant to the terms of preset trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act).
Item 6.  Exhibits
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements contain representations, warranties, covenants and conditions by or of each of the parties to the applicable agreement. These representations, warranties, covenants and conditions have been made solely for the benefit of the other parties to the applicable agreement and:
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations, warranties, covenants and conditions may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this report and the Company's other public filings, which are available without charge through the Securities and Exchange Commission's website at http://www.sec.gov.



60



 
EXHIBIT INDEX
Exhibit No.
(With regard to applicable cross-references in the list of exhibits below, the Company's Current, Quarterly and Annual Reports are filed with the Securities and Exchange Commission (the "SEC") under File No. 001-02217; and Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Current, Quarterly and Annual Reports are filed with the SEC under File No. 001-09300).
4.1
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.

61



4.31
Indenture, dated as of July 30, 1991, between Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust Company Americas, as trustee — incorporated herein by reference to Exhibit 4.1 to Coca-Cola Refreshments USA, Inc.'s Current Report on Form 8-K dated July 30, 1991.
4.32
First Supplemental Indenture, dated as of January 29, 1992, to the Indenture, dated as of July 30, 1991, between the Coca-Cola Refreshments USA, Inc. and Deutsche Bank Trust Company Americas, as trustee — incorporated herein by reference to Exhibit 4.01 to Coca-Cola Refreshments USA, Inc.'s Current Report on Form 8-K dated January 29, 1992.

62



101
The following financial information from The Coca-Cola Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Income for the three months ended March 30, 2018 and March 31, 2017, (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 30, 2018 and March 31, 2017, (iii) Condensed Consolidated Balance Sheets as of March 30, 2018 and December 31, 2017, (iv) Condensed Consolidated Statements of Cash Flows for the three months ended March 30, 2018 and March 31, 2017, and (v) Notes to Condensed Consolidated Financial Statements.



63



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
THE COCA-COLA COMPANY
(Registrant)
 
 
 
 
 
/s/ LARRY M. MARK
Date:
May 1, 2018
Larry M. Mark
Vice President and Controller
(On behalf of the Registrant)
 
 
 
 
 
/s/ MARK RANDAZZA
Date:
May 1, 2018
Mark Randazza
Vice President, Assistant Controller and Chief Accounting Officer
(Principal Accounting Officer)


64
EXHIBIT 10.1

PERFORMANCE SHARE AGREEMENT
Growth Share Units
The Coca-Cola Company 2014 Equity Plan

The Coca-Cola Company (the “Company”) hereby agrees to award to the recipient named below (the “Recipient”) performance share units over the number of shares of Common Stock, $.25 par value, of the Company (the “Shares”) set forth below as the “Target Award” (the “Award”) in accordance with and subject to the terms, conditions and restrictions of this Performance Share Agreement, including any country-specific provisions for the Recipient’s country in Appendix A attached hereto (“Appendix A”, together with Appendix B and the Performance Share Agreement, the “Agreement”). The Award shall settle as Shares, but until such settlement, the Award will be denominated in performance share units. The Shares awarded will be released to the Recipient on the date set forth below (“Release Date”) if the conditions described in this Agreement are satisfied. Such Award will be made under the terms of The Coca‑Cola Company 2014 Equity Plan (the “Plan”), as amended.

Name of Recipient :      XXXXXXXXXX
Target Award :         XXXXXX Shares
Award Date :        

The following dates are applicable for this Award:

Performance Period(s)
 
Performance Certification Date
[Date], on the date of the Compensation Committee meeting
Release Date
 

Performance Criteria : The performance criteria shown in Appendix B must be met for Shares to be released pursuant to an Award under this Agreement. The number of Shares that may be released on the Release Date shall be determined based upon the Target Award and the schedule shown in Appendix B, subject to Sections 1 and 3. Appendix B constitutes part of this Agreement.

TERMS AND CONDITIONS OF THIS AGREEMENT

    
(1)
General Conditions . This Award is in the form of performance share units that settle in Shares at the Release Date. If all of the conditions set forth in this Agreement are satisfied, the Shares will be released to the Recipient as soon as administratively possible following the Release Date. If these conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein.
(a) Continuous Employment . Except as provided in Section 3 or in Appendix A, the Shares shall be released on the Release Date only if the Recipient is continuously employed by the Company, or if different, the Recipient’s employer (the “Employer”), or an Affiliate from the Award Date until the Release Date.
(b) Performance Conditions . The Shares shall be issuable only if (and to the extent) that the Performance Criteria, set forth herein, are satisfied during the Performance Period. The Controller of the Company and the Compensation Committee of the Board of Directors of the Company shall certify whether, and to what extent, the Performance Criteria have been achieved. If the minimum performance is not met, no Shares shall be issued and the Award shall be forfeited.

(2)
Shares, Dividends and Voting Rights . As soon as administratively practicable following the Release Date, or as otherwise provided in Section 3 below, the number of Shares determined based on the Performance Criteria shall be issued to the Recipient, provided all conditions set forth in Section 1 above are satisfied. Except as provided in Section 3 below, all Awards shall be settled in Shares.
Prior to the Release Date, the Recipient shall have no rights with respect to the Shares, including but not limited to rights to sell, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the Shares. In addition, prior to the Release Date, the Recipient shall not be entitled to receive dividends, dividend equivalents and shall not have any other rights with respect to the Shares.
(3)     Employment Events .
(a)    Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing of the same. In the event of the Recipient’s termination of employment prior to the Release Date for reasons other than those set forth below, the Award shall be forfeited.

Event
During the Performance Period
During the Service Period
Disability
     Performance Period continues
     After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date.
     Service Period continues.
     Issue and/or release Shares earned on the Release Date
Employment with the Company or a Subsidiary terminates because of Disability
     Performance Period continues
     After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date.
     Issue and/or release Shares earned on the Release Date
Employee is involuntarily terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of a reduction in workforce, internal reorganization, or job elimination and  employee signs a release of all claims and, if requested, an agreement on confidentiality and competition.
     Awards held less than 12 months from the Award Date are forfeited.
     For Awards held at least 12 months from the Award Date, such recipient shall be entitled to retain a prorated number of Shares subject to the Award if such Shares have been earned, unless otherwise specified at the time of grant. Shares will be prorated based on the number of whole and partial calendar months of service during the Performance Period through the date of termination of employment, with any partial calendar months equaling a whole calendar month. The number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.
     If all requirements met, earned Shares are released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.
Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service
     Awards held less than 12 months from the Award Date are forfeited.
     For Awards held at least 12 months from the Award Date, the Performance Period continues.
     After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.
     Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.
Employment with the Company or an Affiliate terminates because of death
     The Recipient’s estate shall be paid a cash amount equal to the value of the Target Award. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death and shall be paid within 90 days after the Recipient’s death.
     If Shares have been issued, the Shares shall be released to the Recipient’s estate within 90 days after the Recipient’s death.
     If Shares have not been issued, the Recipient’s estate shall be paid a cash amount equal to the value of the Shares earned. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death (or in the case of death on a non trading day, the next trading day) and shall be paid within 90 days after the Recipient’s death.
Employment with the Company or a Subsidiary involuntarily terminates for reasons other than for cause within one year after a Change in Control
     Award shall be treated as described in the Plan.
     Award shall be treated as described in the Plan.
US military leave
     Performance Period continues
     After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date.
     Issue and/or release Shares earned on the Release Date
Unpaid leave of absence pursuant to published Company policy of 12 months or less
     Performance Period continues
     After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date.
     Service Period continues.
     Issue and/or release Shares earned on the Release Date
Transfer, at Company’s discretion, to an Affiliate
     Performance Period continues.
     After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date.
     Service Period continues.
     If all requirements met, earned Shares are released on the Release Date.
Recipient’s Employer is no longer an Affiliate under the terms of the Plan (this constitutes a termination of employment under the Plan)
     Award is forfeited.
     Award is forfeited.
Employment with an Affiliate terminates for any reason other than death
     Award is forfeited.
     Award is forfeited.

(b)     “Years of Service” for purposes of this agreement means “Years of Vesting Service” as that term is defined in The Coca-Cola Company Pension Plan, regardless of whether the Recipient is a participant in that plan.
(4)      Acceptance of Agreement . The Recipient shall indicate his or her acceptance of this Agreement, including any Power of Attorney, if requested and in the method directed by the Company.
(5)      Stock Splits and Other Adjustments . In the event that the Company’s shares, as a result of a stock split or stock dividend or combination of shares or any other change or exchange for other securities, by reclassification, reorganization or otherwise, are increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, the number of Shares to be awarded under this Agreement shall be adjusted to reflect such change in such manner as the Board of Directors of the Company or the Compensation Committee may deem appropriate. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.

(6)     Notices . Each notice relating to this Award shall be in writing. All notices to the Company shall be addressed to the Secretary, The Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia 30313. All notices to the Recipient shall be addressed to the address of the Recipient on file with the Company, the Employer, and/or the Company’s plan broker, Merrill, Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”). Either the Company or the Recipient may designate a different address by written notice to the other. Written notice to said addresses shall be effective to bind the Company, the Recipient and the Recipient's representatives and beneficiaries.
(7)     Responsibility for Taxes .
(a)      Irrespective of any action taken by the Company or the Employer, the Recipient hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, National Insurance Contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Recipient’s participation in the Plan and legally applicable to the Recipient (“Tax-Related Items”), is and remains the responsibility of the Recipient or the Recipient’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Recipient acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.
(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Recipient authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

(1)
withholding from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or the Employer, or any other payment of any kind otherwise due to the Recipient by the Company and/or the Employer; or
(2)
withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Recipient’s behalf pursuant to this authorization without further consent); or
(3)
retention of or withholding in Shares to be issued upon vesting/settlement of the Award.
(c)        If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Recipient is deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are retained solely for the purpose of paying the Tax-Related Items.
(d)    In addition, the Recipient shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Recipient fails to comply with the Recipient’s obligations in connection with the Tax-Related Items.
(e)    The Recipient further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, settlement or release of the Award, the issuance of Shares upon settlement or release of the Award, the subsequent sale of Shares acquired pursuant to such settlement or release and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Recipient’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Recipient is subject to tax in more than one jurisdiction, the Recipient acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. For Recipients who are International Service Associates or covered by another international service policy, all Tax-Related Items remain the Recipient’s responsibility, except as expressly provided in the Company’s International Service Policy and/or Tax Equalization Policy.
(8)     Compensation Committee . The Recipient hereby agrees that (a) any change, interpretation, determination or modification of this Agreement by the Compensation Committee shall be final and conclusive for all purposes and on all persons including the Company and the Recipient; provided, however, that with respect to any amendment or modification of the Plan which affects the Award of Shares made hereby, the Compensation Committee shall have determined that such amendment or modification is in the best interests of the Recipient of such Award; and (b) this Agreement and the Award shall not affect in any way the right of the Company or the Employer to terminate or change the employment of the Recipient.

(9)      Prohibited Activities . In the event Recipient engages in a “Prohibited Activity” (as defined below), at any time during the term of this Agreement, or within one year after termination of the Recipient’s employment from the Company and/or the Employer, or within one year after the Release Date, whichever occurs latest, the Award shall be forfeited and, if applicable, any payment associated with the Award shall be forfeited and repaid to the Company.
Prohibited Activities are:
(a) Non-Disparagement – making any statement, written or verbal, in any forum or media, or taking any action in disparagement of the Company, the Employer and/or any Affiliate thereof, including but not limited to negative references to the Company or its products, services, corporate policies, or current or former officers or employees, customers, suppliers, or business partners or associates;
(b) No Publicity – publishing any opinion, fact, or material, delivering any lecture or address, participating in the making of any film, radio broadcast or television transmission, or communicating with any representative of the media relating to confidential matters regarding the business or affairs of the Company, the Employer and/or any Affiliate which the Recipient was involved with during the Recipient’s employment;
(c) Non-Disclosure of Trade Secrets – failure to hold in confidence all Trade Secrets of the Company, the Employer and/or any Affiliate that came into the Recipient’s knowledge during the Recipient’s employment by the Company, the Employer or any Affiliate, or disclosing, publishing, or making use of at any time such Trade Secrets, where the term "Trade Secret" means any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;
(d) Non-Disclosure of Confidential Information – failure to hold in confidence all Confidential Information of the Company, the Employer and/or any Affiliate that came into the Recipient’s knowledge during the Recipient’s employment by the Company, the Employer or any Affiliate, or disclosing, publishing, or making use of such Confidential Information, where the term "Confidential Information" means any data or information, other than Trade Secrets, that is valuable to the Company and not generally known to the public or to competitors of the Company;

(e) Return of Materials – failure of the Recipient, in the event of the Recipient’s termination of employment for any reason, promptly to deliver to the Company all memoranda, notes, records, manuals or other documents, including all copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets or Confidential Information regarding the Company's business, whether made or compiled by Recipient or furnished to the Recipient by virtue of the Recipient’s employment with the Company, the Employer or any Affiliate, or failure promptly to deliver to the Company all vehicles, computers, credit cards, telephones, handheld electronic devices, office equipment, and other property furnished to the Recipient by virtue of the Recipient’s employment with the Company, the Employer or any Affiliate;
(f) Non-Compete – rendering services for any organization which, or engaging directly or indirectly in any business which, in the sole judgment of the Compensation Committee or the Chief Executive Officer of the Company or any senior officer designated by the Compensation Committee, is or becomes competitive with the Company;
(g) Non-Solicitation – soliciting or attempting to solicit for employment for or on behalf of any corporation, partnership, or other business entity any employee of the Company with whom Recipient had professional interaction during the last twelve months of the Recipient’s employment with the Company, the Employer or any Affiliate; or
(h) Violation of Company Policies – violating any written policies of the Company or the Employer applicable to Recipient, including without limitation the Company’s insider trading policy.
(10)     Modification of Agreement . If any of the terms of this Agreement may in the opinion of the Company conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations.
(11)     Data Privacy . The Recipient hereby explicitly and unambiguously (i) acknowledges and (ii) to the extent required under applicable law, consents to, the collection, retention, use and transfer, in electronic or other form, of the Recipient's personal data as described in and necessary to perform this Agreement and any other Award grant materials, by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Recipient's participation in the Plan.

The Recipient understands that to the extent not prohibited under applicable law, the Company and the Employer may hold certain personal information about the Recipient, including, but not limited to, the Recipient's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Awards or any other entitlement to shares of stock awarded, canceled, vested, unvested or outstanding in the Recipient's favor ("Data"), for the purpose of implementing, administering and managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other required personal and financial data about the Recipient. The Recipient hereby (i) acknowledges and (ii) to the extent required under applicable law, provides explicit consent to, the processing of any such Data by KO, the Employer and any Affiliate. The Recipient understands that Data will be transferred to Merrill Lynch or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Recipient understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have data privacy laws and protections that are not considered adequate in the Recipient's country. The Recipient understands that if the Recipient resides outside the United States, the Recipient may request in those countries where required to be disclosed under applicable law, a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Recipient (i) acknowledges and (ii) to the extent required under applicable law, authorizes the receipt, possession, use, retention and transfer of the Data, in electronic or other form, by the Employer, the Company and its Affiliates, Merrill Lynch and any other possible recipients which may assist the Company or Merrill Lynch (presently or in the future) with implementing, administering and managing the Plan, for the sole purposes of such implementation, administration and management. The Recipient understands that Data will be held only as long as is necessary to implement, administer and manage the Recipient's participation in the Plan. The Recipient understands that if the Recipient resides outside the United States, the Recipient may, if required by applicable law, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein insofar as such consents are required under applicable law, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Recipient acknowledges that if the Recipient is providing consent(s) herein, s/he is doing so on a purely voluntary basis. Insofar as any consent is required under applicable law, and the Recipient either does not consent or later seeks to revoke his or her consent, the Recipient's employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant Recipient Awards or other equity awards or administer or maintain such awards. Therefore, the Recipient understands that refusing or withdrawing his or her consent (insofar as consent is required under applicable law) may affect the Recipient's ability to participate in the Plan. For more information on the consequences of his or her refusal to consent or withdrawal of consent in the event that consent is required under applicable law, the Recipient understands that he or she may contact the local human resources representative.
(12)      Nature of Award . In accepting the Award, the Recipient acknowledges, understands and agrees that:
(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b)    this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c)    all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the number of Shares, and the performance and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Compensation Committee;
(d)    participation in this Plan or program is voluntary;
(e)    this Award and the underlying Shares, and any income derived therefrom are not paid in lieu of and are not intended to replace any pension rights or compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f)    for purposes of the Award, the Recipient’s employment or service relationship will be considered terminated as of the date the Recipient is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Recipient is employed or the terms of the Recipient’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Recipient’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period ( e.g. , the Recipient’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Recipient is employed or the terms of the Recipient’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively providing services for purposes of the Award (including whether the Recipient may still be considered to be providing services while on a leave of absence);
(g)    the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(h)    no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Recipient’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Recipient is employed or the terms of the Recipient’s employment agreement, if any), and in consideration of the grant of the Award to which the Recipient is otherwise not entitled, the Recipient irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(i)    the Award and the Recipient’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Recipient’s employment or service relationship (if any); and
(j)    if the Recipient is providing services outside the United States, the Recipient acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Recipient pursuant to the settlement of the Award or the subsequent sale of any Shares acquired upon settlement.
(13)     No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Recipient’s participation in the Plan, or the Recipient’s acquisition or sale of the underlying Shares. The Recipient is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
(14)     Entire Agreement; Severability . The Plan and this Agreement set forth the entire understanding between the Recipient, the Employer, the Company, and any Affiliate regarding the acquisition of the Shares and supersedes all prior oral and written agreements pertaining to this Award. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Recipient and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect.
(15)     Governing Law and Venue . This Award and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Delaware, United States of America, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
(16)      Compliance with Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Award prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Recipient understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Recipient agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Recipient’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
(17)      Language . If the Recipient has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(18)      Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Recipient hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.
(19)      Appendix A . The Award shall be subject to any special terms and conditions for the Recipient’s country set forth in Appendix A. Moreover, if the Recipient relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Recipient, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.
(20)     Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Recipient’s participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Recipient to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
(21)     Waiver . The Recipient acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Recipient or any other Recipient.
(22)     Insider Trading Restrictions/Market Abuse Laws . The Recipient acknowledges that, depending on the Recipient’s country of residence, the Recipient may be subject to insider trading restrictions and/or market abuse laws, which may affect the Recipient’s ability to acquire or sell shares of Common Stock or rights to shares of Common Stock ( e.g. , Awards) under the Plan during such times as the Recipient is considered to have “inside information” regarding the Company (as defined by the laws in the Recipient’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. The Recipient acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Recipient is advised to speak to his or her personal advisor on this matter.


THE COCA-COLA COMPANY

_______________________________________
Authorized Signature

Using the Merrill Lynch voice response system or other available means, the Recipient must accept the above Award in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. If he or she does not do so prior to [Date], then the Company may declare the Award null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the Recipient's heirs pursuant to the Recipient's will or the laws of descent and distribution.
Power of Attorney

This Power of Attorney shall not apply if the Recipient becomes an Executive Officer or a Reporting Officer under Section 16 of the Securities Exchange Act of 1934.

The Recipient, by electing to participate in the Plan and accepting the Agreement, does hereby appoint as attorney-in-fact, the Company, through its duly appointed representative, as the Recipient’s true and lawful representative, with full power and authority to do the following:

(i)        
To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) sell on the Recipient’s behalf a set percentage of the Shares the Recipient receives at vesting as may be needed to cover Tax-Related Items due at vesting;
(ii)      
To direct, instruct, authorize and prepare and execute any document necessary to have the Company and/or Merrill Lynch (or any successor broker designated by the Company) use the Recipient’s bank and/or brokerage account information and any other information as required to effectuate the sale of Shares the Recipient receives at vesting as may be needed to cover Tax-Related Items due at vesting; 
(iii)      
To take any additional action that may be necessary or appropriate for implementation of the Plan with any competent taxing authority; and
(iv)      
To constitute and appoint, in the Recipient’s place and stead, and as the Recipient’s substitute, one representative or more, with power of revocation.

The authority set forth herein to sell Shares shall not be valid if the Recipient or the Company notifies Merrill Lynch that the Recipient is unable to trade in Company securities due to trading restrictions pursuant to the Company’s Insider Trading Policy or applicable securities laws.  The Recipient hereby ratifies and confirms as his or her own act and deed all that such representative may do or cause to be done by virtue of this instrument.

APPENDIX A

THE COCA-COLA COMPANY
2014 EQUITY PLAN
PERFORMANCE SHARE AGREEMENT

Terms and Conditions
This Appendix includes additional terms and conditions that govern the Award granted to the Recipient under the Plan if the Recipient works in one of the countries listed below. If the Recipient is a citizen or resident of a country other than the one in which the Recipient is currently working, is considered a resident of another country for local law purposes or if the Recipient transfers employment and/or residency between countries after the Award Date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Recipient.
Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.
Notifications
This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the Recipient should be aware with respect to the Recipient's participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Recipient not rely on the information in this Appendix as the only source of information relating to the consequences of the Recipient's participation in the Plan because the information may be out of date when the Award vests, Shares are issued to the Recipient and/or the Recipient sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Recipient's particular situation and the Company is not in a position to assure the Recipient of a particular result. Accordingly, the Recipient is advised to seek appropriate professional advice as to how the relevant laws in the Recipient's country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Recipient’s country.
Finally, if the Recipient is a citizen or resident of a country other than the one in which the Recipient is currently working, is considered a resident of another country for local law purposes or if the Recipient transfers employment and/or residency between countries after the Award Date, the information contained herein may not be applicable to the Recipient in the same manner.
ARGENTINA
Notifications

Securities Law Information

The Recipient understands that neither the Awards nor the Shares underlying the Awards are publicly offered or listed on any stock exchange in Argentina. Therefore, the offer of the Awards does not constitute a public offering as defined under Argentine law. The offer is private and not subject to the supervision of any Argentine governmental authority.
Exchange Control Information
If the Recipient transfers proceeds from the sale of Shares and any cash dividends into Argentina, the Recipient may be subject to certain restrictions. If the transfer of funds received in connection with the Award into Argentina is made within 10 days of receipt, 30% of the amount transferred into Argentina may be subject to mandatory deposit in a non-interest bearing account for a holding period of 365 days. The Argentine bank handling the transaction may request certain documentation in connection with the request to transfer sale proceeds into Argentina ( e.g. , evidence of the sale, proof of the source of the funds used to purchase the Shares, etc.). If the bank determines that the 10-day rule or any other rule or regulation promulgated by the Argentine Central Bank has not been satisfied, it will require that 30% of the proceeds be placed in a non-interest bearing deposit account for a holding period of 365 days.

The Recipient is solely responsible for complying with the exchange control rules that may apply to the Recipient in connection with his or her participation in the Plan and/or transfer of proceeds from the sale of Shares or receipt of dividends acquired under the Plan into Argentina. Prior to transferring funds into Argentina, the Recipient should consult his or her local bank and/or exchange control advisor to confirm what will be required by the bank because interpretations of the applicable Central Bank regulations vary by bank and exchange control rules and regulations are subject to change without notice.

Foreign Asset/Account Reporting Information

Argentinian residents must report any Shares acquired under the Plan and held by the resident on December 31 of each year on their annual tax return for that year.
AUSTRALIA
Terms and Conditions

Australian Offer Document
The offer of the Award is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of the Award to Australian resident employees, which will be provided to the Recipient with the Agreement.

Notifications

Securities Law Information

The Recipient understands that if he or she acquires Shares upon vesting/settlement of the Award and subsequently offers such Shares for sale to a person or entity resident in Australia, such an offer may be subject to disclosure requirements under Australian law. The Recipient should obtain legal advice regarding applicable disclosure requirements prior to making any such offer.

Exchange Control Information

Australian residents must report inbound and/or outbound cash transactions exceeding A$10,000 and inbound and/or outbound international fund transfers of any value if the transfers do not involve an Australian bank.
AUSTRIA
Notifications

Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Austria.
Consumer Protection Information

The Recipient may be entitled to revoke the Agreement on the basis of the Austrian Consumer Protection Act (the “Act”) under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Plan:
(i)
The revocation must be made within one week after the acceptance of the Agreement.
(ii)
The revocation must be in written form to be valid. It is sufficient if the Recipient returns the Agreement to the Company or the Company’s representative with language that can be understood as the Recipient’s refusal to conclude or honor the Agreement, provided the revocation is sent within the period discussed above.
Exchange Control Information
If the Recipient holds securities (including Shares acquired under the Plan) or cash (including proceeds from the sale of Shares and any cash dividends) outside of Austria (even if the Recipient holds them outside of Austria at a branch of an Austrian bank), the Recipient may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded.
Specifically, if the Recipient is an Austrian resident and holds securities outside of Austria, reporting requirements will apply if the value of such securities meets or exceeds (i) €30,000,000 as of the end of any calendar quarter, or (ii) €5,000,000 as of December 31. Further, if the Recipient holds cash in accounts outside of Austria (including proceeds from the sale of shares and any cash dividends), monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €3,000,000 including the transactions and balances of all such cash accounts.
BELGIUM
Notifications

Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Belgium.
Foreign Asset/Account Reporting Information

The Recipient is required to report any taxable income attributable to the Award on his or her annual tax return. Additionally, Belgian residents are required to report any security or bank accounts (including brokerage accounts) maintained outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of Belgium with certain details regarding such foreign accounts.
BRAZIL
Terms and Conditions

Nature of Grant

The following provision supplements Section 12 of the Agreement:

The Recipient agrees that (i) he or she is making an investment decision, (ii) the Shares will be issued to him or her only if the vesting conditions are met and any necessary services are rendered by the Recipient over the vesting period, and (iii) the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to the Recipient.

Compliance with Law
By accepting the Award, the Recipient acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting/settlement of the Award and issuance and/or sale of Shares acquired under the Plan and the receipt of any dividends.

Notifications
Foreign Asset/Account Reporting Information
If the Recipient is resident or domiciled in Brazil, the Recipient will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000 as of December 31. Assets and rights that must be reported include Shares acquired under the Plan.
CANADA
Terms and Conditions

Termination of Employment

The following provision supplements Section 12(f) of the Agreement:

In the event of the Recipient’s termination of employment for any reason (whether or not later found invalid or in breach of local employment laws or the terms of the Recipient’s employment agreement, if any), any unvested portion of the Award shall be immediately forfeited without consideration.  For purposes of the preceding sentence, the Recipient’s right to vest in the Award will terminate effective as of the earlier of the following dates: (i) the date on which the Recipient’s employment is terminated; (ii) the date the Recipient receives written notice of termination of employment from the Company or one of the Affiliates; or (iii) the date the Recipient is no longer actively providing services to the Company or one of the Affiliates.  The right to vest in and exercise the Award (as discussed above) will not be extended by any notice period ( e.g. , active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under Canadian laws or the terms of the Recipient’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the Recipient is no longer actively providing services for purposes of the Recipient’s Award (including whether the Recipient may still be considered to be providing services while on a leave of absence).

Data Privacy

The following provision supplements Section 11 of the Agreement:

The Recipient hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Recipient further authorizes the Company, any Affiliates and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Recipient further authorizes the Company and any Affiliates to record such information and to keep such information in the Recipient’s employee file.

Language Consent
The following terms and conditions apply to the Recipients resident in Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

Notifications

Securities Law Information

The Recipient is permitted to sell Shares acquired through the Plan through the designated broker appointed by the Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed ( i.e. , New York Stock Exchange).

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign property ( e.g. , Shares acquired under the Plan and possibly unvested Awards) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year, although the reporting requirements have been simplified if the cost is less than C$250,000. It is the Recipient’s responsibility to comply with these reporting obligations, and the Recipient should consult his or her own personal tax advisor in this regard.
CHILE
Notifications

Securities Law Information

Neither the Company nor Shares are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

Exchange Control Information

It is responsibility of the Recipient to make sure that the Recipient complies with exchange control requirements in Chile when the value of Recipient’s share transaction is in excess of US$10,000.
If the aggregate value of the Shares received under the Award exceeds US$10,000, the Recipient must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the settlement of the Awards.
The Recipient is not required to repatriate funds obtained from the sale of the Shares. However, if the Recipient decides to repatriate such funds, the Recipient must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, the Recipient must report the payment to a commercial bank or registered foreign exchange office receiving the funds.
If Recipient’s aggregate investments held outside of Chile exceeds US$5,000,000 (including the investments made under the Plan), the Recipient must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.
Please note that exchange control regulations in Chile are subject to change. The Recipient should consult with his or her personal legal advisor regarding any exchange control obligations that the Recipient may have in connection with the Award.
Annual Tax Reporting Obligation

The Chilean Internal Revenue (the “CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If the Recipient is not a Chilean citizen and has been a resident in Chile for less than three years, the Recipient is exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website at http://www.sii.cl.
CHINA

Terms and Conditions

The following provisions govern the Recipient’s participation in the Plan if the Recipient is a national or passport holder of the People’s Republic of China (“PRC”) resident and working in mainland China:

Separation from the Company

Notwithstanding any provisions in the Agreement to the contrary, the following provisions apply in the event of separation from the Company or an Affiliate in China due to Disability and Retirement:

Awards held less than 12 months from the date of Award are forfeited.

For Awards held at least 12 months, the Performance Period shall be shortened to the beginning of the original Performance Period through the end of the year prior to the year of termination of employment after having attained age 55 and completing 10 Years of Service (“Retirement”) or Disability, as applicable. If the Performance Criteria are met during the shortened Performance Period, instead of an award of Shares, the Recipient shall be paid a cash amount equal to the value of the Shares that would have been earned based upon performance during the shortened period. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s Disability or Retirement, as applicable, and shall be paid within 90 days of the Recipient’s Disability or Retirement, as applicable.

The following provision of Section 3(a) of the Agreement is replaced with the following:

Employment with the Company or a Subsidiary terminates after attaining age 55 and completing 10 Years of Service (“Retirement”)
     Awards held less than 12 months from the Award Date are forfeited.
     For Awards held at least 12 months from the Award Date, the Performance Period continues.
     After the Performance Criteria are certified, the number of Shares earned are issued and released on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.
     Issue and/or release Shares earned on the Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.

Exchange Control Requirements

By accepting the Award, the Recipient acknowledges that he or she understands and agrees that, due to exchange control requirements in China, the Recipient is not permitted to transfer any Shares acquired under the Plan out of the Recipient’s account established with the Company’s designated broker. In addition, as a condition of participation, the Recipient must execute the Power of Attorney below and agree to certain special terms and conditions as set forth below to comply with exchange control requirements in China and allow the Plan to continue in operation. Any and all Awards granted to the Recipient (including any and all outstanding Awards previously granted, any Shares issued to the Recipient in respect thereof, as well as current and future grants of Awards issued to the Recipient hereafter) are subject to local exchange control requirements, including the following special terms and conditions:

(i) Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, the Recipient must sell all of the Shares received through the vesting of any Award within six (6) months following the Recipient’s termination of employment for any reason, or within any other timeframe as may be required by the State Administration of Foreign Exchange (“SAFE”), Shanghai branch. In no event shall the Recipient be permitted to hold Shares later than six (6) months following the date of the Recipient’s termination of employment for any reason, and the Company will authorize Merrill Lynch (or any successor broker designated by the Company) to sell the Shares (on the Recipient’s behalf and pursuant to the authorization without further consent) should the Shares remain in the Recipient’s account more than six (6) months following the Recipient’s termination of employment. In addition, upon vesting of the Award, a set percentage of the Shares issued at vesting may need to be sold in order to cover any Tax-Related Items due at vesting.

The Recipient must authorize Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) or any successor broker designated by the Company to sell such Shares as described above (on the Recipient’s behalf and pursuant to this authorization) and provide to the Company and/or Merrill Lynch any documentation or evidence necessary to effect such sale of the Shares. Neither the Company nor Merrill Lynch (or any successor broker designated by the Company) are under any obligation to arrange for such sale of the Shares at any particular price or on any specific date or time. Further, the Company shall have the exclusive discretion to determine when the Recipient is no longer actively providing service for purposes of the Award;

(ii) The Recipient must repatriate the cash proceeds from the sale of the Shares issued upon the vesting of the Award to China. Such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate in China, and any proceeds from the sale of any Shares the Recipient acquires may be transferred to such special account prior to being delivered to the Recipient (less any Tax-Related Items and any brokerage fees or commissions);

(iii) The Company will deliver the proceeds of the sale of Shares (less any Tax Related Items and any brokerage fees or commissions) to the Recipient as soon as possible, but there may be delays in distributing the funds to the Recipient due to exchange control requirements in China. Proceeds may be paid to the Recipient in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to the Recipient in U.S. dollars, the Recipient will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to the Recipient in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Recipient acknowledges and agrees that he or she bears the risk of any currency conversion rate fluctuation between the date that the Shares or any dividends paid on the Shares are sold, as applicable, and the date of conversion of the cash proceeds to local currency.

(iv) The Recipient further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Power of Attorney

The Recipient is a PRC national employee working for the Company, the Employer or another Related company in China and, by electing to participate in the Plan and accepting the Agreement (including this Appendix), the Recipient does hereby appoint as attorney-in-fact, the Company, through its duly appointed representative, as the Recipient’s true and lawful representative, with full power and authority to do the following:

(i) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) sell on the Recipient’s behalf a set percentage of the Shares the Recipient receives at vesting as may be needed to cover Tax-Related Items due at vesting;

(ii) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) sell on the Recipient’s behalf any and all Shares the Recipient receives through the vesting of the Recipient’s Award, which are still being held in his or her brokerage account as of the date which is six (6) months following the date of his or her termination of employment;

(iii) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) repatriate the proceeds of the sale of the Recipient’s Shares through a special exchange control account in China established by the Company, the Employer or any other Affiliate;

(iv) To direct, instruct, authorize and prepare and execute any document necessary to have the Company and/or Merrill Lynch (or any successor broker designated by the Company) use the Recipient’s bank and/or brokerage account information and any other information as required to effectuate the sale of Shares and the repatriation and delivery of the cash proceeds from such sale;

(v) To take any additional action that may be necessary or appropriate for implementation of the Plan with SAFE and any other competent PRC authority, including but not limited to the transfer of funds through a special exchange control account in China; and

(vi) To constitute and appoint, in the Recipient’s place and stead, and as the Recipient’s substitute, one representative or more, with power of revocation.

The Recipient hereby ratifies and confirms as his or her own act and deed all that such representative may do or cause to be done by virtue of this instrument.

Notifications

Foreign Asset/Account Reporting Information

The Recipient may be required to report to SAFE all details of his or her foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents. Under these rules, the Recipient may be subject to reporting obligations for the Awards, Shares acquired under the Plan, the receipt of any dividends and the sale of Shares.

EGYPT

Notifications

Exchange Control Information

If the Recipient transfers funds into Egypt in connection with the Award, the Recipient is required to transfer the funds through a registered bank in Egypt.

FRANCE
Terms and Conditions
Awards Not Tax-Qualified
The Award is not intended to be a tax-qualified or tax-preferred award, including without limitation, under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code.  The recipient is encouraged to consult with a personal tax advisor to understand the tax and social insurance implications of the Award.
Language Consent
By accepting the French Award, the Recipient confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language.  The Recipient accepts the terms of those documents accordingly. The Recipient confirms that the Recipient has a good knowledge of the English language.
En acceptant l’Attribution, le Bénéficiaire confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire a une bonne maîtrise de la langue anglaise.
Notifications
Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.
Foreign Asset/Account Information
The Recipient may hold Shares acquired upon vesting/settlement of the Award, any proceeds resulting from the sale of Shares or any dividends paid on such Shares outside of France, provided the Recipient declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return.  Failure to complete this reporting may trigger penalties for the Recipient. 

GERMANY

Notifications

Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU
Prospectus Directive as implemented in Germany.

Exchange Control Information

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ). In the event that the Recipient makes or receives a payment in excess of this amount, he or she is required to report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“ Allgemeines Meldeportal Statistik ”) available via Bundesbank’s website (www.bundesbank.de).

GREECE

Notifications

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Greece.

HONG KONG

Terms and Conditions

Securities Law Notice

WARNING: The Award and the Shares underlying the Awards do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its Affiliates participating in the Plan. The Recipient should be aware that the contents of the Agreement have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Agreement and the Plan are intended only for the personal use of each Recipient and may not be distributed to any other person. The Recipient is advised to exercise caution in relation to the offer of the Award. If the Recipient is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Recipient should obtain independent professional advice.

Sale of Shares

Any Shares received at vesting are accepted as a personal investment. In the event that any portion of this Award vests within six months of the Award Date, the Recipient agrees that he or she will not offer to the public or otherwise dispose of the Shares acquired prior to the six-month anniversary of the Award Date.

Notifications

Occupational Retirement Schemes Ordinance Alert

The Company specifically intends that neither the Award nor the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”).

INDIA

Notifications

Exchange Control Information

The Recipient must repatriate to India all funds resulting from the sale of Shares within 90 days and all proceeds from the receipt of any dividends within 180 days. The Recipient will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Recipient should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset/Account Reporting Information

The Recipient is required to declare in his or her annual tax return his or her foreign financial assets (including Shares) and any foreign bank accounts. The Recipient understands that it is the Recipient’s responsibility to comply with this reporting obligation and is advised to confer with a personal tax advisor in this regard.

IRELAND

Notifications

Director Notification Requirement

If the Recipient is a director, shadow director or secretary of an Irish Affiliate, the Recipient is required to notify such Irish Affiliate in writing within five business days of (i) receiving or disposing of an interest in the Company ( e.g. , the Awards, Shares, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director, shadow director or secretary of an Irish Affiliate if such an interest exists at the time.  This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary, as the case may be).

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU
Prospectus Directive as implemented in Ireland.

ITALY
Terms and Conditions
Data Privacy
The following provision replaces Section 11 of the Agreement:

The Recipient understands that the Company, the Employer and any Affiliate may hold certain personal information about him or her, including, but not limited to, the Recipient’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any Affiliate, details of all Awards, or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in the Recipient’s favor (“Data”), for the exclusive purpose of implementing, managing and administering the Plan. The Recipient is aware that providing the Company with Data is necessary for the performance of the Plan and that his or her refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Recipient’s ability to participate in the Plan.

The Controller of personal data processing is The Coca-Cola Company with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Coca-Cola Italia S.r.l., Edison Park Center, Viale Tommaso Edison 110, 20099 Sesto San Giovanni, Milan, Italy.

The Recipient understands that Data may be transferred to the Company or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to its designated broker or other third party with whom Shares acquired under the Plan or cash from the sale of such Shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy.

The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Recipient’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Recipient understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The Recipient understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Recipient’s participation in the Plan. The Recipient understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the Recipient is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Recipient’s local human resources representative.

Plan Document Acknowledgment

In accepting the Award, the Recipient acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.
The Recipient acknowledges that he or she has read and specifically and expressly approves the following sections of the Agreement: Section (3) Employment Events; Section (7) Responsibility for Taxes; Section (12) Nature of Award; Section (15) Governing Law and Venue; Section (18) Electronic Delivery and Acceptance; Section (19) Appendix A; Section (20) Imposition of Other Requirements; and the Data Privacy section above.

Notifications

Foreign Asset/Account Reporting Information

If the Recipient is an Italian resident who, at any time during the fiscal year, holds foreign financial assets (including cash and Shares) which may generate taxable income in Italy, the Recipient is required to report these assets on his or her annual tax return for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations also apply if the Recipient is the beneficial owner of foreign financial assets under Italian money laundering provisions.

Securities Disclaimer

The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus
Directive as implemented in Italy.

JAPAN

Notifications

Foreign Asset/Account Reporting Information

Japanese residents holding assets outside of Japan with a total net fair market value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. The Recipient is advised to consult with a personal tax advisor to ensure that he or she is properly complying with applicable reporting requirements.

MEXICO

Terms and Conditions

Labor Law Acknowledgment
These provisions supplement Section 12 of the Agreement:
Modification. By accepting the Award, the Recipient understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of the Recipient’s employment.
Policy Statement. The grant of the Award made under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.
The Company with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of Shares does not, in any way, establish an employment relationship between the Recipient and the Company since the Recipient is participating in the Plan on a wholly commercial basis and the Recipient’s sole employer is Servicios Integrados de Administración y Alta Gerencia S. de R.L. de C.V., nor does it establish any rights between the Recipient and the Employer.
Plan Document Acknowledgment
By accepting the grant of the Awards, the Recipient acknowledges that the Recipient has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.
In addition, by signing the Agreement, the Recipient further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 12 of the Agreement (“Nature of Award,” in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) none of the Affiliates or the Company is responsible for any decrease in the value of the Shares underlying the Award.
Finally, the Recipient hereby declares that the Recipient does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of the Recipient’s participation in the Plan and therefore grants a full and broad release to the Employer, the Company and any Affiliates with respect to any claim that may arise under the Plan.
Spanish Translation

Términos y Condiciones

Reconocimiento de la Ley Laboral aplicable

Los presentes lineamientos reemplazarán a la Cláusula 12 del Contrato.

Modificación. Al aceptar el Otorgamiento, el Beneficiario reconoce y entiende que cualquier modificación al Plan o al Contrato o su terminación no serán considerados como un cambio o disminución en los términos y condiciones de su relación de trabajo.

Declaración de Política . El Otorgamiento realizado conforme al Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier tiempo, sin responsabilidad alguna.

La Compañía, con oficinas registradas ubicadas en One Coca Cola Plaza, Atlanta Georgia, 30313, EE.UU., es la única responsable de la administración del Plan y de la participación en el mismo, y la adquisición de Acciones no establece de forma alguna una relación de trabajo entre el Beneficiario y la Compañía, ya que su participación en el Plan es completamente comercial, y el único empleador del Beneficiario es Servicios Integrados de Administración y Alta Gerencia, S. de R.L. de C.V., así como tampoco establece ningún derecho entre el Beneficiario y el Patrón.

Reconocimiento del Documento del Plan. Al aceptar el Otorgamiento, el Beneficiario reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Contrato y que entiende y acepta completamente todas las disposiciones contenidas en el Plan y en el Contrato.

Adicionalmente, al firmar el Contrato, el Beneficiario reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en la cláusula 12 del Contrato ("Naturaleza del Otorgamiento") en el cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) ninguna de las empresas Afiliadas o la Compañía, son responsables por cualquier disminución en el valor de las Acciones en relación al Otorgamiento.

Finalmente, el Beneficiario manifiesta que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación del Beneficiario en el Plan y, en consecuencia, otorga el más amplio finiquito al Patrón, así como a la Compañía y empresas Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

MOROCCO

Notifications

Exchange Control Information

The Company reserves the right to force the immediate sale of any Shares to be issued upon vesting and settlement of the Award. If applicable, the Recipient agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Recipient’s behalf pursuant to this authorization) and the Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Recipient acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Recipient the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Recipient acknowledges that the Recipient is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of this Agreement.
The Recipient is required immediately to repatriate to Morocco the proceeds from the sale of any Shares which may be issued to the Recipient at vesting and settlement of the Awards. Such repatriation of proceeds may need to be effectuated through a special account established by the Company, its Subsidiary or Affiliate. By accepting the Awards, the Recipient consents and agrees that the cash proceeds may be transferred to such special account prior to being delivered to the Recipient.
If repatriation of proceeds is not effectuated through a special account, the Recipient agrees to maintain his or hers own records proving repatriation and to provide copies of these records upon request from the Company, its Subsidiary and/or the Office des Changes. The Recipient is responsible for ensuring compliance with all exchange control laws in Morocco.
PAKISTAN

Terms and Conditions
Immediate Sale of Shares
Notwithstanding anything to the contrary in the Agreement and the Plan, due to local regulatory requirements, the Recipient agrees to the immediate sale of any Shares to be issued to the Recipient on the Release Date. The Recipient further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Recipient’s behalf pursuant to this authorization without further consent) and the Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Recipient acknowledges that the Company and its designated broker are under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company will deliver to the Recipient the cash proceeds from the sale of the Shares, less any Tax-Related Items and brokerage fees or commissions.

Notifications

Exchange Control Information

The Recipient is required immediately to repatriate to Pakistan the proceeds from the sale of Shares as described above. The Recipient should consult his or her personal advisor prior to exercise and settlement of the Awards to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. The Recipient is responsible for ensuring compliance with all exchange control laws in Pakistan.

PHILIPPINES

Notifications

Securities Law Information

The Recipient acknowledges that the Recipient is permitted to sell Shares acquired under the Plan through the broker, provided that such sale takes place outside of the Philippines through the facilities of the New York Stock Exchange on which the Shares are listed.

The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission under its Securities Regulation Code (the “SRC”). Any future offer or sale thereof is subject to registration requirements under the SRC unless such offer or sale qualifies as an exempt transaction.

RUSSIA

Terms and Conditions

U.S. Transaction and Sale Restrictions

The Recipient understands that acceptance of the grant of the Award results in a contract between the Recipient and the Company completed in the United States and that the Agreement are governed by the laws of the Commonwealth of Delaware, without regard to choice of law principles thereof. Any Shares acquired under the Plan shall be delivered to the Recipient through a brokerage account in the U.S. The Recipient may hold the Shares in his or her brokerage account in the U.S.; however, in no event will Shares issued to the Recipient under the Plan be delivered to the Recipient in Russia. The Recipient is not permitted to sell the Shares directly to other Russian legal entities or individuals, nor is Recipient permitted to bring any certificates representing the Shares into Russia (if such certificates are actually issued).

Depending on the development of local regulatory requirements, the Company reserves the right to require the immediate sale of any Shares to be issued to Recipient upon vesting of the Award. By accepting the Award, Recipient acknowledges that Recipient understands and agree that the Company is authorized to, and may, in its sole discretion, instruct its designated broker to assist with the mandatory sale of Shares issued to the Recipient upon vesting of the Award (on Recipient’s behalf pursuant to this authorization) and Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. Recipient acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the shares of Shares, Recipient will receive the cash proceeds, less any Tax-Related Items and brokerage fees or commissions.

Data Privacy

The following provision replaces Section 11 of the Agreement:

By accepting the Award, the Recipient acknowledges that he or she has read, understood and agrees to the terms regarding the collection, processing and transfer of data described in Section 11 of the Agreement. In this regard, upon request of the Company or the Employer, the Recipient agrees to provide an executed data privacy consent form or any similar agreements or consents that the Company or the Employer may deem necessary to obtain under the data privacy laws in Russia, either now or in the future. The Recipient understands that he or she will not be able to participate in the Plan if the Recipient fails to execute any such consent or agreement that may be requested.

Notifications

Securities Law Information
The Employer is not in any way involved in the offer of the Award or administration of the Plan. The Agreement, the Plan and all other materials the Recipient may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of Shares under the Plan has not and will not be registered in Russia and hence the Shares described in any Plan-related documents may not be offered or placed in public circulation in Russia.
Please note that, under the Russian law, the Recipient is not permitted to sell or otherwise alienate the Shares directly to other Russian individuals and the Recipient is not permitted to bring Share certificates into Russia.
Exchange Control Information
The Recipient is responsible for complying with all currency control laws and regulations in Russia that may apply to participation in the Plan. Within a reasonably short time after the receipt of any funds resulting from the Award ( e.g ., sale proceeds, dividends, etc.), the funds must be repatriated to Russia and credited to a Russian resident Recipient through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Effective August 2, 2014, dividends (but not dividend equivalents) do not need to be remitted to a Russian resident Recipient’s bank account in Russia but instead can be remitted directly to a foreign individual bank account (in Organisation for Economic Cooperation and Development (“OECD”) and Financial Action Task Force (“FATF”) countries). The Recipient should consult his or her personal advisor before remitting any funds into Russia, as exchange control requirements are subject to change at any time, often without notice.
Labor Law Information
If the Recipient continues to hold Common Stock acquired at vesting of the Award after an involuntary termination of employment, he or she may not be eligible to receive unemployment benefits in Russia.

SINGAPORE

Notifications

Securities Law Information

The Award is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Recipient should note that the Award is subject to section 257 of the SFA and the Recipient should not make any subsequent sale of the Shares in Singapore or any offer of such subsequent sale of the Shares in Singapore, unless such sale or offer is made (1) after 6 months from the Award Date or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Requirement

If the Recipient is a Chief Executive Officer (“CEO”) or a director, associate director or shadow director of the Company’s Singapore Affiliate, the Recipient is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Company’s Singapore Affiliate in writing when the Recipient receives an interest ( e.g. , the Awards, Shares, etc.) in the Company or any Affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest ( e.g. , when Shares are sold), or (iii) becoming a CEO, director, associate director or shadow director. 

SOUTH AFRICA

Terms and Conditions

Tax Acknowledgment

By accepting the Award, the Recipient agrees to notify the Employer of the amount of any gain realized at the taxable event. If the Recipient fails to advise the Employer of the gain realized at the taxable event, the Recipient may be liable for a fine. The Recipient will be responsible for paying any difference between the actual tax liability and the amount withheld.

You are advised to carefully read the materials provided before making a decision whether to participate in the Plan. In addition, you are advised to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

Notifications

Securities Law Notice

In compliance with South African securities laws, the Recipient is hereby notified that the following documents are available for review on the Company’s “Investor Relations” website at http://www.coca-colacompany.com/investors: Annual Reports, Quarterly Reports, Earnings Releases and Proxy Statements.

A copy of the above documents will be sent to you free of charge on written request to Investor Relations at the Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia 30313, USA.

Exchange Control Information

South African residents may be required to obtain approval from the South African Reserve Bank for payments (including payment of the proceeds from the sale of Shares) that he or she receives into accounts held outside of South Africa ( e.g. , a U.S. brokerage account). The Recipient should consult his or her personal advisor to ensure compliance with current exchange control regulations.

SPAIN

Terms and Conditions

Labor Law Acknowledgment

The following provision supplements Section 12 of the Agreement:
In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.
The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void.
Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.
Notifications

Securities Disclaimer
The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain. The grant of an Award and the Shares issued pursuant to the vesting/settlement of the Award are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities. Neither the Plan nor the Agreement have been registered with the Comisión National del Mercado de Valores and do not constitute a public offering prospectus.
Exchange Control Information
The acquisition, ownership and disposition of Shares and must be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. If the Recipient acquires Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for the Recipient; otherwise, the resident Recipient will be required make the declaration by filing the appropriate form with the DGCI. Generally, the declaration must be made in January for Shares owned as of December 31 of) the prior year; however, if the value of Shares acquired or sold exceeds €1,502,530 (or the Recipient holds 10% or more of the capital of the Company or such other amount that would entitle the Recipient to join the Company’s board of directors), the declaration must be filed within one (1) month of the acquisition or sale, as applicable.
Foreign Asset/Account Reporting Information
To the extent the Recipient holds rights or assets outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , Shares, cash, etc.) as of December 31 each year, such resident will be required to report information on such rights and assets on his or her annual tax return for such year. After such rights and assets are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than €20,000.
Further, the Recipient will be required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including Shares acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.
Further, the Recipient is required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents (including any payments of cash or Shares made to the Recipient under the Plan) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the relevant year, exceed €1,000,000.
THAILAND

Notifications

Exchange Control Information

If the proceeds from the sale of Shares or the receipt of dividends are equal to or greater than US$50,000 or more in a single transaction, Thai resident Recipients must repatriate the proceeds to Thailand immediately upon receipt and convert the funds to Thai Baht or deposit the proceeds in a foreign currency deposit account maintained by a bank in Thailand within 360 days of remitting the proceeds to Thailand. In addition, Thai resident Recipients must report the inward remittance to the Bank of Thailand on a foreign exchange transaction form.

Because exchange control regulations change frequently and without notice, the Recipient should consult his or her personal advisor before selling Shares to ensure compliance with current regulations. It is the Recipient’s sole responsibility to comply with exchange control laws in Thailand.

SWITZERLAND

Notifications

Securities Law Notification

The grant of the Award is considered a private offering and therefore is not subject to securities registration in Switzerland.

TURKEY

Notifications

Securities Law Information

Under Turkish law, the Recipient is not permitted to sell Shares acquired under the Plan in Turkey. The Recipient must sell the Shares acquired under the Plan outside of Turkey. The Shares are currently traded on the New York Stock Exchange in the United States under the ticker symbol “KO” and Shares may be sold on this exchange.

Exchange Control Information

Under Turkish exchange control regulations, the Recipient may be required to use a financial intermediary institution approved under the Turkish Capital Market Law to acquire or sell shares traded on a foreign market and to report such activity to the Capital Markets Board. The Recipient should consult his or her personal advisor regarding these requirements.

UNITED ARAB EMIRATES

Notifications

Securities Law Information

Participation in the Plan is being offered only to selected Recipients and is in the nature of providing equity incentives to Recipients in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such Recipients and must not be delivered to or relied on by any other person. Prospective purchasers of the securities offered, including the Recipient, should conduct their own due diligence on the securities The Recipient is encouraged to consult a legal or financial advisor if the Recipient does not understand the contents of The Agreement or the Plan or any aspect of the Award.

If the Recipient does not understand the contents of the Plan and the Agreement, the Recipient should consult an authorized financial adviser. The Emirates Securities and Commodities Authority and the Dubai Financial Services Authority have no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes
The following provisions supplement Section 7 of the Agreement:
If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement.
Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement.
Notifications
Securities Disclaimer
The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the UK.
This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Award are exclusively available in the UK to bona fide employees and former employees and any other UK Subsidiary of the Company.
URUGUAY

Data Privacy

The following provision supplements Section 11 of the Agreement:

The Recipient understands that his or her Data will be collected by his or her Employer and will be transferred to the Company at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States and/or any financial institutions or brokers involved in the management and administration of the Plan. The Recipient further understands that any of these entities may store the Recipient’s Data for purposes of administering his or her participation in the Plan.

APPENDIX B TO
THE COCA-COLA COMPANY
2014 EQUITY PLAN
PERFORMANCE SHARE AGREEMENT

[Intentionally Left Blank]


EXHIBIT 10.2


THE COCA-COLA COMPANY
2014 EQUITY PLAN
STOCK OPTION AGREEMENT

Account Number:

The Coca‑Cola Company ("KO") hereby grants to the optionee named below Options to purchase KO Stock at the option price per share set forth below, subject to the provisions of this Stock Option Agreement, including any country‑specific provisions for the optionee's country in the appendix attached hereto (the "Appendix," together with the Stock Option Agreement, the "Agreement") and The Coca-Cola Company 2014 Equity Plan (the "Plan").

Optionee's Name :
Number of Options Granted, each for One Share of KO Stock :
Option Price per Share :
Option Offer Date for Belgium :
Option Grant Date :
Option Expiration Date :
Vesting Schedule :

Capitalized terms not otherwise defined in this Agreement shall have the meaning provided in the Plan. The Plan is incorporated into, and made a part of, this Agreement.

1.
When Options can be exercised .
(a)
General provisions .
(i)    No Option may be exercised until it has vested.
(ii)    No Option shall be exercisable prior to the first anniversary of the grant date, except in the event of a Change in Control, death or Disability resulting in a termination of employment.
(iii)    Except as is otherwise explicitly provided in this Agreement and the Plan, non-vested Options are forfeited immediately following termination of employment for any reason, and vested Options expire the earlier of: a) six months following termination of employment for any reason, and b) the Expiration Date noted in the Option.
(iv)    Except as is otherwise explicitly provided in this Agreement and the Plan, once an Option has vested, it may be exercised until it expires. Unless otherwise provided in the Plan or in this Agreement, the Options expire on the Option expiration date noted above.
(vi)    Notwithstanding any provision to the contrary in the Plan or in this Agreement, in the event of the optionee’s violation of Section 6 below, the Options will expire immediately at the time of such violation.
(b)
Specific provisions . Except as otherwise provided in the Plan or in this Agreement, one fourth of the number of Options covered by this Agreement shall vest on each of the first, second, third and fourth anniversaries of the grant date.
2.
Employment Events .
(a)
The following chart describes the impact on vesting and the exercise period of certain events.

   Event 
Impact on Vesting
Impact on Exercise Period
Disability
Options continue to vest if employee is still employed.
Option expiration date provided in Agreement continues to apply.
Employment with the Company or a Subsidiary terminates because of Disability
All Options become immediately vested.
Option expiration date provided in Agreement continues to apply.
Employee is involuntary terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of reduction in workforce, internal reorganization, or job elimination and  employee signs a release of all claims and, if requested, an agreement on confidentiality and competition

Options held at least 12 months continue to vest for four years from termination date in accordance with the Option vesting schedule provided in the Agreement. Options held less than 12 months are forfeited.
Expires upon earlier of (1) four years from termination date, or (2) the Option expiration date provided in the Agreement.
Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service
Options held at least 12 months become immediately vested. Options held less than 12 months are forfeited.
Option expiration date provided in Agreement continues to apply.
Employment with the Company or a Subsidiary terminates because of death
All Options become immediately vested.
Right of executor or administrator of estate to exercise Options terminates on earlier of (1) five years from the date of death, or (2) the Option expiration date provided in the Agreement.
Employment with the Company or a Subsidiary involuntarily terminates for reason other than for cause within one year after a Change in Control
Award shall be treated as described in the Plan.
Award shall be treated as described in the Plan.
Employment with the Company or a Subsidiary terminates for any other reason
Unvested Options are forfeited.
Expires upon earlier of (1) six months from termination date, or (2) the Option expiration date provided in the Agreement.
US military leave
Vesting continues during leave.
Option expiration date provided in the Agreement continues to apply.
Unpaid leave of absence pursuant to published Company policy of 12 months or less
Vesting continues during leave.
Option expiration date provided in the Agreement continues to apply.
Transfer, at Company’s discretion, to an Affiliate that is not a Subsidiary
Vesting continues after move.
Option expiration date provided in the Agreement continues to apply.
Transfer to a Subsidiary
Vesting continues after move.
Option expiration date provided in the Agreement continues to apply.
Optionee’s employer is no longer an Affiliate under the terms of the Plan (this constitutes a termination of employment under the Plan)
Unvested Options are forfeited.
Expires upon earlier of (1) six months from termination date or (2) Option expiration date provided in the Agreement.
Employment with an Affiliate terminates for any reason
Unvested Options are forfeited.
Expires upon earlier of (1) six months from termination date or (2) Option expiration date provided in the Agreement.
Death after termination but before option has expired. Note: Termination of employment may have resulted in a change to the original Option expiration date provided in the grant
Not applicable
Right of executor or administrator of estate terminates on earlier of (1) five years from the date of death, or (2) the Option expiration date that applied at the date of death.
    
(b)
“Years of Service” for purposes of this agreement means “Years of Vesting Service” as that term is defined in The Coca-Cola Company Pension Plan, regardless of whether the optionee is a participant in that plan.
(c)
Committee Discretion to Establish Different Terms. Notwithstanding the foregoing provisions, the Committee may, at its sole discretion, establish different terms and conditions pertaining to the effect of an optionee’s termination on the expiration or exercisability of Options at the time of grant or on the expiration or exercisability of outstanding Options. However, no Option can have a term of more than ten years.
3.
How to exercise the Options . In order to exercise an Option, it must be vested and must not have expired, and the optionee must do the following:
(a)
Pay the option price . The optionee must pay the option price. The optionee shall be informed of the acceptable form and method of payment at or before the time the optionee informs KO of his or her intention to exercise the Option. The acceptable forms and methods of payment of the option price may include payment in cash, pursuant to a cashless exercise authorized by KO, or by delivery, through attestation, of shares of KO Stock owned by the optionee. Not all forms and methods of payment are available in every country. The value of any shares delivered to pay the option price shall be computed on the basis of the most recent reported market price at which a share of KO Stock shall have been sold prior to the time of processing the optionee's election to deliver shares in payment of the option price, as reported on the New York Stock Exchange Composite Transactions listing.
(b)
Complete all paperwork . The optionee must complete, sign and return any paperwork required by KO or by Merrill Lynch, Pierce, Fenner & Smith ("Merrill Lynch"), or such other agent as may administer the Option program on behalf of KO from time to time.
(c)
Pay applicable Tax-Related Items .
Irrespective of any action taken by the Company or, or if different, the optionee’s employer (the “Employer”), the optionee hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, National Insurance Contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the optionee’s participation in the Plan and legally applicable to the optionee (“Tax-Related Items”), is and remains the responsibility of the optionee or the optionee’s estate or legal representative (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The optionee acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.
Prior to any relevant taxable or tax withholding event, as applicable, the optionee agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the optionee authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy any tax withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
withholding from the optionee’s wages or other cash compensation paid to the optionee by the Company and/or the Employer, or any other payment of any kind otherwise due to the optionee by the Company and/or the Employer; or
withholding from proceeds of the sale of shares of KO Stock acquired upon exercise of the Option, either through a voluntary sale or through a mandatory sale arranged by the Company. In this regard, the optionee agrees that, should KO or any Affiliate in its reasonable judgment determine that Tax-Related Items withholding is required upon exercise of the options, KO may instruct Merrill Lynch to withhold and/or sell shares of KO Stock acquired by the optionee upon exercise of his or her options, or
If the optionee is a U.S. taxpayer, he or she may elect to satisfy federal, state and local income Tax-Related Items liabilities due by reason of the exercise by having shares of KO Stock withheld. The value of withheld shares shall be computed as described in paragraph 2(a) above.
If the obligation for Tax-Related Items is satisfied by withholding in shares of KO Stock, for tax purposes, the optionee is deemed to have been issued the full number of shares subject to the Option, notwithstanding that a number of the shares are retained solely for the purpose of paying the Tax-Related Items.
In addition, the optionee shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the optionee’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the KO Stock or the proceeds of the sale of Shares, if the optionee fails to comply with the optionee’s obligations in connection with the Tax-Related Items.
The optionee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of shares of KO Stock upon exercise, the subsequent sale of shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the optionee’s liability for Tax-Related Items or achieve any particular tax result. Further, if the optionee is subject to tax in more than one jurisdiction, the optionee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. For optionees who are International Service Associates, all Tax-Related Items remain the optionee’s responsibility, except as expressly provided in KO’s International Service Policy and/or tax equalization program.
(d)
Pay applicable fees . The optionee agrees to pay to Merrill Lynch any costs associated with the sale of shares of KO Stock acquired upon exercise of the Options, whether such shares are sold to pay the option price, to satisfy Tax-Related Items or for other reasons.
(e)
Right of set-off . By accepting this Agreement, the optionee agrees that, should KO or any Affiliate in its reasonable judgment determine that optionee owes KO or any Affiliate any amount due to any loan, note, obligation or indebtedness, including but not limited to amounts owed to KO pursuant to KO’s tax equalization program or KO’s policies with respect to travel and business expenses, and if the optionee has not satisfied such obligation(s), then KO may instruct Merrill Lynch to withhold and/or sell shares of KO Stock acquired by the optionee upon exercise of his or her Options, or KO may deduct funds equal to the amount of such obligation from the optionee's salary or other funds due to the optionee from KO.
(f)
Comply with additional restrictions . The optionee agrees that the Compensation Committee of the Board of Directors of KO (the “Committee”), or its designee, may, in the exercise of its sole and absolute discretion at or before the time the optionee informs KO of his or her intention to exercise the Option, establish any additional conditions or restrictions with respect to the exercise of the Option, including, but not limited to, restrictions on the acceptable form or method of payment of the option price and restrictions for failing to promptly submit to KO or any Affiliate, a tax organizer, or such other tax-related documents reasonably requested by KO or, if different, the Employer, pursuant to KO’s tax equalization program (if optionee is a participant in such program). The optionee shall be informed of such restrictions. The optionee agrees to comply with any such additional conditions or restrictions.
4.
Non‑qualified Option under U.S. Tax Laws . The Options are not intended to be, and shall not be treated as, incentive stock options, as defined in Section 422 of the U.S. Internal Revenue Code of 1986, as amended.
5.
Options are not transferable . The optionee may not assign or transfer the Options in any situation, including, but not limited to, divorce; provided that upon the optionee's death the Options may be transferred by will or by the laws of descent and distribution. During the lifetime of the optionee, the Options shall be exercisable only by the optionee personally or, in the event of the optionee's Disability if a legal representative has been appointed to act on behalf of the optionee, then by the optionee's legal representative.
6.
Forfeiture of Options and Option gain In the event optionee shall engage in a “Prohibited Activity” (as defined on Schedule A hereto), at any time during the term of the Options, or within one year after termination of optionee’s employment from KO, the Employer or any Affiliate, or within one year after exercise of all or any portion of the Options, whichever occurs latest, this Option shall be rescinded and, if applicable, any gain associated with any exercise of this Option shall be forfeited and repaid to KO. Accordingly, if the optionee engages in a Prohibited Activity, then:
(a)
as of the date that the optionee participates in such Prohibited Activity, all unexercised portions of this Option immediately and automatically shall terminate, be forfeited, and shall cease to be exercisable (unless such Option has been terminated sooner by operation of another term or condition of the Plan or this Agreement); and
(b)
within ten days after receiving from KO written notice of the termination of this Option, the optionee shall pay to KO any and all gains associated with the exercise of all or any portion of this Option, plus interest calculated from the time of such notice through the date of repayment to KO. The gain associated with the exercise of any portion of this Option shall be the closing price per share on the date of the exercise thereof, as reported on the New York Stock Exchange Composite Transactions listing, less the option price per share shown above, multiplied by the number of Options exercised. Interest shall be calculated using the weighted prime rate at SunTrust Bank, Atlanta.
Optionee may be released from the effects of this section if the Committee determines in its sole discretion that such action is in the best interest of KO and its stockholders.
Optionee expressly acknowledges and affirms that the foregoing provisions of this section are material and important terms of this Agreement, and optionee expressly agrees that if all or any part or application of the foregoing provisions of this section are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between optionee and KO, KO shall be entitled to receive from optionee, in exchange for the exercise price per share shown above, all shares of KO Stock acquired by optionee upon exercise of any portion of the Option and held by optionee. If optionee has sold, transferred or otherwise disposed of any shares of KO Stock acquired by optionee upon exercise of any portion of the Option, KO shall be entitled to receive from optionee the gain associated with such sale, transfer or disposal, plus interest calculated through the date of payment to KO. The gain associated with the sale, transfer or other disposal of any share of KO Stock acquired by optionee upon exercise of any portion of the Option shall be the closing price per share on the date of such sale, transfer or disposal, as reported on the New York Stock Exchange Composite Transactions listing, less the option price per share shown above, multiplied by the number of shares of KO Stock sold, transferred or disposed of. Interest shall be calculated using the weighted prime rate at SunTrust Bank, Atlanta.
7.
Stock ownership guidelines and agreement to retain net shares . If the optionee is subject to KO’s stock ownership guidelines, the optionee expressly agrees as a condition of this grant that if optionee has not met the applicable stock ownership guidelines within the time prescribed therein, optionee will not sell the number of shares of KO Stock obtained upon exercise of the Options (after paying the Tax‑Related Items and the option price, if applicable) until the optionee has satisfied the optionee's share ownership guidelines and then only shares in excess of those guidelines. Nothing in this paragraph shall be construed to limit the optionee’s ability to execute a cashless exercise.
8.
Notices . Each notice relating to the Option or its exercise shall be in writing. Requests and other notices regarding the exercise of Options shall be delivered (whether by overnight delivery or by mail) as follows:

Merrill Lynch, Pierce, Fenner & Smith at Merrill Lynch Group Employee Services
Attention: The Coca‑Cola Company Stock Option Plan Unit
1400 Merrill Lynch Drive
Mail Stop 04-BS-PRO
Pennington, New Jersey 08534, USA

All notices to KO shall be addressed as follows:     Director, Executive Compensation
    The Coca‑Cola Company
    One Coca‑Cola Plaza
    Atlanta, Georgia 30313, USA

All notices to the optionee shall be addressed to the principal address of the optionee on file with KO, the Employer and/or Merrill Lynch. Either KO or the optionee may designate a different address by written notice to the other. Written notice to these addresses shall be effective to bind KO, the optionee and the optionee's successors and assigns.
9.
Administrative matters . The optionee hereby agrees that the Committee may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration of the Plan, and may make determinations and may take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or other action made or taken pursuant to the Plan, including interpretation of the Plan and the specific conditions and provisions of this Agreement and the Options, shall be final and conclusive for all purposes and upon all persons including, but without limitation, KO, Affiliates, the Committee, the KO Board of Directors, officers and the affected employees of KO, and the optionees and their respective successors in interest.
When the issuance or transfer of KO Stock pursuant to the exercise of an Option may, in the opinion of KO, conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, KO reserves the right to refuse to issue or transfer that KO Stock.
10.
Data Privacy . The optionee hereby explicitly and unambiguously (i) acknowledges and (ii) to the extent required under applicable law, consents to, the collection, retention, use and transfer, in electronic or other form, of the optionee's personal data as described in and necessary to perform this Agreement and any other Option grant materials, by and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the optionee's participation in the Plan.
The optionee understands that to the extent not prohibited under applicable law, the Company and the Employer may hold certain personal information about the optionee, including, but not limited to, the optionee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the optionee's favor ("Data"), for the purpose of implementing, administering and managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other required personal and financial data about the optionee. The optionee hereby (i) acknowledges and (ii) to the extent required under applicable law, provides explicit consent to, the processing of any such Data by KO, the Employer and any Affiliate. The optionee understands that Data will be transferred to Merrill Lynch or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The optionee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have data privacy laws and protections that are not considered adequate in the optionee's country. The optionee understands that if the optionee resides outside the United States, the optionee may request in those countries where required to be disclosed under applicable law, a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The optionee (i) acknowledges and (ii) to the extent required under applicable law, authorizes the receipt, possession, use, retention and transfer of the Data, in electronic or other form, by the Employer, the Company and its Affiliates, Merrill Lynch and any other possible recipients which may assist the Company or Merrill Lynch (presently or in the future) with implementing, administering and managing the Plan, for the sole purposes of such implementation, administration and management. The optionee understands that Data will be held only as long as is necessary to implement, administer and manage the optionee's participation in the Plan. The optionee understands that if the optionee resides outside the United States, the optionee may, if required by applicable law, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein insofar as such consents are required under applicable law, in any case without cost, by contacting in writing his or her local human resources representative. Further, the optionee acknowledges that if the optionee is providing consent(s) herein, s/he is doing so on a purely voluntary basis. Insofar as any consent is required under applicable law, and the optionee either does not consent or later seeks to revoke his or her consent, the optionee's employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant optionee Options or other equity awards or administer or maintain such awards. Therefore, the optionee understands that refusing or withdrawing his or her consent (insofar as consent is required under applicable law) may affect the optionee's ability to participate in the Plan. For more information on the consequences of his or her refusal to consent or withdrawal of consent in the event that consent is required under applicable law, the optionee understands that he or she may contact the local human resources representative.
11.
Nature of Grant . In accepting the Options, the optionee acknowledges, understands and agrees that:
(a)
the Plan is discretionary in nature, and KO can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b)
the grant of Options under the Plan is voluntary and occasional and does not create any contractual or other right to receive future grants of any Options, or benefits in lieu of any Options, even if Options have been granted repeatedly in the past;
(c)
all determinations with respect to any future awards, including, but not limited to, the times when Options shall be granted, the option price, and the time or times when each right shall be exercisable, will be at the sole discretion of the Committee;
(d)
participation in the Plan is voluntary;
(e)
the Option and any shares of KO Stock acquired under the Plan are not intended to replace any pension rights or compensation;
(f)
the future value of the shares of KO Stock underlying the Option is unknown, indeterminable and cannot be predicted with certainty;
(g)
if the underlying shares of KO Stock do not increase in value, the Option will have no value;
(h)
if the optionee exercises the Option and acquires shares of Stock, the value of such shares of KO Stock may increase or decrease in value, even below the option price;
(i)
the Options and any shares of KO Stock acquired under the Plan and any income derived therefrom are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(j)
for purposes of the Option, the optionee's employment or service relationship will be considered terminated as of the date the optionee is no longer actively providing services to the Company or an Affiliate (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the optionee is employed or the terms of the optionee's employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, (i) the optionee's right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period ( e.g. , the optionee's period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the optionee is employed or the terms of the optionee's employment agreement, if any); and (ii) the period (if any) during which the optionee may exercise the Option after such termination of the optionee's employment or service relationship will commence on the date the optionee ceases to actively provide services and will not be extended by any notice period mandated under employment laws in the jurisdiction where the optionee is employed or terms of the optionee's employment agreement, if any; the Committee shall have the exclusive discretion to determine when the optionee is no longer actively providing services for purposes of the optionee's Option grant (including whether the optionee may still be considered to be providing services while on a leave of absence);
(k)
no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the optionee's employment or other service relationship (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the optionee is employed or the terms of the optionee's employment agreement, if any), and in consideration of the grant of the Option to which the optionee is otherwise not entitled, the optionee irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the optionee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
(l)
the Option grant and the optionee's participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Affiliate, and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the optionee's employment or service relationship (if any); and
(m)
if the optionee is providing services outside the United States, the optionee acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the optionee's local currency and the United States Dollar that may affect the value of the Option or of any amounts due to me pursuant to the exercise of the Option or the subsequent sale of any shares of KO Stock acquired upon exercise.
12.
No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the optionee's participation in the Plan, or optionee's acquisition or sale of the underlying shares of KO Stock. The optionee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the optionee's participation in the Plan before taking any action related to the Plan.
13.
Entire Agreement Severability . The Plan and this Agreement set forth the entire understanding between the optionee, the Employer, the Company, and any Affiliate regarding the acquisition of the shares of KO Stock and supersedes all prior oral and written agreements pertaining to this Option. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between optionee and KO, each and all of the other provisions of this Agreement shall remain in full force and effect.
14.
Governing Law and Venue . The Option grant and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Delaware, United States of America, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Options or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
15.
Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.
16.
Language . If the optionee has received this Agreement, or any other document related to the Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
17.
Appendix . Notwithstanding any provisions in this Agreement, the Option grant shall be subject to any special terms and conditions set forth in the Appendix to this Agreement for the optionee's country. Moreover, if the optionee relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the optionee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
18.
Imposition of Other Requirements . The Company reserves the right to impose other requirements on the optionee's participation in the Plan, on the Option and on any shares of KO Stock purchased upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the optionee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
19.
Waiver . The optionee acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the optionee or any other optionee.
20.
Insider Trading Restrictions/Market Abuse Laws . The optionee acknowledges that, depending on the optionee’s country of residence, the optionee may be subject to insider trading restrictions and/or market abuse laws, which may affect the optionee’s ability to acquire or sell shares of KO Stock or rights to shares of KO Stock ( e.g. , Options) under the Plan during such times as the optionee is considered to have “inside information” regarding the Company (as defined by the laws in the optionee’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under KO’s insider trading policy. The optionee acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the optionee is advised to speak to his or her personal advisor on this matter.

THE COCA-COLA COMPANY
By: The Committee



A uthorized Signature

Using the Merrill Lynch voice response system or other available means, the optionee must accept the above Options to purchase shares of KO Stock in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. If he or she does not do so prior to [date], then KO may declare the Option grant null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Option grant will be voided, which means the Options will terminate automatically and cannot be transferred to the optionee's heirs pursuant to the optionee's will or the laws of descent and distribution.


Schedule A
Prohibited Activities

For purposes of this Agreement, the term “Prohibited Activity” shall include any and all of the following:

(a)
Non-Disparagement – making any statement, written or verbal, in any forum or media, or taking any action in disparagement of KO, the Employer and/or any Affiliate thereof, including but not limited to negative references to KO or its products, services, corporate policies, or current or former officers or employees, customers, suppliers, or business partners or associates;
(b)
No Publicity – publishing any opinion, fact, or material, delivering any lecture or address, participating in the making of any film, radio broadcast or television transmission, or communicating with any representative of the media relating to confidential matters regarding the business or affairs of KO, the Employer and/or any Affiliate which optionee was involved with during optionee’s employment;
(c)
Non-Disclosure of Trade Secrets – failure to hold in confidence all Trade Secrets of KO that came into optionee’s knowledge during optionee’s employment by KO, the Employer or any Affiliate, or disclosing, publishing, or making use of at any time such Trade Secrets, where the term "Trade Secret" means any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;
(d)
Non-Disclosure of Confidential Information – failure to hold in confidence all Confidential Information of KO, the Employer and/or any Affiliate that came into optionee’s knowledge during optionee’s employment by KO, the Employer or any Affiliate, or disclosing, publishing, or making use of such Confidential Information, where the term "Confidential Information" means any data or information, other than Trade Secrets, that is valuable to KO and not generally known to the public or to competitors of KO;
(e)
Return of Materials – failure of optionee, in the event of optionee’s termination of employment for any reason, promptly to deliver to KO all memoranda, notes, records, manuals or other documents, including all copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets or Confidential Information regarding KO's business, whether made or compiled by optionee or furnished to optionee by virtue of optionee’s employment with KO, the Employer or any Affiliate, or failure promptly to deliver to KO all vehicles, computers, credit cards, telephones, handheld electronic devices, office equipment, and other property furnished to optionee by virtue of optionee’s employment with KO, the Employer or any Affiliate;
(f)
Non-Compete – rendering services for any organization which, or engaging directly or indirectly in any business which, in the sole judgment of the Committee or the Chief Executive Officer of KO or any senior officer designated by the Committee, is or becomes competitive with KO;
(g)
Non-Solicitation –soliciting or attempting to solicit for employment for or on behalf of any corporation, partnership, or other business entity any employee of the Company or an Affiliate with whom optionee had professional interaction during the last twelve months of optionee’s employment with KO or the Affiliate; or
(h)
Violation of KO Policies – violating any written policies of KO or the Employer applicable to optionee, including without limitation, KO’s insider trading policy.

Nothing in this Agreement is intended to or shall be interpreted as diminishing or otherwise limiting KO’s right under applicable state or local law or any prior agreement I have signed or made with KO regarding trade secrets, confidential information, or intellectual property.


APPENDIX TO

THE COCA-COLA COMPANY
2014 EQUITY PLAN
STOCK OPTION AGREEMENT

Terms and Conditions
This Appendix includes additional terms and conditions that govern the Options granted to the optionee under the Plan if the optionee works in one of the countries listed below. If the optionee is a citizen or resident of a country other than the one in which the optionee is currently working, is considered a resident of another country for local law purposes or if the optionee transfers employment and/or residency between countries after the grant date, KO will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the optionee.
Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.
Notifications
This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the optionee should be aware with respect to the optionee’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2017. Such laws are often complex and change frequently. As a result, KO strongly recommends that the optionee not rely on the information in this Appendix as the only source of information relating to the consequences of the optionee’s participation in the Plan because the information may be out of date at the time that the Options vest, the optionee exercises the Options or the optionee sells shares of KO Stock acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the optionee’s particular situation and KO is not in a position to assure the optionee of a particular result. Accordingly, the optionee is advised to seek appropriate professional advice as to how the relevant laws in the optionee’s country may apply to his or her situation. Furthermore, additional privacy laws may apply in the optionee’s country.
Finally, if the optionee is a citizen or resident of a country other than the one in which the optionee is currently working, is considered a resident of another country for local law purposes or if the optionee transfers employment and/or residency between countries after the grant date, the information contained herein may not be applicable to the optionee in the same manner.
ARGENTINA
Notifications

Securities Law Information

The optionee understands that neither the Options nor the shares of KO Stock underlying the Options are publicly offered or listed on any stock exchange in Argentina. Therefore, the offer of the Options does not constitute a public offering as defined under Argentine law. The offer is private and not subject to the supervision of any Argentine governmental authority.

Limited Method of Exercise

In accordance with Section 3 of the Agreement, the method of payment of the option price of the Options shall, unless otherwise determined by the Committee at its discretion, be limited to a cashless exercise authorized by KO, or by delivery, through attestation, of shares of KO Stock owned by the optionee. Payment of option price shall not be permitted in cash. Consequently, no funds will flow out of Argentina in connection with the Options.

Exchange Control Information

If the optionee transfers proceeds from the sale of shares of KO Stock and any cash dividends into Argentina, the optionee may be subject to certain restrictions. If the transfer of funds received in connection with the Option into Argentina is made within 10 days of receipt, 30% of the amount transferred into Argentina may be subject to mandatory deposit in a non-interest bearing account for a holding period of 365 days. The Argentine bank handling the transaction may request certain documentation in connection with the request to transfer sale proceeds into Argentina ( e.g. , evidence of the sale, proof of the source of the funds used to purchase the shares, etc.). If the bank determines that the 10-day rule or any other rule or regulation promulgated by the Argentine Central Bank has not been satisfied, it will require that 30% of the proceeds be placed in a non-interest bearing deposit account for a holding period of 365 days.

The optionee is solely responsible for complying with the exchange control rules that may apply to the optionee in connection with his or her participation in the Plan and/or transfer of proceeds from the sale of shares of KO Stock or receipt of dividends acquired under the Plan into Argentina. Prior to transferring funds into Argentina, the optionee should consult his or her local bank and/or exchange control advisor to confirm what will be required by the bank because interpretations of the applicable Central Bank regulations vary by bank and exchange control rules and regulations are subject to change without notice.

Foreign Asset/Account Reporting Information

Argentinian residents must report any shares of KO Stock acquired under the Plan and held by the resident on December 31 of each year on their annual tax return for that year.

AUSTRALIA

Terms and Conditions

Australian Offer Document
The offer of the Option is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of the Option to Australian resident employees, which will be provided to the optionee with the Agreement.

Notifications

Securities Law Information

The offering and resale of the KO Stock acquired under the Plan to a person or entity resident in Australia may be subject to disclosure requirements under Australian law. The optionee should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.

Exchange Control Information

Australian residents must report inbound and/or outbound cash transactions exceeding A$10,000 and inbound and/or outbound international fund transfers of any value if the transfers do not involve an Australian bank.

AUSTRIA

Notifications

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Austria.

Consumer Protection Information

The optionee may be entitled to revoke the Agreement on the basis of the Austrian Consumer Protection Act (the “Act”) under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Plan:
(i)
The revocation must be made within one week after the acceptance of the Agreement.
(ii)
The revocation must be in written form to be valid. It is sufficient if the optionee returns the Agreement to KO or KO’s representative with language that can be understood as the optionee’s refusal to conclude or honor the Agreement, provided the revocation is sent within the period discussed above.
Exchange Control Information
If the optionee holds securities (including shares of KO Stock acquired under the Plan) or cash (including proceeds from the sale of shares and any cash dividends) outside of Austria (even if the optionee holds them outside of Austria at a branch of an Austrian bank), the optionee may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded.
Specifically, if the optionee is an Austrian resident and holds securities outside of Austria, reporting requirements will apply if the value of such securities meets or exceeds (i) €30,000,000 as of the end of any calendar quarter, or (ii) €5,000,000 as of December 31. Further, if the optionee holds cash in accounts outside of Austria (including proceeds from the sale of shares and any cash dividends), monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €3,000,000 including the transactions and balances of all such cash accounts.

BELGIUM

Terms and Conditions

Offer Document

The optionee must accept the Option in writing either (i) within 60 days of the offer (for tax at offer), or (ii) after 60 days of the offer (for tax at exercise) by completing the attached Offer Document. The optionee should consult a personal tax advisor with respect to completing the Offer Document.

Notifications

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Belgium.

Foreign Asset/Account Reporting Information

The optionee is required to report any taxable income attributable to the Option on his or her annual tax return. Additionally, Belgian residents are required to report any security or bank accounts (including brokerage accounts) maintained outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of Belgium with certain details regarding such foreign accounts.

Tax Information
This section is intended to advise optionees of potential tax impacts of certain actions or inactions under Belgian law. This section is applicable to any optionee who is subject to income tax in Belgium, including residents. Optionees are urged to consult their personal tax advisers when considering all matters regarding the Option grant set forth in the Agreement.
Options accepted within 60 days following the offer date
At grant : Stock Options that are accepted in writing within 60 days following the offer date are taxable on the date of grant. (Grant date is deemed to be the 60th day following the date of offer.) The taxable benefit is calculated as a percentage of the closing market price on the last trading day preceding the date of offer, plus any excess of the closing market price over the option price. Optionee acknowledges that these taxes are required to be paid even if the Options are later forfeited for any reason, including without limitation termination of employment, and/or the optionee is not actually able to realize value from the Options. The tax paid may not be refunded by the Belgian revenue agency.
At exercise : No Belgian tax consequences, unless the optionee breaks his or her commitment to hold and not exercise the Options before the end of the third calendar year following the calendar year in which the offer was made.
At sale : In principle, no Belgian tax consequences. KO will report details of Option benefits—both at the time of grant and possibly at the time of exercise if the Options are exercised before the expiration of the committed holding period. Tax is due and payable with the optionee’s individual income tax return for the year of grant and possibly in the year of exercise.
Options accepted after the 60th day following the offer date
At grant : In principle, under current guidance from the Belgian tax authorities, no Belgian tax consequences.
At exercise : According to current guidance from the Belgian Minister of Finance, Options that are accepted in writing after the 60th day following the offer date are not subject to taxation at grant, but to taxation at exercise. The taxable benefit is the difference between the actual value of the shares of KO Stock at exercise less the Option price paid. KO will report details of Option benefits at exercise to the Belgian tax authorities through the annual salary statement for the year in which the Options are exercised. Belgian income tax is due and payable upon receipt of the notice of assessment, with the optionee’s individual tax return for the income year of exercise.
At sale : In principle, no Belgian tax consequences. KO and its Affiliates make no guarantee of any tax consequences to the optionee, as laws and guidance may change. In the case of any such changes, the optionee will accept the possibility of corresponding changes in KO’s obligation in respect of reporting and withholding.
Declining Options
If the optionee declines the Options, no tax will be owed at any time, but the Options will be declared null and void.
Special note for international service associates
Individuals resident in Belgium who are on international assignment under a KO or Affiliate program ( e.g. , ISAs or ESAs) are requested to accept the Options after 60 days of the date of offer. Should an international assignee accept the Options prior to 60 days from the date of offer, any taxes due on the grant of the Options shall be the international assignee’s personal responsibility and shall not be covered by the tax equalization policy.

Belgium Offer Document
Sign here to accept or decline the grant:
Check one of the following three lines:
1.      Accept within 60-day period
I accept within the 60-day period (before [date – 60 days after Option Offer Date]) and commit to hold and not to exercise the Options before the end of the third calendar year following the year of offer. By accepting the Options within 60 days of the date of the offer, the Options will be taxed in the tax year in which they are accepted. I acknowledge that these taxes are required to be paid even if the Options are later forfeited for any reason and/or I am not actually able to realize value from the Options.
If you have selected Option 1, please select one of the following:
_______ ACCEPT ALL: I hereby accept all of the number of Options granted in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that I have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. I also declare not to exercise the above Options prior to [date].
_______ ACCEPT PART: I hereby accept part of the Options granted in accordance with and subject to the terms and conditions of this Agreement and Plan. I ACCEPT ONLY          OF THE OPTIONS GRANTED. I acknowledge that I have read this Agreement and the Plan, and agree to be bound by this Agreement, the Plan and the actions of the Committee. I also declare not to exercise the above Options prior to [date]. I decline the remaining number of Options granted.
2.      Accept after the 60-day period
I accept after the 60-day period (after [date – 60 days after Option Offer Date]). By accepting the Options at least 60 days after the date of the offer, under current guidance from the Belgian tax authorities, the Options will be taxed at the time Options are exercised, based on the difference between the option price and the grant price. KO and its Affiliates make no guarantee of any tax consequences to the optionee, as laws and guidance may change.

3.      DECLINE ALL: I hereby decline all of the Options granted.


 
                    
Optionee Signature

                    
Date of Signature


Warning: If the optionee does not accept all or part of the grant by checking the first or second line, signing above, and returning this Agreement prior to [date], then KO may declare the Option grant null and void. Also, in the unfortunate event that death occurs before this Agreement has been so accepted then this Option grant will be voided, which means the Options cannot be transferred to the optionee's heirs pursuant to the optionee's will or the laws of descent and distribution.

INSTRUCTIONS FOR RETURNING SIGNED GRANT AGREEMENT :
Deliver by internal mail to [name], Human Resources, p/a., Chaussee de Mons 1424, 1070 Brussels


BRAZIL

Terms and Conditions

Nature of Grant

The following provision supplements Section 11 of the Agreement:

The optionee agrees that (i) he or she is making an investment decision, (ii) the optionee will be entitled to exercise the Option only if the vesting conditions are met and any necessary services are rendered by the optionee over the vesting period, and (iii) the value of the underlying shares of KO Stock is not fixed and may increase or decrease in value over the vesting period without compensation to the optionee.

Compliance with Law
By accepting the Option, the optionee acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the exercise of Options and the sale of shares of KO Stock acquired under the Plan and the receipt of any dividends.

Notifications
Exchange Control Information
Remittance of funds for the purchase of shares of KO Stock under the Plan must be made through an authorized commercial bank in Brazil.
Foreign Asset/Account Reporting Information
If the optionee is resident or domiciled in Brazil, the optionee will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000 as of December 31. Assets and rights that must be reported include shares of KO Stock acquired under the Plan.

CANADA

Terms and Conditions

Termination of Employment

The following provision replaces Section 11(j) of the Agreement:

In the event of the optionee’s termination of employment for any reason (whether or not later found invalid or in breach of local employment laws or the terms of the optionee’s employment agreement, if any), any non-vested Options shall be immediately forfeited without consideration; except as is otherwise explicitly provided in the Agreement and the Plan. For purposes of the preceding sentence, the optionee’s right to vest in and exercise the Option will terminate effective as of the earlier of the following dates: (i) the date on which optionee’s employment is terminated; (ii) the date the optionee receives written notice of termination of employment from KO or one of the Affiliates; or (iii) the date the optionee is no longer actively employed by or providing services to KO or one of the Affiliates. The right to vest in and exercise the Option (as discussed above) will not be extended by any notice period ( e.g. , active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under Canadian laws or the terms of the optionee's employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the optionee is no longer actively providing services for purposes of the optionee's Option grant (including whether the optionee may still be considered to be providing services while on a leave of absence).

Data Privacy

The following provision supplements Section 10 of the Agreement:

The optionee hereby authorizes KO and KO’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The optionee further authorizes KO, any Affiliates and any stock plan service provider that may be selected by KO to assist with the Plan to disclose and discuss the Plan with their respective advisors. The optionee further authorizes KO and any Affiliates to record such information and to keep such information in the optionee’s employee file.

Language Consent
The following terms and conditions apply to the optionees resident in Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

Notifications

Securities Law Information

The optionee is permitted to sell shares of KO Stock acquired through the Plan through the designated broker appointed by KO, provided the resale of shares of KO Stock acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the shares of KO Stock are listed ( i.e. , New York Stock Exchange).

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign property ( e.g. , shares of KO Stock acquired under the Plan and possibly unvested Options) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year, although the reporting requirements have been simplified if the cost is less than C$250,000. It is the optionee's responsibility to comply with these reporting obligations, and the optionee should consult his or her own personal tax advisor in this regard.

CHILE
Notifications
Securities Law Information
Neither KO nor KO Stock are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.
Exchange Control Information
It is the optionee’s responsibility to make sure that the optionee complies with exchange control requirements in Chile when the value of his or her share transaction is in excess of US$10,000.
If the aggregate value of the KO Stock received under the Options exceeds US$10,000, the optionee must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the settlement of the Options.
The optionee is not required to repatriate funds obtained from the sale of KO Stock. However, if the optionee decides to repatriate such funds, the optionee must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, the optionee must report the payment to a commercial bank or registered foreign exchange office receiving the funds.
If the optionee’s aggregate investments held outside of Chile exceeds US$5,000,000 (including the investments made under the Plans), the optionee must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.
Please note that exchange control regulations in Chile are subject to change. The optionee should consult with his or her personal legal advisor regarding any exchange control obligations that the optionee may have prior to the exercise of the Options.
Annual Tax Reporting Obligation
The Chilean Internal Revenue (the “CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If the optionee is not a Chilean citizen and has been a resident in Chile for less than three years, the optionee is exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website at http://www.sii.cl .
Tax Implications
Under current rules, the Options may be subject to income tax at both the time of grant and the time of exercise. Capital gains tax applies when the shares acquired from exercise are sold. The optionee must report to the CIRS stock option grants and exercises, as well as any stock sales, on the optionee’s monthly tax return for the date of the taxable event. Applicable tax rules may often subject to change, sometimes on a retroactive basis. The optionee should consult with his or her personal legal advisor regarding tax implications of the Options.
CHINA

Terms and Conditions

The following provisions govern the optionee’s participation in the Plan if the optionee is a national or passport holder of the People’s Republic of China (“PRC”) resident and working in mainland China:     

Separation from the Company

Notwithstanding any provisions in the Agreement to the contrary, the following provisions apply in the event of separation from the Company or an Affiliate in China due to Disability or Retirement:

The following provisions of Section 2(a) of the Agreement are replaced with the following:

Event
Impact on Vesting
Impact on Exercise Period
Employment with the Company or a Subsidiary terminates after attaining age 55 (noted as age 60 in Section 2(a) of the Agreement) and completing 10 Years of Service (“Retirement”)
Options held at least 12 months become immediately vested. Options held less than 12 months are forfeited.
Expires upon earlier of (1) six months from termination date or (2) Option expiration date provided in the Agreement.
Employment with the Company or a Subsidiary terminates because of Disability
All Options become immediately vested.
Expires upon earlier of (1) six months from termination date or (2) Option expiration date provided in the Agreement.

Exchange Control Requirements

To comply with local exchange control requirements and allow the Plan to continue in operation, as a condition of participation, the optionee must execute the Power of Attorney below and agree to certain special terms and conditions as set forth below. Any and all Options granted to the optionee (including any and all outstanding Options previously granted, any shares of KO Stock issued to the optionee in respect thereof, as well as current and future grants of Options issued to the optionee hereafter) are subject to local exchange control requirements, including the following special terms and conditions:

(i) Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, the optionee will be restricted to the cashless sell-all method of exercise with respect to his or her Options. To complete a cashless sell-all exercise, the optionee understands that he or she should instruct the broker to: (i) sell all of the shares of KO Stock issued upon exercise; (ii) use the proceeds to pay the option price, any applicable Tax‑Related Items and brokerage fees or commissions; and (iii) remit the balance in cash to the optionee. The optionee acknowledges that KO’s designated broker is under no obligation to arrange for the sale of the shares of KO Stock at any particular price. In the event of changes in regulatory requirements, KO reserves the right to eliminate the cashless sell-all method of exercise requirement and, in its sole discretion, to permit cash exercise or cashless sell-to-cover exercise.

(ii) Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, the optionee understands and agrees that upon termination of employment for any reason whatsoever, the optionee (or, in the event of death, the optionee’s legal representative) will be permitted to exercise any unexercised Options for the shorter of the post-termination exercise period (if any) set forth in the Agreement and six (6) months of the termination of employment, or within any other such time frame as may be required or permitted by the State Administration of Foreign Exchange (“SAFE”) Shanghai branch but in any event no later than the Option expiration date. Any unexercised portion of the Option shall immediately expire after this time. Further, KO shall have the exclusive discretion to determine when the optionee is no longer actively providing service for purposes of the Options;

(iii) The optionee must repatriate the cash proceeds from the sale of the shares of KO Stock issued upon the exercise of the Options to China. Such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by KO, the Employer or another Affiliate in China, and any proceeds from the cashless sell-all exercise of Options may be transferred to such special account prior to being delivered to the optionee (less any Tax-Related Items and any brokerage fees or commissions);

(iv) KO will deliver the proceeds of the cashless sell-all exercise of Options sale of shares of KO Stock (less any Tax Related Items and any brokerage fees or commissions) to the optionee as soon as possible, but there may be delays in distributing the funds to the optionee due to exchange control requirements in China. Proceeds may be paid to the optionee in U.S. dollars or local currency at KO’s discretion. If the proceeds are paid to the optionee in U.S. dollars, the optionee will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to the optionee in local currency, KO is under no obligation to secure any particular exchange conversion rate and KO may face delays in converting the proceeds to local currency due to exchange control restrictions. The optionee acknowledges and agrees that he or she bears the risk of any currency conversion rate fluctuation during that time.

(v) The optionee further agrees to comply with any other requirements that may be imposed by KO in the future in order to facilitate compliance with exchange control requirements in China.

Power of Attorney

The optionee is a PRC national employee working for KO, the Employer or an Affiliate in China and, by electing to participate in the Plan and accepting the Agreement (including this Appendix), does hereby appoint as attorney-in-fact, KO, through its duly appointed representative, as the optionee’s true and lawful representative, with full power and authority to do the following:

(i) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by KO) sell on the optionee’s behalf all of the shares of KO Stock the optionee receives through the exercise of any Options through a cashless sell-all exercise;

(ii) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by KO) repatriate the proceeds of the sale of the optionee’s shares of KO Stock through a special exchange control account in China established by KO, the Employer or any other Affiliate in China;

(iii) To direct, instruct, authorize and prepare and execute any document necessary to have KO and/or Merrill Lynch (or any successor broker designated by KO) use the optionee’s bank and/or brokerage account information and any other information as required to effectuate the sale of shares of KO Stock and the repatriation and delivery of the cash proceeds from such sale;

(iv) To take any additional action that may be necessary or appropriate for implementation of the Plan with SAFE or any other competent PRC authority, including but not limited to the transfer of funds through a special exchange control account in China; and

(v) To constitute and appoint, in the optionee’s place and stead, and as the optionee’s substitute, one representative or more, with power of revocation.

The optionee hereby ratifies and confirms as his or her own act and deed all that such representative may do or cause to be done by virtue of this instrument.

Notifications

Foreign Asset/Account Reporting Information

The optionee may be required to report to SAFE all details of his or her foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents. Under these rules, the optionee may be subject to reporting obligations for the Options, shares of Stock acquired under the Plan, the receipt of any dividends and the sale of shares.

EGYPT
Notifications
Exchange Control Information
If the optionee transfers funds into or out of Egypt in connection with the Options, the optionee is required to transfer the funds through a registered bank in Egypt.

FRANCE

Terms and Conditions

Option Not Intended to be Tax-Qualified

The Option is not intended to be tax-qualified under French tax laws including, without limitation, under Articles L. 225-197-1 to L. 225-197-6 or Articles L. 225-177 to L. 225-185 of the French Commercial Code.

Language Consent
By accepting the Option, the optionee confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language. The optionee accepts the terms of those documents accordingly. The optionee confirms that the optionee has a good knowledge of the English language.
En acceptant l’Option, le Titulare de l’Option confirme avoir lu et compris les documents relatifs à cette Option (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Titulare de l’Option accepte les termes dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire de l'Option a une bonne maîtrise de la langue anglaise
Notifications

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.
Foreign Asset/Account Information
The optionee may hold shares of KO Stock acquired upon exercise of the Option, any proceeds resulting from the sale of shares of KO Stock or any dividends paid on such shares of Stock outside of France, provided the optionee declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with his or her annual income tax return. Failure to complete this reporting may trigger penalties for the optionee.

GERMANY

Notifications

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Germany.

Exchange Control Information

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ). In the event that the optionee makes or receives a payment in excess of this amount, he or she is required to report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“ Allgemeines Meldeportal Statistik ”) available via Bundesbank’s website (www.bundesbank.de).

GREECE

Notifications

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Greece.

Exchange Control Information

If the optionee pays the exercise price of the Option with funds held in Greece, the optionee will need to complete an application form in order to remit such funds out of Greece. The form will be provided to the optionee by the foreign exchange bank handling the transaction.

HONG KONG

Terms and Conditions

Securities Law Notice
WARNING: The Option and the shares of KO Stock covered by the Option do not constitute a public offering of securities under Hong Kong law and are available only to employees of KO or its Affiliates participating in the Plan. The optionee should be aware that the contents of the Agreement have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Option is intended only for the personal use of each optionee and may not be distributed to any other person. The optionee is advised to exercise caution in relation to the offer. If the optionee is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the optionee should obtain independent professional advice.

Sale of Shares

Any shares of KO Stock received at exercise are accepted as a personal investment. In the event that any portion of this Option vests within six months of the grant date, the optionee agrees that he or she will not offer to the public or otherwise dispose of the shares of KO Stock acquired prior to the six-month anniversary of the grant date.

Notifications

Occupational Retirement Schemes Ordinance Alert

KO specifically intends that neither the Option nor the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”).

INDIA

Terms and Conditions

Manner of Exercising Option

The following provision supplements Section 3 of the Agreement:

Notwithstanding anything to the contrary in the Plan and/or the Agreement, due to legal restrictions in India, the optionee will not be permitted to pay the option price through any form of payment whereby some , but not all, of the shares of KO Stock purchased upon exercise of the Option are sold to pay the option price.  However, the optionee will be permitted to pay the option price through any other form of payment set forth in the Agreement, including cash exercise and cashless sell-all exercise.  Further, KO reserves the right to allow additional forms of payment depending on the development of local law.

Notifications

Exchange Control Information

If the optionee remits funds outside of India to purchase shares of KO Stock, it is his or her responsibility to comply with the exchange control laws in India. Also, the optionee must repatriate to India all funds resulting from the sale of shares of KO Stock within 90 days and all proceeds from the receipt of any dividends within 180 days. The optionee will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The optionee should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset/Account Reporting Information

The optionee is required to declare in his or her annual tax return his or her foreign financial assets (including shares of KO Stock) and any foreign bank accounts. The optionee understands that it is the optionee’s responsibility to comply with this reporting obligation and is advised to confer with a personal tax advisor in this regard. 

IRELAND

Notifications

Director Notification Requirement

If the optionee is a director, shadow director or secretary of an Irish Affiliate, the optionee is required to notify such Irish Affiliate in writing within five business days of (i) receiving or disposing of an interest in KO ( e.g. , Options, shares of KO Stock, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director, shadow director or secretary of an Irish Affiliate if such an interest exists at the time.  This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary, as the case may be).

Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Ireland.
ITALY

Terms and Conditions

Form of Option Price Payment Limited

In accordance with Section 3 of the Agreement, unless otherwise determined by KO and informed to optionee, payment of the option prices shall be limited to cashless exercise in a form and manner authorized by KO. For clarity, the optionee shall not be entitled to pay the option price in cash and, accordingly, no funds will be transferred out of Italy in connection with the exercise of the Option.

Data Privacy

The following provision replaces Section 10 of the Agreement:

The optionee understands that KO, the Employer and any other Affiliate may hold certain personal information about him or her, including, but not limited to, the optionee’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any shares of KO Stock or directorships held in KO or any Affiliate, details of all Options, or any other entitlement to shares of KO Stock awarded, cancelled, exercised, vested, unvested or outstanding in the optionee’s favor (“Data”), for the exclusive purpose of implementing, managing and administering the Plan. The optionee is aware that providing KO with Data is necessary for the performance of the Plan and that his or her refusal to provide such Data would make it impossible for KO to perform its contractual obligations and may affect the optionee’s ability to participate in the Plan.

The Controller of personal data processing is The Coca-Cola Company with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Coca-Cola Italia S.r.l., Edison Park Center, Viale Tommaso Edison 110, 20099 Sesto San Giovanni, Milan, Italy.

The optionee understands that Data may be transferred to KO or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to its designated broker or other third party with whom shares of KO Stock acquired under the Plan or cash from the sale of such shares of KO Stock may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy.

The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the optionee’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The optionee understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The optionee understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the optionee’s participation in the Plan. The optionee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the optionee is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the optionee’s local human resources representative.

Plan Document Acknowledgment

In accepting the grant of the Option, the optionee acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.

The optionee acknowledges that he or she has read and specifically and expressly approves the following sections of the Agreement: Section 1. When Options can be exercised; Section 3(c). Pay applicable Tax-Related Items withholding; Section 5. Options are not transferable; Section 11. Nature of Grant; Section 13. Governing Law and Venue; Section 14. Electronic Delivery and Acceptance; Section 17. Appendix; Section 18. Imposition of Other Requirements; and the Data Privacy section above.

Notifications

Foreign Asset/Account Reporting Information

If the optionee is an Italian resident who, at any time during the fiscal year, holds foreign financial assets (including cash and shares of KO Stock) which may generate taxable income in Italy, the optionee is required to report these assets on his or her annual tax return for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations also apply if the optionee is the beneficial owner of foreign financial assets under Italian money laundering provisions.
Securities Disclaimer
The grant of the Options is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Italy.
JAPAN

Notifications

Exchange Control Information

If the optionee remits more than ¥30 million for the purchase of shares of KO Stock in a single transaction, the optionee must file a Payment Report with the Ministry of Finance (through the Bank of Japan or the bank carrying out the transaction). The precise reporting requirements vary depending on whether the relevant payment is made through a bank in Japan. If the optionee intends to acquire shares of Common Stock whose value exceeds ¥100 million in a single transaction, the optionee must also file a Report Concerning Acquisition of Shares (“Securities Acquisition Report”) with the Ministry of Finance through the Bank of Japan within 20 days of acquiring the shares. The forms to make these reports can be acquired from the Bank of Japan.

Foreign Asset/Account Reporting Information

Japanese residents holding assets outside of Japan with a total net fair market value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. The optionee is advised to consult with a personal tax advisor to ensure that he or she is properly complying with applicable reporting requirements.

MEXICO

Terms and Conditions

Labor Law Acknowledgment
These provisions supplement Section 11 of the Agreement:
Modification. By accepting the Option, the optionee understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of the optionee’s employment.
Policy Statement. The grant of Options made under the Plan is unilateral and discretionary and, therefore, KO reserves the absolute right to amend it and discontinue it at any time without any liability.
KO with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of shares of KO Stock does not, in any way, establish an employment relationship between the optionee and KO since the optionee is participating in the Plan on a wholly commercial basis and the optionee’s sole employer is Servicios Integrados de Administración y Alta Gerencia S. de R.L. de C.V., nor does it establish any rights between the optionee and the Employer.
Plan Document Acknowledgment
By accepting the grant of Options, the optionee acknowledges that the optionee has received copies of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.
In addition, by signing the Agreement, the optionee further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 11 of the Agreement (“Nature of Grant”), in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by KO on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) none of the Affiliates or KO is responsible for any decrease in the value of the shares of KO Stock underlying the Options.
Finally, the optionee hereby declares that the optionee does not reserve any action or right to bring any claim against KO for any compensation or damages as a result of the optionee’s participation in the Plan and therefore grant a full and broad release to the Employer, KO and any Affiliates with respect to any claim that may arise under the Plan.
Spanish Translation

Términos y Condiciones

Reconocimiento de la Ley Laboral aplicable

Los presentes lineamientos reemplazarán a la Cláusula 11 del Contrato.

Modificación. Al aceptar la Opción, el Titular de la Acción reconoce y entiende que cualquier modificación al Plan o al Contrato o su terminación no serán considerados como un cambio o disminución en los términos y condiciones de su relación de trabajo.

Declaración de Política . El otorgamiento de las Opciones realizado conforme al Plan es unilateral y discrecional y, por lo tanto, KO se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier tiempo, sin responsabilidad alguna.

KO, con oficinas registradas ubicadas enOne Coca Cola Plaza, Atlanta Georgia, 30313, EE.UU., es la única responsable de la administración del Plan y de la participación en el mismo, y la adquisición de acciones de capital ed KO no establece de forma alguna una relación de trabajo entre el Titular de la Acción y KO, ya que su participación en el Plan es completamente comercial, y el único empleador del Titular de la Acción es Servicios Integrados de Administración y Alta Gerencia, S. de R.L. de C.V., así como tampoco establece ningún derecho entre el Titular de la Acción y el Patrón.

Reconocimiento del Documento del Plan. Al aceptar el otorgamiento de las Opciones, el Titular de la Acción reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Contrato en su totalidad y que entiende y acepta completamente todas las disposiciones contenidas en el Plan y en el Contrato.

Adicionalmente, al firmar el Contrato, el Titular de la Acción reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en la cláusula 11 del Contrato ("Naturaleza del Otorgamiento") en el cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por KO de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) ninguna de las empresas Afiliadas o KO son responsables por cualquier disminución en el valor de las acciones de capital de KO en relación a las Opciones.

Finalmente, el Titular de la Acción manifiesta que no se reserva ninguna acción o derecho para interponer una demanda en contra de KO por compensación, daño o perjuicio alguno como resultado de la participación del Titular de la Acción en el Plan y, en consecuencia, otorga el más amplio finiquito al Patrón, así como a KO y empresas Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

MOROCCO
Notifications
Exchange Control Information
KO reserves the right to force the immediate sale of any KO Stock to be issued upon exercise and settlement of the Options. If applicable, the optionee agrees that KO is authorized to instruct its designated broker to assist with the mandatory sale of such KO Stock (on the optionee’s behalf pursuant to this authorization) and the optionee expressly authorizes KO’s designated broker to complete the sale of such KO Stock. The optionee acknowledges that KO’s designated broker is under no obligation to arrange for the sale of KO Stock at any particular price. Upon the sale of the KO Stock, KO agrees to pay the optionee the cash proceeds from the sale of the KO Stock, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The optionee acknowledges that he or she is not aware of any material nonpublic information with respect to KO or any securities of KO as of the date of this Agreement.
The optionee is required immediately to repatriate to Morocco the proceeds from the sale of any KO Stock which may be issued to the optionee at exercise and settlement of the Options. Such repatriation of proceeds may need to be effectuated through a special account established by KO, its Subsidiary or Affiliate. By accepting the Options, the optionee consents and agrees that the cash proceeds may be transferred to such special account prior to being delivered to the optionee.
If repatriation of proceeds is not effectuated through a special account, the optionee agrees to maintain his or her own records proving repatriation and to provide copies of these records upon request from KO, its Subsidiary and/or the Office des Changes. The optionee is responsible for ensuring compliance with all exchange control laws in Morocco.
PAKISTAN

Terms and Conditions

Manner of Exercising Option
The following provision supplements Section 3 of the Agreement:
Due to regulatory requirements, the optionee understands that the optionee will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the optionee understands that the optionee needs to instruct the broker to: (i) sell all of the shares of KO Stock issued upon exercise of the Option; (ii) use the proceeds to pay the option price, any applicable Tax‑Related Items and brokerage fees or commissions; and (iii) remit the balance in cash to the optionee. The optionee will not be permitted to hold shares of KO Stock after exercise. Depending on the development of local laws or the optionee’s country of residence, KO reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Tax‑Related Items permitted under the Plan.
Notifications
Exchange Control Information
The optionee is required immediately to repatriate to Pakistan the proceeds from the sale of KO Stock as described above. The optionee should consult his or her personal advisor prior to exercise and settlement of the Options to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. The optionee is responsible for ensuring compliance with all exchange control laws in Pakistan.
PHILIPPINES

Terms and Conditions

Manner of Exercising Option
The following provision supplements Section 3 of the Agreement:
Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, due to regulatory requirements, the optionee understands that the optionee will be restricted to the cashless sell-all method of exercise. To complete a cashless sell-all exercise, the optionee understands that the optionee needs to instruct the broker to: (i) sell all of the shares of KO Stock issued upon exercise of the Option; (ii) use the proceeds to pay the option price, any applicable Tax‑Related Items and brokerage fees or commissions; and (iii) remit the balance in cash to the optionee. The optionee will not be permitted to hold shares of KO Stock after exercise. Depending on the development of local laws, KO reserves the right to modify the methods of exercising the Option and, in its sole discretion, to permit cash exercise, cashless sell-to cover exercise or any other method of exercise and payment of Tax‑Related Items permitted under the Plan.
Notifications

Securities Law Information

The optionee acknowledges that the optionee is permitted to sell shares of KO Stock acquired under the Plan through the broker, provided that such sale takes place outside of the Philippines through the facilities of the New York Stock Exchange on which the shares of KO Stock are listed.
The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission under its Securities Regulation Code (the “SRC”). Any future offer or sale thereof is subject to registration requirements under the SRC unless such offer or sale qualifies as an exempt transaction.

RUSSIA

Terms and Conditions
U.S. Transaction and Sale Restrictions

The optionee understands that acceptance of the grant of the Option results in a contract between the optionee and KO completed in the United States and that the Agreement are governed by the laws of the Commonwealth of Delaware, without regard to choice of law principles thereof. Any shares of KO Stock to be issued upon exercise of the Option shall be delivered to the optionee through a brokerage account in the U.S. The optionee may hold the shares of KO Stock in the brokerage account in the U.S.; however, in no event will shares of KO Stock issued to the optionee under the Plan be delivered to the optionee in Russia. The optionee is not permitted to sell the shares of KO Stock directly to other Russian legal entities or individuals, nor is optionee permitted to bring any certificates representing the KO Stock into Russia (if such certificates are actually issued).
Depending on the development of local regulatory requirements, KO reserves the right to require the immediate sale of any KO Stock to be issued to optionee upon exercise of the Options. By accepting the Options, optionee acknowledges that optionee understands and agree that KO is authorized to, and may, in its sole discretion, instruct its designated broker to assist with the mandatory sale of KO Stock issued to Optionee upon exercise of the Options (on optionee’s behalf pursuant to this authorization) and optionee expressly authorizes KO’s designated broker to complete the sale of such KO Stock. Optionee acknowledges that KO’s designated broker is under no obligation to arrange for the sale of the KO Stock at any particular price. Upon the sale of the shares of KO Stock, optionee will receive the cash proceeds, less any Tax-Related Items and brokerage fees or commissions.

Data Privacy

The following provision replaces Section 10 of the Agreement:

By accepting the Option, the optionee acknowledges that he or she has read, understood and agrees to the terms regarding the collection, processing and transfer of data described in Section 10 of the Agreement. In this regard, upon request of KO or the Employer, the optionee agrees to provide an executed data privacy consent form or any similar agreements or consents that KO or the Employer may deem necessary to obtain under the data privacy laws in Russia, either now or in the future. The optionee understands that he or she will not be able to participate in the Plan if the optionee fails to execute any such consent or agreement that may be requested.

Notifications

Securities Law Information
The Employer is not in any way involved in the offer of the Option or administration of the Plan. The Agreement, the Plan and all other materials the optionee may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of shares of KO Stock under the Plan has not and will not be registered in Russia and hence the shares of KO Stock described in any Plan-related documents may not be offered or placed in public circulation in Russia.
Please note that, under the Russian law, the optionee is not permitted to sell or otherwise alienate KO’s shares of KO Stock directly to other Russian individuals and the optionee is not permitted to bring share certificates into Russia.
Exchange Control Information
The optionee is responsible for complying with all currency control laws and regulations in Russia that may apply to participation in the Plan. Within a reasonably short time after the receipt of any funds resulting from the Option ( e.g ., sale proceeds, dividends, etc.), the funds must be repatriated to Russia and credited to a Russian resident optionee through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Effective August 2, 2014, dividends do not need to be remitted to a Russian resident optionee’s bank account in Russia but instead can be remitted directly to a foreign individual bank account (in Organisation for Economic Cooperation and Development (“OECD”) and Financial Action Task Force (“FATF”) countries). The optionee should consult his or her personal advisor before remitting any funds into Russia, as exchange control requirements are subject to change at any time, often without notice.
Labor Law Information
If the optionee continues to hold KO Stock acquired at exercise of the Option after an involuntary termination of employment, he or she may not be eligible to receive unemployment benefits in Russia.

SINGAPORE

Notifications

Securities Law Information

The Option is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The optionee should note that the Option is subject to section 257 of the SFA and the optionee should not make any subsequent sale of the shares of KO Stock in Singapore or any offer of such subsequent sale of the shares of KO Stock in Singapore, unless such sale or offer is made (1) after 6 months from the grant of the Option to the optionee or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification

If the optionee is a Chief Executive Officer (“CEO”) or a director, associate director or shadow director of KO’s Singapore Affiliate, the optionee is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify KO’s Singapore Affiliate in writing when the optionee receives an interest ( e.g. , Options or shares of KO Stock) in KO or any Affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest ( e.g. , when the shares of KO Stock are sold), or (iii) becoming a CEO, director, associate director or shadow director.

SOUTH AFRICA

Terms and Conditions

Tax Acknowledgment

By accepting the Option, the optionee agrees to notify the Employer of the amount of any gain realized upon exercise of the Option. If the optionee fails to advise the Employer of the gain realized upon exercise, the optionee may be liable for a fine. The optionee will be responsible for paying any difference between the actual tax liability and the amount withheld.

You are advised to carefully read the materials provided before making a decision whether to participate in the Plan. In addition, you are advised to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

Notifications

Securities Law Notice

In compliance with South African securities laws, the optionee is hereby notified that the following documents are available for review on the Company’s “Investor Relations” website at http://www.coca-colacompany.com/investors : Annual Reports, Quarterly Reports, Earnings Releases and Proxy Statements.

A copy of the above documents will be sent to you free of charge on written request to Investor Relations at the Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia 30313, USA.
Exchange Control Information
If the optionee uses cash to exercise the Option and purchase shares of KO Stock, rather than a cashless exercise method, the optionee must first obtain a “Tax Clearance Certificate (in Respect of Foreign Investment)” from the South African Reserve Service (“SARS”). The optionee must also complete a transfer of funds application form to transfer the funds. The Tax Clearance Certificate should be presented to a dealer of the Exchange Control Department of the South Africa Reserve Bank (it is likely that the optionee’s bank will qualify as such a dealer), together with a completed application form to transfer funds. No transfer of funds may be completed unless the original Tax Clearance Certificate bears the official stamp and signature of the Office of Receiver of Revenue of the SARS. The optionee must renew this Tax Clearance Certificate each twelve (12) months or in such other period as may be required by the SARS. 

If the optionee exercises the Option by a cashless exercise whereby no funds are remitted offshore for the purchase of shares of KO Stock, he or she is not required to obtain a Tax Clearance Certificate.
Further, South African residents may be required to obtain approval from the South African Reserve Bank for payments (including payment of the proceeds from the sale of shares of KO Stock) that he or she receives into accounts held outside of South Africa ( e.g. , a U.S. brokerage account). The optionee should consult his or her personal advisor to ensure compliance with current exchange control regulations.

SPAIN

Terms and Conditions

Labor Law Acknowledgment

The following provision supplements Section 11 of the Agreement:
In accepting the Option, the optionee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.
The optionee understands and agrees that KO has unilaterally, gratuitously and discretionally decided to grant the Option under the Plan to individuals who may be employees of KO and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind KO or any Affiliates, over and above the specific terms of the Plan. Consequently, the optionee understands that the Option is granted on the assumption and condition that the Option and any shares of KO Stock issued upon exercise of the Option are not part of any employment contract (either with KO or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the optionee understands that the Option would not be granted to the optionee but for the assumptions and conditions referred to herein; thus, the optionee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Option and any right to the Option shall be null and void.
Further, the vesting of the Option is expressly conditioned on the optionee’s continued employment, such that upon termination of employment, the Option may cease vesting immediately, effective on the date of the optionee’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the optionee understands and agrees that any non-vested Options as of the date the optionee is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying shares of KO Stock or to any amount of indemnification in the event of termination of the optionee’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.
Notifications

Securities Law Information
Securities Disclaimer
The grant of the Option is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain. The grant of the Option and the shares of KO Stock issued pursuant to the exercise of the Option are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities. Neither the Plan nor the Agreement have been registered with the Comisión National del Mercado de Valores and do not constitute a public offering prospectus.
Exchange Control Information
The acquisition, ownership and disposition of shares of KO Stock and must be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. If the optionee acquires shares of KO Stock through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for the optionee; otherwise, the resident optionee will be required make the declaration by filing the appropriate form with the DGCI. Generally, the declaration must be made in January for shares of KO Stock owned as of December 31 of) the prior year; however, if the value of shares of KO Stock acquired or sold exceeds €1,502,530 (or the optionee holds 10% or more of the capital of KO or such other amount that would entitle the optionee to join KO’s board of directors), the declaration must be filed within one (1) month of the acquisition or sale, as applicable.
Foreign Asset/Account Reporting Information
To the extent the optionee holds rights or assets outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , shares of KO Stock, cash, etc.) as of December 31 each year, such resident will be required to report information on such rights and assets on his or her annual tax return for such year. After such rights and assets are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than €20,000.
Further, the optionee will be required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including shares of KO Stock acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.
Further, the optionee is required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including shares of KO Stock acquired under the Plan), and any transactions with non-Spanish residents (including any payments of cash or shares of KO Stock made to the optionee under the Plan) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the relevant year, exceed €1,000,000.
THAILAND
Notifications

Exchange Control Information

Thai resident optionees may remit funds out of Thailand up to US$1,000,000 per year to purchase shares of KO Stock (and otherwise invest in securities abroad) by submitting an application to an authorized agent ( i.e ., a commercial bank authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency). The application includes the Foreign Exchange Transaction Form, a letter describing the Option, a copy of the Plan and related documents, and evidence showing the nexus between KO and the Employer.

If the optionee exercises his or her Option using a cashless method of exercise, the optionee will not need to make submit an application to a commercial bank.

If the proceeds from the sale of shares of KO Stock or the receipt of dividends are equal to or greater than US$50,000 or more in a single transaction, Thai resident optionees must repatriate the proceeds to Thailand immediately upon receipt and convert the funds to Thai Baht or deposit the proceeds in a foreign currency deposit account maintained by a bank in Thailand within 360 days of remitting the proceeds to Thailand. In addition, Thai resident optionees must report the inward remittance to the Bank of Thailand on a foreign exchange transaction form.

Because exchange control regulations change frequently and without notice, the optionee should consult his or her personal advisor before exercising his or her Option or selling shares of KO Stock to ensure compliance with current regulations. It is the optionee’s sole responsibility to comply with exchange control laws in Thailand.

SWITZERLAND
Notifications
Securities Law Notification
The grant of the Options is considered a private offering and therefore is not subject to securities registration in Switzerland.

TURKEY

Notifications

Securities Law Information

Under Turkish law, the optionee is not permitted to sell shares of KO Stock acquired under the Plan in Turkey. The optionee must sell the shares of KO Stock acquired under the Plan outside of Turkey. The shares of KO Stock are currently traded on the New York Stock Exchange in the United States under the ticker symbol “KO” and shares of KO Stock may be sold on this exchange.

Exchange Control Information

Under Turkish exchange control regulations, the optionee may be required to use a financial intermediary institution approved under the Turkish Capital Market Law to acquire or sell shares traded on a foreign market and to report such activity to the Capital Markets Board.  The optionee should consult his or her personal advisor regarding these requirements.

UNITED ARAB EMIRATES

Notifications

Securities Law Information

Participation in the Plan is being offered only to selected optionees and is in the nature of providing equity incentives to optionees in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such optionees and must not be delivered to, or relied on by, any other person. Prospective purchasers of the securities offered, including the optionee, should conduct their own due diligence on the securities. The optionee is encouraged to consult a legal or financial advisor if the optionee does not understand the contents of The Agreement or the Plan or any aspect of the Option.

If the optionee does not understand the contents of the Plan and the Agreement, the optionee should consult an authorized financial adviser. The Emirates Securities and Commodities Authority and the Dubai Financial Services Authority have no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes

The following provisions supplement Section 3 of the Agreement:
If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the optionee to the Employer, effective on the Due Date. The optionee understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the optionee, and KO and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 3 of the Agreement.
Notwithstanding the foregoing, if the optionee is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the optionee will not be eligible for such a loan to cover the uncollected income tax. In the event that the optionee is a director or executive officer and the income tax is not collected from or paid by the optionee by the Due Date, the optionee understands that the amount of any uncollected income tax may constitute a benefit to the optionee on which additional income tax and national insurance contributions (“NICs”) may be payable. The optionee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing KO or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which KO and/or the Employer may recover from the optionee by any of the means referred to in Section 3 of the Agreement.

Notifications
Securities Disclosure
Securities Disclaimer
The grant of the Options is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the UK.
This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Options are exclusively available in the UK to bona fide employees and former employees and any other KO UK Subsidiary.

URUGUAY

Data Privacy

The following provision supplements Section 10 of the Agreement:

The optionee understands that his or her Data will be collected by his or her Employer and will be transferred to KO at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States and/or any financial institutions or brokers involved in the management and administration of the Plan. The optionee further understands that any of these entities may store the optionee’s Data for purposes of administering his or her participation in the Plan.




EXHIBIT 10.3

RESTRICTED STOCK UNIT AGREEMENT
The Coca-Cola Company 2014 Equity Plan

The Coca-Cola Company (the “Company”) hereby agrees to award to the recipient named below (the “Recipient”) restricted stock units over the number of shares of Common Stock, $.25 par value, of the Company (the “Shares”) set forth below as the “Award” in accordance with and subject to the terms, conditions and restrictions of this Restricted Stock Unit Agreement, including any country-specific provisions for the Recipient’s country in Appendix A attached hereto (“Appendix A”, together with the Restricted Stock Unit Agreement, the “Agreement”). The Award shall settle as Shares, but until such settlement, the Award will be denominated in restricted stock units. The Shares awarded will be released to the Recipient on the date set forth below (“Release Date”) if the conditions described in this Agreement are satisfied. Such Award will be made under the terms of The Coca‑Cola Company 2014 Equity Plan (the “Plan”), as amended.

Name of Recipient :      XXXXXXXXXX
Award :             XXXXXX Shares
Award Date :    
Vesting Date :
Release Date :        

TERMS AND CONDITIONS OF THIS AGREEMENT

    
(1)
General Conditions . This Award is in the form of restricted stock units that settle in Shares at the Release Date. If all of the conditions set forth in this Agreement are satisfied, the Shares will be released to the Recipient as soon as administratively possible following the Release Date. If these conditions are not satisfied, the Award shall be forfeited. Capitalized terms in this Agreement refer to defined terms in the Plan, except as otherwise defined herein. Except as provided in Section 3 or in Appendix A, the Shares shall be released on the Release Date only if the Recipient is continuously employed by the Company, or if different, the Recipient’s employer (the “Employer”), or an Affiliate from the Award Date until the Release Date.

(2)
Shares, Dividends and Voting Rights . As soon as administratively practicable following the Release Date, or as otherwise provided in Section 3 below, the number of indicated Shares shall be issued to the Recipient, provided all conditions set forth in Section 1 above are satisfied. Except as provided in Section 3 below, all Awards shall be settled in Shares.
Prior to the Release Date, the Recipient shall have no rights with respect to the Shares, including but not limited to rights to sell, vote, exchange, transfer, pledge, hypothecate or otherwise dispose of the Shares. In addition, prior to the Release Date, the Recipient shall not be entitled to receive dividends, dividend equivalents and shall not have any other rights with respect to the Shares.
(3)     Employment Events .
(a)    Subject to the attached Appendix A, if any of the employment events listed below occur prior to the Release Date, the terms of this subparagraph shall apply. The following table describes the result depending on the reason for the Recipient’s termination of employment, or other employment event, and the timing of the same. In the event of the Recipient’s termination of employment prior to the Release Date for reasons other than those set forth below, the Award shall be forfeited.

   Event 
Impact on Vesting
Impact on Release
Disability
Award continues to vest if employee is still employed.
Award shall be settled in Shares on Release Date.
Employment with the Company or a Subsidiary terminates because of Disability
Award immediately vests.
Shares will be released within 90 days after the date of termination.
Employee is involuntary terminated from the Company or a Subsidiary after attaining age 50 and completing 10 Years of Service because of reduction in workforce, internal reorganization, or job elimination and  employee signs a release of all claims and, if requested, an agreement on confidentiality and competition
Award held at least 12 months continues to vest for four years from termination date in accordance with the original vesting schedule provided in the Agreement. Award held less than 12 months is forfeited.
Award shall be settled in Shares on Release Date. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.
Employment with the Company or a Subsidiary terminates after attaining age 60 and completing 10 Years of Service
Award held at least 12 months becomes immediately vested. Award held less than 12 months is forfeited.
Shares will be released within 90 days after the date of termination. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.
Employment with the Company or an Affiliate terminates because of death
Award immediately vests.
The Recipient’s estate shall be paid a cash amount equal to the value of the Shares. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s death (or in the case of a non trading day, the next trading day) and shall be paid within 90 days after the Recipient’s death.
Employment with the Company or a Subsidiary involuntarily terminates for reason other than for cause within one year after a Change in Control
Award shall be treated as described in the Plan.
Award shall be treated as described in the Plan.
Employment with the Company or a Subsidiary terminates for any other reason
Award is forfeited.
N/A
US military leave
Vesting continues during leave.
Award shall be settled in Shares on Release Date.
Unpaid leave of absence pursuant to published Company policy of 12 months or less
Vesting continues during leave.
Award shall be settled in Shares on Release Date.
Transfer, at Company’s discretion, to an Affiliate that is not a Subsidiary
Vesting continues after move.
Award shall be settled in Shares on Release Date.
Transfer to a Subsidiary
Vesting continues after move.
Award shall be settled in Shares on Release Date.
Recipient’s employer is no longer an Affiliate under the terms of the Plan (this constitutes a termination of employment under the Plan)
Award is forfeited.
N/A
Employment with an Affiliate terminates for any reason
Award is forfeited.
N/A

(b)     “Years of Service” for purposes of this agreement means “Years of Vesting Service” as that term is defined in The Coca-Cola Company Pension Plan, regardless of whether the Recipient is a participant in that plan.
(4)      Acceptance of Agreement . The Recipient shall indicate his or her acceptance of this Agreement, including any Power of Attorney, if requested and in the method directed by the Company.
(5)      Stock Splits and Other Adjustments . In the event that the Company’s shares, as a result of a stock split or stock dividend or combination of shares or any other change or exchange for other securities, by reclassification, reorganization or otherwise, are increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another corporation, the number of Shares to be awarded under this Agreement shall be adjusted to reflect such change in such manner as the Board of Directors of the Company or the Compensation Committee may deem appropriate. If any such adjustment shall result in a fractional share, such fraction shall be disregarded.

(6)     Notices . Each notice relating to this Award shall be in writing. All notices to the Company shall be addressed to the Secretary, The Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia 30313. All notices to the Recipient shall be addressed to the address of the Recipient on file with the Company, the Employer, and/or the Company’s plan broker, Merrill, Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”). Either the Company or the Recipient may designate a different address by written notice to the other. Written notice to said addresses shall be effective to bind the Company, the Recipient and the Recipient's representatives and beneficiaries.
(7)     Responsibility for Taxes .
(a)      Irrespective of any action taken by the Company or the Employer, the Recipient hereby acknowledges and agrees that the ultimate liability for all income tax, social insurance, National Insurance Contributions, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Recipient’s participation in the Plan and legally applicable to the Recipient (“Tax-Related Items”), is and remains the responsibility of the Recipient or the Recipient’s estate (as applicable) and may exceed the amount actually withheld by the Company or the Employer. The Recipient acknowledges and understands that the requirements with respect to the Tax-Related Items may change from time to time as applicable laws or interpretations change.
(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Recipient agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Recipient authorizes the Company, the Employer, and their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items withholding obligations by one or a combination of the following:

(1)
withholding from the Recipient’s wages or other cash compensation paid to the Recipient by the Company and/or the Employer, or any other payment of any kind otherwise due to the Recipient by the Company and/or the Employer; or
(2)
withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the Award, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Recipient’s behalf pursuant to this authorization without further consent); or
(3)
retention of or withholding in Shares to be issued upon vesting/settlement of the Award.
(c)        If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Recipient is deemed to have been issued the full number of Shares subject to the Award, notwithstanding that a number of the Shares are retained solely for the purpose of paying the Tax-Related Items.
(d)    In addition, the Recipient shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Recipient’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Recipient fails to comply with the Recipient’s obligations in connection with the Tax-Related Items.
(e)    The Recipient further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including, but not limited to, the grant, vesting, settlement or release of the Award, the issuance of Shares upon settlement or release of the Award, the subsequent sale of Shares acquired pursuant to such settlement or release and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Recipient’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Recipient is subject to tax in more than one jurisdiction, the Recipient acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. For Recipients who are International Service Associates or covered by another international service policy, all Tax-Related Items remain the Recipient’s responsibility, except as expressly provided in the Company’s International Service Policy and/or Tax Equalization Policy.
(8)     Compensation Committee . The Recipient hereby agrees that (a) any change, interpretation, determination or modification of this Agreement by the Compensation Committee shall be final and conclusive for all purposes and on all persons including the Company and the Recipient; provided, however, that with respect to any amendment or modification of the Plan which affects the Award of Shares made hereby, the Compensation Committee shall have determined that such amendment or modification is in the best interests of the Recipient of such Award; and (b) this Agreement and the Award shall not affect in any way the right of the Company or the Employer to terminate or change the employment of the Recipient.

(9)      Prohibited Activities . In the event Recipient engages in a “Prohibited Activity” (as defined below), at any time during the term of this Agreement, or within one year after termination of the Recipient’s employment from the Company and/or the Employer, or within one year after the Release Date, whichever occurs latest, the Award shall be forfeited and, if applicable, any payment associated with the Award shall be forfeited and repaid to the Company.
Prohibited Activities are:
(a) Non-Disparagement – making any statement, written or verbal, in any forum or media, or taking any action in disparagement of the Company, the Employer and/or any Affiliate thereof, including but not limited to negative references to the Company or its products, services, corporate policies, or current or former officers or employees, customers, suppliers, or business partners or associates;
(b) No Publicity – publishing any opinion, fact, or material, delivering any lecture or address, participating in the making of any film, radio broadcast or television transmission, or communicating with any representative of the media relating to confidential matters regarding the business or affairs of the Company, the Employer and/or any Affiliate which the Recipient was involved with during the Recipient’s employment;
(c) Non-Disclosure of Trade Secrets – failure to hold in confidence all Trade Secrets of the Company, the Employer and/or any Affiliate that came into the Recipient’s knowledge during the Recipient’s employment by the Company, the Employer or any Affiliate, or disclosing, publishing, or making use of at any time such Trade Secrets, where the term "Trade Secret" means any technical or non-technical data, formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan, list of actual or potential customers or suppliers or other information similar to any of the foregoing, which (i) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy;
(d) Non-Disclosure of Confidential Information – failure to hold in confidence all Confidential Information of the Company, the Employer and/or any Affiliate that came into the Recipient’s knowledge during the Recipient’s employment by the Company, the Employer or any Affiliate, or disclosing, publishing, or making use of such Confidential Information, where the term "Confidential Information" means any data or information, other than Trade Secrets, that is valuable to the Company and not generally known to the public or to competitors of the Company;

(e) Return of Materials – failure of the Recipient, in the event of the Recipient’s termination of employment for any reason, promptly to deliver to the Company all memoranda, notes, records, manuals or other documents, including all copies of such materials and all documentation prepared or produced in connection therewith, containing Trade Secrets or Confidential Information regarding the Company's business, whether made or compiled by Recipient or furnished to the Recipient by virtue of the Recipient’s employment with the Company, the Employer or any Affiliate, or failure promptly to deliver to the Company all vehicles, computers, credit cards, telephones, handheld electronic devices, office equipment, and other property furnished to the Recipient by virtue of the Recipient’s employment with the Company, the Employer or any Affiliate;
(f) Non-Compete – rendering services for any organization which, or engaging directly or indirectly in any business which, in the sole judgment of the Compensation Committee or the Chief Executive Officer of the Company or any senior officer designated by the Compensation Committee, is or becomes competitive with the Company;
(g) Non-Solicitation – soliciting or attempting to solicit for employment for or on behalf of any corporation, partnership, or other business entity any employee of the Company with whom Recipient had professional interaction during the last twelve months of the Recipient’s employment with the Company, the Employer or any Affiliate; or
(h) Violation of Company Policies – violating any written policies of the Company or the Employer applicable to Recipient, including without limitation the Company’s insider trading policy.
(10)     Modification of Agreement . If any of the terms of this Agreement may in the opinion of the Company conflict or be inconsistent with any applicable law or regulation of any governmental agency having jurisdiction, the Company reserves the right to modify this Agreement to be consistent with applicable laws or regulations.
(11)     Data Privacy . The Recipient hereby explicitly and unambiguously (i) acknowledges and (ii) to the extent required under applicable law, consents to, the collection, retention, use and transfer, in electronic or other form, of the Recipient’s personal data as described in and necessary to perform this Agreement and any other Award grant materials by, and among, as applicable, the Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Recipient’s participation in the Plan.

The Recipient understands that to the extent not prohibited under applicable law, the Company and the Employer may hold certain personal information about the Recipient, including, but not limited to, the Recipient’s name, home address, and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Awards or any other entitlement to shares of stock awarded, canceled, vested, unvested or outstanding in the Recipient’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. Certain Data may also constitute “sensitive personal data” within the meaning of applicable law. Such Data includes, but is not limited to, the information provided above and any changes thereto and other required personal and financial data about the Recipient. The Recipient hereby (i) acknowledges and (ii) to the extent required under applicable law, provides explicit consent to, the processing of any such Data by KO, the Employer and any Affiliate.
The Recipient understands that Data will be transferred to Merrill Lynch or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Recipient understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country (e.g., the United States) may have data privacy laws and protections that are not considered adequate in the Recipient’s country. The Recipient understands that if the Recipient resides outside the United States, the Recipient may request in those countries where required to be disclosed under applicable law, a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Recipient (i) acknowledges and (ii) to the extent required under applicable law, authorizes the receipt, possession, use, retention and transfer of the Data, in electronic or other form, by the Employer, the Company and its Affiliates, Merrill Lynch and any other possible recipients which may assist the Company or Merrill Lynch (presently or in the future) with implementing, administering and managing the Plan, for the sole purposes of such implementation, administration and management. The Recipient understands that Data will be held only as long as is necessary to implement, administer and manage the Recipient’s participation in the Plan. The Recipient understands that if the Recipient resides outside the United States, the Recipient may, if required by applicable law, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, insofar as such consents are required under applicable law, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Recipient acknowledges that if the Recipient is providing consent(s) herein, s/he is doing so on a purely voluntary basis. Insofar as any consent is required under applicable law, and the Recipient either does not consent or later seeks to revoke his or her consent, the Recipient’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing his or her consent is that the Company will not be able to grant Recipient Awards or other equity awards or administer or maintain such awards. Therefore, the Recipient understands that refusing or withdrawing his or her consent (insofar as consent is required under applicable law) may affect the Recipient’s ability to participate in the Plan. For more information on the consequences of his or her refusal to consent or withdrawal of consent in the event that consent is required under applicable law, the Recipient understands that he or she may contact the local human resources representative.
(12)      Nature of Award . In accepting the Award, the Recipient acknowledges, understands and agrees that:
(a)    the Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, modify, suspend, cancel or terminate it at any time, to the extent permitted under the Plan;
(b)    this Award and any other awards under the Plan are voluntary and occasional and do not create any contractual or other right to receive future awards or benefits in lieu of any awards, even if similar awards have been granted repeatedly in the past;
(c)    all determinations with respect to any future awards, including, but not limited to, the times when awards are made, the number of Shares, and other conditions attached to the awards, will be at the sole discretion of the Company and/or the Compensation Committee;
(d)    participation in this Plan or program is voluntary;
(e)    this Award and the underlying Shares, and any income derived therefrom are not paid in lieu of and are not intended to replace any pension rights or compensation and not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, dismissal, end of service payments, bonuses, long-service awards, life or accident insurance benefits, pension or retirement or welfare benefits or similar payments;
(f)    for purposes of the Award, the Recipient’s employment or service relationship will be considered terminated as of the date the Recipient is no longer actively providing services to the Company or any Affiliate (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Recipient is employed or the terms of the Recipient’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Recipient’s right to vest in the Award under the Plan, if any, will terminate as of such date and will not be extended by any notice period ( e.g. , the Recipient’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Recipient is employed or the terms of the Recipient’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Recipient is no longer actively providing services for purposes of the Award (including whether the Recipient may still be considered to be providing services while on a leave of absence);
(g)    the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;
(h)    no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from the termination of the Recipient’s employment or other service relationship (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Recipient is employed or the terms of the Recipient’s employment agreement, if any), and in consideration of the grant of the Award to which the Recipient is otherwise not entitled, the Recipient irrevocably agrees never to institute any claim against the Company, the Employer or any Affiliate; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Recipient shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and
(i)    the Award and the Recipient’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, the Employer or any Affiliate and shall not interfere with the ability of the Company, the Employer or any Affiliate, as applicable, to terminate the Recipient’s employment or service relationship (if any); and
(j)    if the Recipient is providing services outside the United States, the Recipient acknowledges and agrees that neither the Company, the Employer nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States Dollar that may affect the value of the Award or of any amounts due to the Recipient pursuant to the settlement of the Award or the subsequent sale of any Shares acquired upon settlement.
(13)     No Advice Regarding Grant . The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Recipient’s participation in the Plan, or the Recipient’s acquisition or sale of the underlying Shares. The Recipient is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
(14)     Entire Agreement; Severability . The Plan and this Agreement set forth the entire understanding between the Recipient, the Employer, the Company, and any Affiliate regarding the acquisition of the Shares and supersedes all prior oral and written agreements pertaining to this Award. If all or any part or application of the provisions of this Agreement are held or determined to be invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction in an action between Recipient and the Company, each and all of the other provisions of this Agreement shall remain in full force and effect.
(15)     Governing Law and Venue . This Award and this Agreement has been made in and shall be governed by, construed under and in accordance with the laws of the State of Delaware, United States of America, without regard to the conflict of law provisions, as provided in the Plan. Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning or arising from the relationship between the parties evidenced by the Award or this Agreement, shall be brought and heard exclusively in the United States District Court for the District of Delaware or the Delaware Superior Court, New Castle County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any legal or equitable proceedings related to, concerning or arising from such dispute which is brought in such courts is improper or that such proceedings have been brought in an inconvenient forum.
(16)      Compliance with Law . Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Award prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Recipient understands that the Company is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, the Recipient agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Recipient’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.
(17)      Language . If the Recipient has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
(18)      Electronic Delivery and Acceptance . The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Recipient hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company and that such online or electronic participation shall have the same force and effect as documentation executed in written form.
(19)      Appendix A . The Award shall be subject to any special terms and conditions for the Recipient’s country set forth in Appendix A. Moreover, if the Recipient relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Recipient, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Agreement.
(20)     Imposition of Other Requirements . The Company reserves the right to impose other requirements on the Recipient’s participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Recipient to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
(21)     Waiver . The Recipient acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Recipient or any other Recipient.
(22)     Insider Trading Restrictions/Market Abuse Laws . The Recipient acknowledges that, depending on the Recipient’s country of residence, the Recipient may be subject to insider trading restrictions and/or market abuse laws, which may affect the Recipient’s ability to acquire or sell shares of Common Stock or rights to shares of Common Stock ( e.g. , Awards) under the Plan during such times as the Recipient is considered to have “inside information” regarding the Company (as defined by the laws in the Recipient’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy. The Recipient acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Recipient is advised to speak to his or her personal advisor on this matter.

THE COCA-COLA COMPANY

_______________________________________
Authorized Signature

Using the Merrill Lynch voice response system or other available means, the Recipient must accept the above Award in accordance with and subject to the terms and conditions of this Agreement and the Plan, acknowledge that he or she has read this Agreement and the Plan, and agrees to be bound by this Agreement, the Plan and the actions of the Committee. If he or she does not do so prior to [Date], then the Company may declare the Award null and void at any time. Also, in the unfortunate event that death occurs before this Agreement has been accepted, this Award will be voided, which means the Award will terminate automatically and cannot be transferred to the Recipient's heirs pursuant to the Recipient's will or the laws of descent and distribution.

Power of Attorney

This Power of Attorney shall not apply if the Recipient becomes an Executive Officer or a Reporting Officer under Section 16 of the Securities Exchange Act of 1934.

The Recipient, by electing to participate in the Plan and accepting the Agreement, does hereby appoint as attorney-in-fact, the Company, through its duly appointed representative, as the Recipient’s true and lawful representative, with full power and authority to do the following:

(i)        
To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) sell on the Recipient’s behalf a set percentage of the Shares the Recipient receives at vesting as may be needed to cover Tax-Related Items due at vesting;
(ii)      
To direct, instruct, authorize and prepare and execute any document necessary to have the Company and/or Merrill Lynch (or any successor broker designated by the Company) use the Recipient’s bank and/or brokerage account information and any other information as required to effectuate the sale of Shares the Recipient receives at vesting as may be needed to cover Tax-Related Items due at vesting; 
(iii)      
To take any additional action that may be necessary or appropriate for implementation of the Plan with any competent taxing authority; and
(iv)      
To constitute and appoint, in the Recipient’s place and stead, and as the Recipient’s substitute, one representative or more, with power of revocation.

The authority set forth herein to sell Shares shall not be valid if the Recipient or the Company notifies Merrill Lynch that the Recipient is unable to trade in Company securities due to trading restrictions pursuant to the Company’s Insider Trading Policy or applicable securities laws.  The Recipient hereby ratifies and confirms as his or her own act and deed all that such representative may do or cause to be done by virtue of this instrument.

APPENDIX A

THE COCA-COLA COMPANY
2014 EQUITY PLAN
RESTRICTED STOCK UNIT AGREEMENT

Terms and Conditions
This Appendix includes additional terms and conditions that govern the Award granted to the Recipient under the Plan if the Recipient works in one of the countries listed below. If the Recipient is a citizen or resident of a country other than the one in which the Recipient is currently working, is considered a resident of another country for local law purposes or if the Recipient transfers employment and/or residency between countries after the Award Date, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Recipient.
Certain capitalized terms used but not defined in this Appendix have the same meanings set forth in the Plan and/or the Agreement, as applicable.
Notifications
This Appendix also includes information regarding securities, exchange control and certain other tax or legal issues of which the Recipient should be aware with respect to the Recipient's participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of January 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Recipient not rely on the information in this Appendix as the only source of information relating to the consequences of the Recipient's participation in the Plan because the information may be out of date when the Award vests, Shares are issued to the Recipient and/or the Recipient sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Recipient's particular situation and the Company is not in a position to assure the Recipient of a particular result. Accordingly, the Recipient is advised to seek appropriate professional advice as to how the relevant laws in the Recipient's country may apply to his or her situation. Furthermore, additional privacy laws may apply in the Recipient’s country.
Finally, if the Recipient is a citizen or resident of a country other than the one in which the Recipient is currently working, is considered a resident of another country for local law purposes or if the Recipient transfers employment and/or residency between countries after the Award Date, the information contained herein may not be applicable to the Recipient in the same manner.
ARGENTINA
Notifications

Securities Law Information

The Recipient understands that neither the Awards nor the Shares underlying the Awards are publicly offered or listed on any stock exchange in Argentina. Therefore the offer of the Awards does not constitute a public offering as defined under Argentine law. The offer is private and not subject to the supervision of any Argentine governmental authority.
Exchange Control Information
If the Recipient transfers proceeds from the sale of Shares and any cash dividends into Argentina, the Recipient may be subject to certain restrictions. If the transfer of funds received in connection with the Award into Argentina is made within 10 days of receipt, 30% of the amount transferred into Argentina may be subject to mandatory deposit in a non-interest bearing account for a holding period of 365 days. The Argentine bank handling the transaction may request certain documentation in connection with the request to transfer sale proceeds into Argentina ( e.g. , evidence of the sale, proof of the source of the funds used to purchase the Shares, etc.). If the bank determines that the 10-day rule or any other rule or regulation promulgated by the Argentine Central Bank has not been satisfied, it will require that 30% of the proceeds be placed in a non-interest bearing deposit account for a holding period of 365 days.

The Recipient is solely responsible for complying with the exchange control rules that may apply to the Recipient in connection with his or her participation in the Plan and/or transfer of proceeds from the sale of Shares or receipt of dividends acquired under the Plan into Argentina. Prior to transferring funds into Argentina, the Recipient should consult his or her local bank and/or exchange control advisor to confirm what will be required by the bank because interpretations of the applicable Central Bank regulations vary by bank and exchange control rules and regulations are subject to change without notice.

Foreign Asset/Account Reporting Information

Argentinian residents must report any Shares acquired under the Plan and held by the resident on December 31 of each year on their annual tax return for that year.
AUSTRALIA
Terms and Conditions

Australian Offer Document
The offer of the Award is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Offer Document for the offer of the Award to Australian resident employees, which will be provided to the Recipient with the Agreement.

Notifications

Securities Law Information

The Recipient understands that if he or she acquires Shares upon vesting/settlement of the Award and subsequently offers such Shares for sale to a person or entity resident in Australia, such an offer may be subject to disclosure requirements under Australian law. The Recipient should obtain legal advice regarding applicable disclosure requirements prior to making any such offer.

Exchange Control Information

Australian residents must report inbound and/or outbound cash transactions exceeding A$10,000 and inbound and/or outbound international fund transfers of any value if the transfers do not involve an Australian bank.
AUSTRIA
Notifications

Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Austria.
Consumer Protection Information

The Recipient may be entitled to revoke the Agreement on the basis of the Austrian Consumer Protection Act (the “Act”) under the conditions listed below, if the Act is considered to be applicable to the Agreement and the Plan:
(i)
The revocation must be made within one week after the acceptance of the Agreement.
(ii)
The revocation must be in written form to be valid. It is sufficient if the Recipient returns the Agreement to the Company or the Company’s representative with language that can be understood as the Recipient’s refusal to conclude or honor the Agreement, provided the revocation is sent within the period discussed above.
Exchange Control Information
If the Recipient holds securities (including Shares acquired under the Plan) or cash (including proceeds from the sale of Shares and any cash dividends) outside of Austria (even if the Recipient holds them outside of Austria at a branch of an Austrian bank), the Recipient may be required to report certain information to the Austrian National Bank if certain thresholds are exceeded.
Specifically, if the Recipient is an Austrian resident and holds securities outside of Austria, reporting requirements will apply if the value of such securities meets or exceeds (i) €30,000,000 as of the end of any calendar quarter, or (ii) €5,000,000 as of December 31. Further, if the Recipient holds cash in accounts outside of Austria (including proceeds from the sale of shares and any cash dividends), monthly reporting requirements will apply if the aggregate transaction volume of such cash accounts meets or exceeds €3,000,000 including the transactions and balances of all such cash accounts.
BELGIUM
Notifications

Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Belgium.
Foreign Asset/Account Reporting Information

The Recipient is required to report any taxable income attributable to the Award on his or her annual tax return. Additionally, Belgian residents are required to report any security or bank accounts (including brokerage accounts) maintained outside of Belgium on their annual tax return. In a separate report, they will be required to provide the National Bank of Belgium with certain details regarding such foreign accounts.
BRAZIL
Terms and Conditions

Nature of Grant

The following provision supplements Section 12 of the Agreement:

The Recipient agrees that (i) he or she is making an investment decision, (ii) the Shares will be issued to him or her only if the vesting conditions are met and any necessary services are rendered by the Recipient over the vesting period, and (iii) the value of the underlying Shares is not fixed and may increase or decrease in value over the vesting period without compensation to the Recipient.

Compliance with Law
By accepting the Award, the Recipient acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting/settlement of the Award and issuance and/or sale of Shares acquired under the Plan and the receipt of any dividends.

Notifications
Foreign Asset/Account Reporting Information
If the Recipient is resident or domiciled in Brazil, the Recipient will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than US$100,000 as of December 31. Assets and rights that must be reported include Shares acquired under the Plan.
CANADA
Terms and Conditions

Termination of Employment

The following provision supplements Section 12(f) of the Agreement:

In the event of the Recipient’s termination of employment for any reason (whether or not later found invalid or in breach of local employment laws or the terms of the Recipient’s employment agreement, if any), any unvested portion of the Award shall be immediately forfeited without consideration.  For purposes of the preceding sentence, the Recipient’s right to vest in the Award will terminate effective as of the earlier of the following dates: (i) the date on which the Recipient’s employment is terminated; (ii) the date the Recipient receives written notice of termination of employment from the Company or one of the Affiliates; or (iii) the date the Recipient is no longer actively providing services to the Company or one of the Affiliates.  The right to vest in and exercise the Award (as discussed above) will not be extended by any notice period ( e.g. , active service would not include any contractual notice period or any period of “garden leave” or similar period mandated under Canadian laws or the terms of the Recipient’s employment or service agreement, if any). The Committee shall have the exclusive discretion to determine when the Recipient is no longer actively providing services for purposes of the Recipient’s Award (including whether the Recipient may still be considered to be providing services while on a leave of absence).

Data Privacy

The following provision supplements Section 11 of the Agreement:

The Recipient hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Recipient further authorizes the Company, any Affiliates and any stock plan service provider that may be selected by the Company to assist with the Plan to disclose and discuss the Plan with their respective advisors. The Recipient further authorizes the Company and any Affiliates to record such information and to keep such information in the Recipient’s employee file.

Language Consent
The following terms and conditions apply to the Recipients resident in Quebec:

The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices, and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement relatif à la langue utilisée

Les parties reconnaissent avoir exigé que cette convention («Agreement») soit rédigée en anglais, ainsi que tous les documents, avis et procédures judiciaires, éxécutés, donnés ou intentés en vertu de, ou liés directement ou indirectement à la présente.

Notifications

Securities Law Information

The Recipient is permitted to sell Shares acquired through the Plan through the designated broker appointed by the Company, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed ( i.e. , New York Stock Exchange).

Foreign Asset/Account Reporting Information

Canadian residents are required to report any foreign property ( e.g. , Shares acquired under the Plan and possibly unvested Awards) on form T1135 (Foreign Income Verification Statement) if the total cost of their foreign property exceeds C$100,000 at any time in the year, although the reporting requirements have been simplified if the cost is less that C$250,000. It is the Recipient’s responsibility to comply with these reporting obligations, and the Recipient should consult his or her own personal tax advisor in this regard.
CHILE
Notifications

Securities Law Information

Neither the Company nor Shares are registered with the Chilean Registry of Securities or under the control of the Chilean Superintendence of Securities.

Exchange Control Information

It is responsibility of the Recipient to make sure that the Recipient complies with exchange control requirements in Chile when the value of Recipient’s share transaction is in excess of US$10,000.
If the aggregate value of the Shares received under the Award exceeds US$10,000, the Recipient must sign Annex 1 of the Manual of Chapter XII of the Foreign Exchange Regulations and file it directly with the Central Bank within 10 days of the settlement of the Awards.
The Recipient is not required to repatriate funds obtained from the sale of the Shares. However, if the Recipient decides to repatriate such funds, the Recipient must do so through the Formal Exchange Market if the amount of the funds exceeds US$10,000. In such case, the Recipient must report the payment to a commercial bank or registered foreign exchange office receiving the funds.
If Recipient’s aggregate investments held outside of Chile exceeds US$5,000,000 (including the investments made under the Plan), the Recipient must report the investments annually to the Central Bank. Annex 3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.
Please note that exchange control regulations in Chile are subject to change. The Recipient should consult with his or her personal legal advisor regarding any exchange control obligations that the Recipient may have in connection with the Award.
Annual Tax Reporting Obligation

The Chilean Internal Revenue (the “CIRS”) requires all taxpayers to provide information annually regarding: (i) the taxes paid abroad which they will use as a credit against Chilean income taxes, and (ii) the results of foreign investments. These annual reporting obligations must be complied with by submitting a sworn statement setting forth this information before March 15 of each year. The forms to be used to submit the sworn statement are Tax Form 1853 “Annual Sworn Statement Regarding Credits for Taxes Paid Abroad” and Tax Form 1851 “Annual Sworn Statement Regarding Investments Held Abroad.” If the Recipient is not a Chilean citizen and has been a resident in Chile for less than three years, the Recipient is exempt from the requirement to file Tax Form 1853. These statements must be submitted electronically through the CIRS website at http://www.sii.cl.

CHINA

Terms and Conditions

The following provisions govern the Recipient’s participation in the Plan if the Recipient is a national or passport holder of the People’s Republic of China (“PRC”) resident and working in mainland China:

Separation from the Company

Notwithstanding any provisions in the Agreement to the contrary, the following provisions apply in the event of separation from the Company or an Affiliate in China due to Disability and Retirement:

Awards held less than 12 months from the date of Award are forfeited.

For Awards held at least 12 months, the Award will immediately vest and the Recipient shall be paid a cash amount equal to the value of the Shares. The value shall be determined based on the closing price of the Shares on the date of the Recipient’s Disability or Retirement, as applicable, and shall be paid within 90 days of the Recipient’s Disability or Retirement, as applicable.

The following provision of Section 3(a) of the Agreement is replaced with the following:

Employment with the Company or a Subsidiary terminates after attaining age 55 and completing 10 Years of Service (“Retirement”)
Award held at least 12 months becomes immediately vested. Award held less than 12 months is forfeited.
Shares will be released within 90 days after the date of termination. If required by Section 409A of the Internal Revenue Code, Shares may not be released to specified employees until at least six months following termination of employment.

Exchange Control Requirements

By accepting the Award, the Recipient acknowledges that he or she understands and agrees that, due to exchange control requirements in China, the Recipient is not permitted to transfer any Shares acquired under the Plan out of the Recipient’s account established with the Company’s designated broker. In addition, as a condition of participation, the Recipient must execute the Power of Attorney below and agree to certain special terms and conditions as set forth below to comply with exchange control requirements in China and allow the Plan to continue in operation. Any and all Awards granted to the Recipient (including any and all outstanding Awards previously granted, any Shares issued to the Recipient in respect thereof, as well as current and future grants of Awards issued to the Recipient hereafter) are subject to local exchange control requirements, including the following special terms and conditions:

(i) Notwithstanding any terms or conditions of the Plan and the Agreement to the contrary, the Recipient must sell all of the Shares received through the vesting of any Award within six (6) months following the Recipient’s termination of employment for any reason, or within any other timeframe as may be required by the State Administration of Foreign Exchange (“SAFE”), Shanghai branch. In no event shall the Recipient be permitted to hold Shares later than six (6) months following the date of the Recipient’s termination of employment for any reason, and the Company will authorize Merrill Lynch (or any successor broker designated by the Company) to sell the Shares (on the Recipient’s behalf and pursuant to the authorization without further consent) should the Shares remain in the Recipient’s account more than six (6) months following the Recipient’s termination of employment. In addition, upon vesting of the Award, a set percentage of the Shares issued at vesting may need to be sold in order to cover any Tax-Related Items due at vesting.

The Recipient must authorize Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) or any successor broker designated by the Company to sell such Shares as described above (on the Recipient’s behalf and pursuant to this authorization) and provide to the Company and/or Merrill Lynch any documentation or evidence necessary to effect such sale of the Shares. Neither the Company nor Merrill Lynch (or any successor broker designated by the Company) are under any obligation to arrange for such sale of the Shares at any particular price or on any specific date or time. Further, the Company shall have the exclusive discretion to determine when the Recipient is no longer actively providing service for purposes of the Award;

(ii) The Recipient must repatriate the cash proceeds from the sale of the Shares issued upon the vesting of the Award to China. Such repatriation of the cash proceeds may need to be effectuated through a special exchange control account established by the Company, the Employer or any other Affiliate in China, and any proceeds from the sale of any Shares the Recipient acquires may be transferred to such special account prior to being delivered to the Recipient (less any Tax-Related Items and any brokerage fees or commissions);

(iii) The Company will deliver the proceeds of the sale of Shares (less any Tax Related Items and any brokerage fees or commissions) to the Recipient as soon as possible, but there may be delays in distributing the funds to the Recipient due to exchange control requirements in China. Proceeds may be paid to the Recipient in U.S. dollars or local currency at the Company’s discretion. If the proceeds are paid to the Recipient in U.S. dollars, the Recipient will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to the Recipient in local currency, the Company is under no obligation to secure any particular exchange conversion rate and the Company may face delays in converting the proceeds to local currency due to exchange control restrictions. The Recipient acknowledges and agrees that he or she bears the risk of any currency conversion rate fluctuation between the date that the Shares or any dividends paid on the Shares are sold, as applicable, and the date of conversion of the cash proceeds to local currency.

(iv) The Recipient further agree to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Power of Attorney

The Recipient is a PRC national employee working for the Company, the Employer or another Related company in China and, by electing to participate in the Plan and accepting the Agreement (including this Appendix), the Recipient does hereby appoint as attorney-in-fact, the Company, through its duly appointed representative, as the Recipient’s true and lawful representative, with full power and authority to do the following:

(i) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) sell on the Recipient’s behalf a set percentage of the Shares the Recipient receives at vesting as may be needed to cover Tax-Related Items due at vesting;

(ii) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) sell on the Recipient’s behalf any and all Shares the Recipient receives through the vesting of the Recipient’s Award, which are still being held in his or her brokerage account as of the date which is six (6) months following the date of his or her termination of employment;

(iii) To direct, instruct, authorize and prepare and execute any document necessary to have Merrill Lynch (or any successor broker designated by the Company) repatriate the proceeds of the sale of the Recipient’s Shares through a special exchange control account in China established by the Company, the Employer or any other Affiliate;

(iv) To direct, instruct, authorize and prepare and execute any document necessary to have the Company and/or Merrill Lynch (or any successor broker designated by the Company) use the Recipient’s bank and/or brokerage account information and any other information as required to effectuate the sale of Shares and the repatriation and delivery of the cash proceeds from such sale;

(v) To take any additional action that may be necessary or appropriate for implementation of the Plan with SAFE and any other competent PRC authority, including but not limited to the transfer of funds through a special exchange control account in China; and

(vi) To constitute and appoint, in the Recipient’s place and stead, and as the Recipient’s substitute, one representative or more, with power of revocation.

The Recipient hereby ratifies and confirms as his or her own act and deed all that such representative may do or cause to be done by virtue of this instrument.

Notifications

Foreign Asset/Account Reporting Information

The Recipient may be required to report to SAFE all details of his or her foreign financial assets and liabilities, as well as details of any economic transactions conducted with non-PRC residents. Under these rules, the Recipient may be subject to reporting obligations for the Awards, Shares acquired under the Plan, the receipt of any dividends and the sale of Shares.

EGYPT

Notifications

Exchange Control Information

If the Recipient transfers funds into Egypt in connection with the Award, the Recipient is required to transfer the funds through a registered bank in Egypt.

FRANCE
Terms and Conditions
Awards Not Tax-Qualified
The Award is not intended to be a tax-qualified or tax-preferred award, including without limitation, under Sections L. 225-197-1 to L. 225-197-6 of the French Commercial Code.  The recipient is encouraged to consult with a personal tax advisor to understand the tax and social insurance implications of the Award.
Language Consent
By accepting the French Award, the Recipient confirms having read and understood the documents relating to this grant (the Plan and the Agreement) which were provided in English language.  The Recipient accepts the terms of those documents accordingly. The Recipient confirms that the Recipient has a good knowledge of the English language.
En acceptant l’Attribution, le Bénéficiaire confirme avoir lu et compris les documents relatifs à cette attribution (le Plan et ce Contrat) qui ont été fournis en langue anglaise. Le Bénéficiaire accepte les dispositions de ces documents en connaissance de cause. Etant précisé que le Titulaire a une bonne maîtrise de la langue anglaise.
Notifications
Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.
Foreign Asset/Account Information
The Recipient may hold Shares acquired upon vesting/settlement of the Award, any proceeds resulting from the sale of Shares or any dividends paid on such Shares outside of France, provided the Recipient declares all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) with  his or her annual income tax return.  Failure to complete this reporting may trigger penalties for the Recipient. 

GERMANY

Notifications

Securities Disclaimer
The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU
Prospectus Directive as implemented in Germany.

Exchange Control Information

Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank ( Bundesbank ). In the event that the Recipient makes or receives a payment in excess of this amount, he or she is required to report the payment to Bundesbank electronically using the “General Statistics Reporting Portal” (“ Allgemeines Meldeportal Statistik ”) available via Bundesbank’s website (www.bundesbank.de).

GREECE

Notifications

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Greece.

HONG KONG

Terms and Conditions

Securities Law Notice

WARNING: The Award and the Shares underlying the Awards do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company or its Affiliates participating in the Plan. The Recipient should be aware that the contents of the Agreement have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Agreement and the Plan are intended only for the personal use of each Recipient and may not be distributed to any other person. The Recipient is advised to exercise caution in relation to the offer of the Award. If the Recipient is in any doubt about any of the contents of the Agreement, including this Appendix, or the Plan, the Recipient should obtain independent professional advice.

Sale of Shares

Any Shares received at vesting are accepted as a personal investment. In the event that any portion of this Award vests within six months of the Award Date, the Recipient agrees that he or she will not offer to the public or otherwise dispose of the Shares acquired prior to the six-month anniversary of the Award Date.

Notifications

Occupational Retirement Schemes Ordinance Alert

The Company specifically intends that neither the Award nor the Plan will be considered or deemed an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance (“ORSO”).

INDIA

Notifications

Exchange Control Information

The Recipient must repatriate to India all funds resulting from the sale of Shares within 90 days and all proceeds from the receipt of any dividends within 180 days. The Recipient will receive a foreign inward remittance certificate (“FIRC”) from the bank where he or she deposits the foreign currency. The Recipient should maintain the FIRC as evidence of the repatriation of funds in the event that the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset/Account Reporting Information

The Recipient is required to declare in his or her annual tax return his or her foreign financial assets (including Shares) and any foreign bank accounts. The Recipient understands that it is the Recipient’s responsibility to comply with this reporting obligation and is advised to confer with a personal tax advisor in this regard.

IRELAND

Notifications

Director Notification Requirement

If the Recipient is a director, shadow director or secretary of an Irish Affiliate, the Recipient is required to notify such Irish Affiliate in writing within five business days of (i) receiving or disposing of an interest in the Company ( e.g. , the Awards, Shares, etc.), (ii) becoming aware of the event giving rise to the notification requirement, or (iii) becoming a director, shadow director or secretary of an Irish Affiliate if such an interest exists at the time.  This notification requirement also applies with respect to the interests of a spouse or children under the age of 18 (whose interests will be attributed to the director, shadow director or secretary, as the case may be).

Securities Disclaimer

The participation in the Plan is exempt or excluded from the requirement to publish a prospectus under the EU
Prospectus Directive as implemented in Ireland.

ITALY
Terms and Conditions
Data Privacy
The following provision replaces Section 11 of the Agreement:

The Recipient understands that the Company, the Employer and any Affiliate may hold certain personal information about him or her, including, but not limited to, the Recipient’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any Affiliate, details of all Awards, or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in the Recipient’s favor (“Data”), for the exclusive purpose of implementing, managing and administering the Plan. The Recipient is aware that providing the Company with Data is necessary for the performance of the Plan and that his or her refusal to provide such Data would make it impossible for the Company to perform its contractual obligations and may affect the Recipient’s ability to participate in the Plan.

The Controller of personal data processing is The Coca-Cola Company with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is Coca-Cola Italia S.r.l., Edison Park Center, Viale Tommaso Edison 110, 20099 Sesto San Giovanni, Milan, Italy.

The Recipient understands that Data may be transferred to the Company or any of its Affiliates, or to any third parties assisting in the implementation, management and administration of the Plan, including any transfer required to its designated broker or other third party with whom Shares acquired under the Plan or cash from the sale of such Shares may be deposited. Furthermore, the recipients that may receive, possess, use, retain, and transfer such Data may be located in Italy or elsewhere, including outside the European Union, and the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Italy.

The processing activity, including transfer of Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Recipient’s consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration, and management of the Plan. The Recipient understands that Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The Recipient understands that Data will be held only as long as is required by law or as necessary to implement, administer and manage the Recipient’s participation in the Plan. The Recipient understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, he or she has the right to, including but not limited to, access, delete, update, correct, or terminate, for legitimate reason, the Data processing. Furthermore, the Recipient is aware that Data will not be used for direct marketing purposes. In addition, Data provided can be reviewed and questions or complaints can be addressed by contacting the Recipient’s local human resources representative.

Plan Document Acknowledgment

In accepting the Award, the Recipient acknowledges that he or she has received a copy of the Plan and the Agreement and has reviewed the Plan and the Agreement, including this Appendix, in their entirety and fully understands and accepts all provisions of the Plan and the Agreement, including this Appendix.
The Recipient acknowledges that he or she has read and specifically and expressly approves the following sections of the Agreement: Section (3) Employment Events; Section (7) Responsibility for Taxes; Section (12) Nature of Award; Section (15) Governing Law and Venue; Section (18) Electronic Delivery and Acceptance; Section (19) Appendix A; Section (20) Imposition of Other Requirements; and the Data Privacy section above.

Notifications

Foreign Asset/Account Reporting Information

If the Recipient is an Italian resident who, at any time during the fiscal year, holds foreign financial assets (including cash and Shares) which may generate taxable income in Italy, the Recipient is required to report these assets on his or her annual tax return for the year during which the assets are held, or on a special form if no tax return is due. These reporting obligations also apply if the Recipient is the beneficial owner of foreign financial assets under Italian money laundering provisions.

Securities Disclaimer

The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus
Directive as implemented in Italy.

JAPAN

Notifications

Foreign Asset/Account Reporting Information

Japanese residents holding assets outside of Japan with a total net fair market value exceeding ¥50,000,000 (as of December 31 each year) are required to comply with annual tax reporting obligations with respect to such assets. The Recipient is advised to consult with a personal tax advisor to ensure that he or she is properly complying with applicable reporting requirements.

MEXICO

Terms and Conditions

Labor Law Acknowledgment
These provisions supplement Section 12 of the Agreement:
Modification. By accepting the Award, the Recipient understands and agrees that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of the Recipient’s employment.
Policy Statement. The grant of the Award made under the Plan is unilateral and discretionary and, therefore, the Company reserves the absolute right to amend it and discontinue it at any time without any liability.
The Company with registered offices at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States of America, is solely responsible for the administration of the Plan and participation in the Plan and the acquisition of Shares does not, in any way, establish an employment relationship between the Recipient and the Company since the Recipient is participating in the Plan on a wholly commercial basis and the Recipient’s sole employer is Servicios Integrados de Administración y Alta Gerencia S. de R.L. de C.V., nor does it establish any rights between the Recipient and the Employer.
Plan Document Acknowledgment
By accepting the grant of the Awards, the Recipient acknowledges that the Recipient has received a copy of the Plan, has reviewed the Plan and the Agreement in their entirety and fully understands and accepts all provisions of the Plan and the Agreement.
In addition, by signing the Agreement, the Recipient further acknowledges that he or she has read and specifically and expressly approves the terms and conditions in Section 12 of the Agreement (“Nature of Award,” in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) none of the Affiliates or the Company is responsible for any decrease in the value of the Shares underlying the Award.
Finally, the Recipient hereby declares that the Recipient does not reserve any action or right to bring any claim against the Company for any compensation or damages as a result of the Recipient’s participation in the Plan and therefore grants a full and broad release to the Employer, the Company and any Affiliates with respect to any claim that may arise under the Plan.
Spanish Translation

Términos y Condiciones

Reconocimiento de la Ley Laboral aplicable

Los presentes lineamientos reemplazarán a la Cláusula 12 del Contrato.

Modificación. Al aceptar el Otorgamiento, el Beneficiario reconoce y entiende que cualquier modificación al Plan o al Contrato o su terminación no serán considerados como un cambio o disminución en los términos y condiciones de su relación de trabajo.

Declaración de Política . El Otorgamiento realizado conforme al Plan es unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier tiempo, sin responsabilidad alguna.

La Compañía, con oficinas registradas ubicadas enOne Coca Cola Plaza, Atlanta Georgia, 30313, EE.UU., es la única responsable de la administración del Plan y de la participación en el mismo, y la adquisición de Acciones no establece de forma alguna una relación de trabajo entre el Beneficiario y la Compañía, ya que su participación en el Plan es completamente comercial, y el único empleador del Beneficiario es Servicios Integrados de Administración y Alta Gerencia, S. de R.L. de C.V., así como tampoco establece ningún derecho entre el Beneficiario y el Patrón.

Reconocimiento del Documento del Plan. Al aceptar el Otorgamiento, el Beneficiario reconoce que ha recibido una copia del Plan, que ha revisado el Plan y el Contrato y que entiende y acepta completamente todas las disposiciones contenidas en el Plan y en el Contrato.

Adicionalmente, al firmar el Contrato, el Beneficiario reconoce que ha leído y que aprueba específica y expresamente los términos y condiciones contenidos en la cláusula 12 del Contrato ("Naturaleza del Otorgamiento") en el cual se encuentra claramente descrito y establecido lo siguiente: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el mismo es ofrecida por la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) ninguna de las empresas Afiliadas o la Compañía, son responsables por cualquier disminución en el valor de las Acciones en relación al Otorgamiento.

Finalmente, el Beneficiario manifiesta que no se reserva ninguna acción o derecho para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como resultado de la participación del Beneficiario en el Plan y, en consecuencia, otorga el más amplio finiquito al Patrón, así como a la Compañía y empresas Afiliadas con respecto a cualquier demanda que pudiera originarse en virtud del Plan.

MOROCCO

Notifications

Exchange Control Information

The Company reserves the right to force the immediate sale of any Shares to be issued upon vesting and settlement of the Award. If applicable, the Recipient agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Recipient’s behalf pursuant to this authorization) and the Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Recipient acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Recipient the cash proceeds from the sale of the Shares, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Recipient acknowledges that the Recipient is not aware of any material nonpublic information with respect to the Company or any securities of the Company as of the date of this Agreement.
The Recipient is required immediately to repatriate to Morocco the proceeds from the sale of any Shares which may be issued to the Recipient at vesting and settlement of the Awards. Such repatriation of proceeds may need to be effectuated through a special account established by the Company, its Subsidiary or Affiliate. By accepting the Awards, the Recipient consents and agrees that the cash proceeds may be transferred to such special account prior to being delivered to the Recipient.
If repatriation of proceeds is not effectuated through a special account, the Recipient agrees to maintain his or hers own records proving repatriation and to provide copies of these records upon request from the Company, its Subsidiary and/or the Office des Changes. The Recipient is responsible for ensuring compliance with all exchange control laws in Morocco.
PAKISTAN

Terms and Conditions
Immediate Sale of Shares
Notwithstanding anything to the contrary in the Agreement and the Plan, due to local regulatory requirements, the Recipient agrees to the immediate sale of any Shares to be issued to the Recipient on the Release Date. The Recipient further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of such Shares (on the Recipient’s behalf pursuant to this authorization without further consent) and the Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. The Recipient acknowledges that the Company and its designated broker are under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company will deliver to the Recipient the cash proceeds from the sale of the Shares, less any Tax-Related Items and brokerage fees or commissions.

Notifications

Exchange Control Information

The Recipient is required immediately to repatriate to Pakistan the proceeds from the sale of Shares as described above. The Recipient should consult his or her personal advisor prior to exercise and settlement of the Awards to ensure compliance with the applicable exchange control regulations in Pakistan, as such regulations are subject to frequent change. The Recipient is responsible for ensuring compliance with all exchange control laws in Pakistan.

PHILIPPINES

Notifications

Securities Law Information

The Recipient acknowledges that the Recipient is permitted to sell Shares acquired under the Plan through the broker, provided that such sale takes place outside of the Philippines through the facilities of the New York Stock Exchange on which the Shares are listed.

The securities being offered or sold herein have not been registered with the Philippines Securities and Exchange Commission under its Securities Regulation Code (the “SRC”). Any future offer or sale thereof is subject to registration requirements under the SRC unless such offer or sale qualifies as an exempt transaction.

RUSSIA

Terms and Conditions

U.S. Transaction and Sale Restrictions

The Recipient understands that acceptance of the grant of the Award results in a contract between the Recipient and the Company completed in the United States and that the Agreement are governed by the laws of the Commonwealth of Delaware, without regard to choice of law principles thereof. Any Shares acquired under the Plan shall be delivered to the Recipient through a brokerage account in the U.S. The Recipient may hold the Shares in his or her brokerage account in the U.S.; however, in no event will Shares issued to the Recipient under the Plan be delivered to the Recipient in Russia. The Recipient is not permitted to sell the Shares directly to other Russian legal entities or individuals, nor is Recipient permitted to bring any certificates representing the Shares into Russia (if such certificates are actually issued).

Depending on the development of local regulatory requirements, the Company reserves the right to require the immediate sale of any Shares to be issued to Recipient upon vesting of the Award. By accepting the Award, Recipient acknowledges that Recipient understands and agree that the Company is authorized to, and may, in its sole discretion, instruct its designated broker to assist with the mandatory sale of Shares issued to the Recipient upon vesting of the Award (on Recipient’s behalf pursuant to this authorization) and Recipient expressly authorizes the Company’s designated broker to complete the sale of such Shares. Recipient acknowledges that the Company’s designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the shares of Shares, Recipient will receive the cash proceeds, less any Tax-Related Items and brokerage fees or commissions.

Data Privacy

The following provision replaces Section 11 of the Agreement:

By accepting the Award, the Recipient acknowledges that he or she has read, understood and agrees to the terms regarding the collection, processing and transfer of data described in Section 11 of the Agreement. In this regard, upon request of the Company or the Employer, the Recipient agrees to provide an executed data privacy consent form or any similar agreements or consents that the Company or the Employer may deem necessary to obtain under the data privacy laws in Russia, either now or in the future. The Recipient understands that he or she will not be able to participate in the Plan if the Recipient fails to execute any such consent or agreement that may be requested.

Notifications

Securities Law Information
The Employer is not in any way involved in the offer of the Award or administration of the Plan. The Agreement, the Plan and all other materials the Recipient may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. The issuance of Shares under the Plan has not and will not be registered in Russia and hence the Shares described in any Plan-related documents may not be offered or placed in public circulation in Russia.
Please note that, under the Russian law, the Recipient is not permitted to sell or otherwise alienate the Shares directly to other Russian individuals and the Recipient is not permitted to bring Share certificates into Russia.
Exchange Control Information
The Recipient is responsible for complying with all currency control laws and regulations in Russia that may apply to participation in the Plan. Within a reasonably short time after the receipt of any funds resulting from the Award ( e.g ., sale proceeds, dividends, etc.), the funds must be repatriated to Russia and credited to a Russian resident Recipient through a foreign currency account at an authorized bank in Russia. After the funds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. Effective August 2, 2014, dividends (but not dividend equivalents) do not need to be remitted to a Russian resident Recipient’s bank account in Russia but instead can be remitted directly to a foreign individual bank account (in Organisation for Economic Cooperation and Development (“OECD”) and Financial Action Task Force (“FATF”) countries). The Recipient should consult his or her personal advisor before remitting any funds into Russia, as exchange control requirements are subject to change at any time, often without notice.
Labor Law Information
If the Recipient continues to hold Common Stock acquired at vesting of the Award after an involuntary termination of employment, he or she may not be eligible to receive unemployment benefits in Russia.

SINGAPORE

Notifications

Securities Law Information

The Award is being granted pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Recipient should note that the Award is subject to section 257 of the SFA and the Recipient should not make any subsequent sale of the Shares in Singapore or any offer of such subsequent sale of the Shares in Singapore, unless such sale or offer is made (1) after 6 months from the Award Date or (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Chief Executive Officer and Director Notification Requirement

If the Recipient is a Chief Executive Officer (“CEO”) or a director, associate director or shadow director of the Company’s Singapore Affiliate, the Recipient is subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Company’s Singapore Affiliate in writing when the Recipient receives an interest ( e.g. , the Awards, Shares, etc.) in the Company or any Affiliates within two business days of (i) its acquisition or disposal, (ii) any change in a previously disclosed interest ( e.g. , when Shares are sold), or (iii) becoming a CEO, director, associate director or shadow director. 

SOUTH AFRICA

Terms and Conditions

Tax Acknowledgment

By accepting the Award, the Recipient agrees to notify the Employer of the amount of any gain realized at the taxable event. If the Recipient fails to advise the Employer of the gain realized at the taxable event, the Recipient may be liable for a fine. The Recipient will be responsible for paying any difference between the actual tax liability and the amount withheld.

You are advised to carefully read the materials provided before making a decision whether to participate in the Plan. In addition, you are advised to contact your tax advisor for specific information concerning your personal tax situation with regard to Plan participation.

Notifications

Securities Law Notice

In compliance with South African securities laws, the Recipient is hereby notified that the following documents are available for review on the Company’s “Investor Relations” website at http://www.coca-colacompany.com/investors : Annual Reports, Quarterly Reports, Earnings Releases and Proxy Statements.

A copy of the above documents will be sent to you free of charge on written request to Investor Relations at The Coca-Cola Company, One Coca-Cola Plaza, Atlanta, Georgia 30313, USA.

Exchange Control Information

South African residents may be required to obtain approval from the South African Reserve Bank for payments (including payment of the proceeds from the sale of Shares) that he or she receives into accounts held outside of South Africa ( e.g. , a U.S. brokerage account). The Recipient should consult his or her personal advisor to ensure compliance with current exchange control regulations.

SPAIN

Terms and Conditions

Labor Law Acknowledgment

The following provision supplements Section 12 of the Agreement:
In accepting the Award, the Recipient consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan.
The Recipient understands and agrees that the Company has unilaterally, gratuitously and discretionally decided to grant the Award under the Plan to individuals who may be employees of the Company and any Affiliates throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any Affiliates, over and above the specific terms of the Plan. Consequently, the Recipient understands that the Award is granted on the assumption and condition that the Award and any Shares issued under the Plan are not part of any employment contract (either with the Company or any Affiliates) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. In addition, the Recipient understands that the Award would not be granted to the Recipient but for the assumptions and conditions referred to herein; thus, the Recipient acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Award and any right to the Award shall be null and void.
Further, the vesting of the Award is expressly conditioned on the Recipient’s continued employment, such that upon termination of employment, the Award may cease vesting immediately, effective on the date of the Recipient’s termination of employment (unless otherwise specifically provided in the Agreement and/or the Plan). In particular, the Recipient understands and agrees that any unreleased Awards as of the date the Recipient is no longer actively employed or in service (unless otherwise specifically provided in the Agreement and/or the Plan) will be forfeited without entitlement to the underlying Shares or to any amount of indemnification in the event of termination of the Recipient’s employment by reason of, but not limited to, resignation, retirement, disciplinary dismissal adjudged to be with cause, disciplinary dismissal adjudged or recognized to be without cause, individual or collective dismissal adjudged or recognized to be without cause, individual or collective dismissal on objective grounds, whether adjudged or recognized to be with or without cause, material modification of the terms of employment under Article 41 of the Workers’ Statute, relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral withdrawal by the Employer and under Article 10.3 of the Royal Decree 1382/1985.
Notifications

Securities Disclaimer
The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in Spain. The grant of an Award and the Shares issued pursuant to the vesting/settlement of the Award are considered a private placement outside the scope of Spanish laws on public offerings and issuances of securities. Neither the Plan nor the Agreement have been registered with the Comisión National del Mercado de Valores and do not constitute a public offering prospectus.
Exchange Control Information
The acquisition, ownership and disposition of Shares and must be declared for statistical purposes to the Dirección General de Comercio e Inversiones (the “DGCI”), which is a department of the Ministry of Economy and Competitiveness. If the Recipient acquires Shares through the use of a Spanish financial institution, that institution will automatically make the declaration to the DGCI for the Recipient; otherwise, the resident Recipient will be required make the declaration by filing the appropriate form with the DGCI. Generally, the declaration must be made in January for Shares owned as of December 31 of) the prior year; however, if the value of Shares acquired or sold exceeds €1,502,530 (or the Recipient holds 10% or more of the capital of the Company or such other amount that would entitle the Recipient to join the Company’s board of directors), the declaration must be filed within one (1) month of the acquisition or sale, as applicable.
Foreign Asset/Account Reporting Information
To the extent the Recipient holds rights or assets outside of Spain with a value in excess of €50,000 per type of right or asset ( e.g. , Shares, cash, etc.) as of December 31 each year, such resident will be required to report information on such rights and assets on his or her annual tax return for such year. After such rights and assets are initially reported, the reporting obligation will apply for subsequent years only if the value of any previously-reported rights or assets increases by more than €20,000.
Further, the Recipient will be required to electronically declare to the Bank of Spain any securities accounts (including brokerage accounts held abroad), as well as the securities (including Shares acquired under the Plan) held in such accounts if the value of the transactions for all such accounts during the prior tax year or the balances in such accounts as of December 31 of the prior tax year exceed €1,000,000.
Further, the Recipient is required to electronically declare to the Bank of Spain any foreign accounts (including brokerage accounts held abroad), any foreign instruments (including Shares acquired under the Plan), and any transactions with non-Spanish residents (including any payments of cash or Shares made to the Recipient under the Plan) if the balances in such accounts together with the value of such instruments as of December 31, or the volume of transactions with non-Spanish residents during the relevant year, exceed €1,000,000.
THAILAND

Notifications

Exchange Control Information

If the proceeds from the sale of Shares or the receipt of dividends are equal to or greater than US$50,000 or more in a single transaction, Thai resident Recipients must repatriate the proceeds to Thailand immediately upon receipt and convert the funds to Thai Baht or deposit the proceeds in a foreign currency deposit account maintained by a bank in Thailand within 360 days of remitting the proceeds to Thailand. In addition, Thai resident Recipients must report the inward remittance to the Bank of Thailand on a foreign exchange transaction form.

Because exchange control regulations change frequently and without notice, the Recipient should consult his or her personal advisor before selling Shares to ensure compliance with current regulations. It is the Recipient’s sole responsibility to comply with exchange control laws in Thailand.

SWITZERLAND

Notifications

Securities Law Notification

The grant of the Award is considered a private offering and therefore is not subject to securities registration in Switzerland.

TURKEY

Notifications

Securities Law Information

Under Turkish law, the Recipient is not permitted to sell Shares acquired under the Plan in Turkey. The Recipient must sell the Shares acquired under the Plan outside of Turkey. The Shares are currently traded on the New York Stock Exchange in the United States under the ticker symbol “KO” and Shares may be sold on this exchange.

Exchange Control Information

Under Turkish exchange control regulations, the Recipient may be required to use a financial intermediary institution approved under the Turkish Capital Market Law to acquire or sell shares traded on a foreign market and to report such activity to the Capital Markets Board. The Recipient should consult his or her personal advisor regarding these requirements.

UNITED ARAB EMIRATES

Notifications

Securities Law Information

Participation in the Plan is being offered only to selected Recipients and is in the nature of providing equity incentives to Recipients in the United Arab Emirates. The Plan and the Agreement are intended for distribution only to such Recipients and must not be delivered to or relied on by any other person. Prospective purchasers of the securities offered, including the Recipient, should conduct their own due diligence on the securities. The Recipient is encouraged to consult a legal or financial advisor if the Recipient does not understand the contents of The Agreement or the Plan or any aspect of the Award.

If the Recipient does not understand the contents of the Plan and the Agreement, the Recipient should consult an authorized financial adviser. The Emirates Securities and Commodities Authority and the Dubai Financial Services Authority have no responsibility for reviewing or verifying any documents in connection with the Plan. Neither the Ministry of Economy nor the Dubai Department of Economic Development have approved the Plan or the Agreement nor taken steps to verify the information set out therein, and have no responsibility for such documents.

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes
The following provisions supplement Section 7 of the Agreement:
If payment or withholding of income taxes is not made within ninety (90) days of the end of the tax year in which the income tax liability arises, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Recipient to the Employer, effective on the Due Date. The Recipient understands and agrees that the loan will bear interest at the then-current official rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable by the Recipient, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 7 of the Agreement.
Notwithstanding the foregoing, if the Recipient is a director or an executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the Recipient will not be eligible for such a loan to cover the uncollected income tax. In the event that the Recipient is a director or executive officer and the income tax is not collected from or paid by the Recipient by the Due Date, the Recipient understands that the amount of any uncollected income tax may constitute a benefit to the Recipient on which additional income tax and national insurance contributions (“NICs”) may be payable. The Recipient will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Company or the Employer (as appropriate) for the value of any employee NICs due on this additional benefit, which the Company and/or the Employer may recover from the Recipient by any of the means referred to in Section 7 of the Agreement.
Notifications
Securities Disclaimer
The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in the UK.
This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000 (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan. The Plan and the Award are exclusively available in the UK to bona fide employees and former employees and any other UK Subsidiary of the Company.
URUGUAY

Data Privacy

The following provision supplements Section 11 of the Agreement:

The Recipient understands that his or her Data will be collected by his or her Employer and will be transferred to the Company at One Coca-Cola Plaza, Atlanta Georgia, 30313, United States and/or any financial institutions or brokers involved in the management and administration of the Plan. The Recipient further understands that any of these entities may store the Recipient’s Data for purposes of administering his or her participation in the Plan.



Exhibit 10.4
FRANCISCOBENITEZAMEND_IMAGE1.GIF

COCA-COLA PLAZA
ATLANTA, GEORGIA


 
 
ADDRESS REPLY TO:
JAMES R. QUINCEY    
 
P.O. BOX 1734
PRESIDENT & CHIEF EXECUTIVE OFFICER
 
ATLANTA, GA 30301
THE COCA-COLA COMPANY
 
__________
 
 
1-404 676-9980
 
 

Fax: +1-404-598-9980

                                                                                                                                                                                                                                                      


February 14, 2018

Mr. Francisco Xavier Crespo Benitez
Mexico City, Mexico


Dear Francisco,

This letter amends and restates our letter dated June 5, 2017.

We are delighted to confirm your new position as Chief Growth Officer, Job Grade 21, with an effective date of May 1, 2017. You will report to me. The information contained in this letter provides details of your new position.

Your principal place of assignment will be Atlanta, Georgia. Your employer in Atlanta will be The Coca-Cola Company.

Your annual base salary for your new position will be $550,000.

You will continue to be eligible to participate in the annual Performance Incentive Plan. The target annual incentive for a Job Grade 21 is 100% of annual base salary. The actual amount of an incentive award may vary and is based on individual performance and the financial performance of the Company. Awards are made at the discretion of the Compensation Committee of the Board of Directors based upon recommendations by Senior Management.  The plan may be modified from time to time.

You will continue to be eligible to participate in The Coca-Cola Company’s Long-Term Incentive program. Awards are made at the discretion of the Compensation Committee of the Board of Directors based upon recommendations by Senior Management. You will be eligible to receive long-term incentive awards within guidelines for the job grade assigned to your position and based upon your personal performance, Company performance, and leadership potential to add value to the Company in the future. As a discretionary program, the award timing, frequency, size and mix of award vehicles are variable.

You are expected to continue to maintain share ownership pursuant to the Company’s share ownership guidelines at a level equal to two times your base salary. You will be asked to provide information in December each year on your progress toward your ownership goal, and that information will be reviewed with the Compensation Committee of the Board of Directors the following February.



Francisco Xavier Crespo Benitez
February 14, 2018
Page 2


You will continue to be eligible for the Company’s Financial Planning program which provides reimbursement of certain financial planning services, up to $10,000 at Job Grade 21 annually, subject to taxes and withholding.

In addition to the standard relocation allowances pursuant to the Company’s policy, the Company will provide housing expenses, utility expenses, a car and driver, bank fee reimbursement, an environmental allowance, assignee choice points and home leave costs in Mexico through July 31, 2017, as well as expenses related to submitting an application for a green card for your spouse, to the extent that the value of these benefits does not exceed $60,000. Should any of these expenses be paid through reimbursement to you, the reimbursement amount will be grossed up for any taxes.

If you have not done so already, you are required to enter into the Agreement on Confidentiality, Non-Competition, and Non-Solicitation, as well as the Agreement Covering Inventions, Discoveries, Copyrightable Material, Trade Secrets, and Confidential Information (enclosed).

This letter is provided as information and does not constitute an employment contract.

Francisco, I feel certain that you will continue to find challenge, satisfaction and opportunity in this role and as we continue our journey during this important time.


Sincerely,

/s/ James R. Quincey

James R. Quincey

c:    Executive Compensation
Executive Services
Global Mobility

I, Francisco Xavier Crespo Benitez , accept this offer:



Signature:      /s/ Francisco Xavier Crespo Benitez            



Date:          /s/ February 15, 2018                    


Classified -
Classified -
Classified -
Classified -

EXHIBIT 10.5

AMENDMENT NUMBER THREE TO
THE COCA-COLA COMPANY SEVERANCE PAY PLAN
(As Amended and Restated Effective January 1, 2012)

WHEREAS, The Coca-Cola Company established The Coca-Cola Company Severance Pay Plan (“Plan”); and
WHEREAS, The Coca-Cola Company Benefits Committee (“Benefits Committee”) is authorized to amend the Plan at any time; and
WHEREAS, the Benefits Committee wishes to amend the Plan.
NOW, THEREFORE, the Plan is amended as follows, effective as provided herein:

1.
Effective March 23, 2018, a new Section 7.7 Restriction on Venue shall be added following Section 7.6, and the following paragraphs shall be renumbered accordingly:

“7.7     Restriction on Venue . Any legal action in connection with the Plan by an Employee, Participant, Beneficiary, Joint Annuitant, or other interested party shall only be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia.”

2.
Effective March 23, 2018, the following sentence shall be added to the end of Section 5.4 Limitation on Action.

“All suits must be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia in accordance with Section 7.7.”

IN WITNESS WHEREOF, the Benefits Committee has caused this Amendment to be signed by its duly authorized member as of this      day of March 2018.

THE COCA-COLA COMPANY
BENEFITS COMMITTEE


BY:_________________________________
Allison O’Sullivan

1,356,109

EXHIBIT 10.6


AMENDMENT ONE
TO
THE COCA-COLA COMPANY SUPPLEMENTAL 401(k) PLAN
WHEREAS, The Coca-Cola Company sponsors The Coca-Cola Company Supplemental 401(k) Plan (the “Plan”); and
WHEREAS, The Coca-Cola Company Benefits Committee (the “Benefits Committee”) may amend the Plan at any time;

NOW, THEREFORE, the Plan is amended as follows, effective as provided herein:

1.
Effective March 23, 2018, a new Section 6.6 Restriction on Venue shall be added following Section 6.5, and the following paragraphs shall be renumbered accordingly:

“6.6     Restriction on Venue . Any legal action in connection with the Plan by an Employee, Participant, Beneficiary, Joint Annuitant, or other interested party shall only be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia.”

2.
Effective March 23, 2018, the following sentence shall be added to the end of Section 5.4.

“All suits must be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia in accordance with Section 6.6.”

3.
Effective April 28, 2018, the following shall be added to Appendix A: Business Services North America, LLC

IN WITNESS WHEREOF, the Benefits Committee has caused this Amendment to be signed by its duly authorized member as of this      day of March 2018.
THE COCA-COLA COMPANY
BENEFITS COMMITTEE


BY:_________________________________
Allison O’Sullivan



EXHIBIT 10.7

AMENDMENT THREE
TO
THE COCA-COLA COMPANY SUPPLEMENTAL CASH BALANCE PLAN
WHEREAS, The Coca-Cola Company sponsors The Coca-Cola Company Supplemental Pension Plan (the “Plan”); and
WHEREAS, The Coca-Cola Company Benefits Committee (the “Benefits Committee”) may amend the Plan at any time;

NOW, THEREFORE, the Plan is amended as follows, effective as provided herein:

1.
Effective March 23, 2018, a new Section 7.6 Restriction on Venue shall be added following Section 7.5, and the following paragraphs shall be renumbered accordingly:

“7.6     Restriction on Venue . Any legal action in connection with the Plan by an Employee, Participant, Beneficiary, Joint Annuitant, or other interested party shall only be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia.”

2.
Effective March 23, 2018, the following sentence shall be added to the end of Section 6.4.

“All suits must be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia in accordance with Section 7.6.”

3.
Effective April 28, 2018, the following shall be added to Appendix A: Business Services North America, LLC

IN WITNESS WHEREOF, the Benefits Committee has caused this Amendment to be signed by its duly authorized member as of this      day of March 2018.

THE COCA-COLA COMPANY
BENEFITS COMMITTEE


BY:_________________________________
Allison O’Sullivan


EXHIBIT 10.8

AMENDMENT FIVE
TO
THE COCA-COLA COMPANY SUPPLEMENTAL PENSION PLAN

WHEREAS, The Coca-Cola Company sponsors The Coca-Cola Company Supplemental Pension Plan (the “Plan”); and
WHEREAS, The Coca-Cola Company Benefits Committee (the “Benefits Committee”) may amend the Plan at any time;

NOW, THEREFORE, the Plan is amended as follows, effective as provided herein:

1.
Effective March 23, 2018, a new Section 7.6 Restriction on Venue shall be added following Section 7.5, and the following paragraphs shall be renumbered accordingly:

“7.6     Restriction on Venue . Any legal action in connection with the Plan by an Employee, Participant, Beneficiary, Joint Annuitant, or other interested party shall only be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia.”

2.
Effective March 23, 2018, the following sentence shall be added to the end of Section 6.4.

“All suits must be brought in the U.S. District Court for the Northern District of Georgia in Atlanta, Georgia in accordance with Section 7.6.”

3.
Effective April 28, 2018, the following shall be added to Appendix A: Business Services North America, LLC

IN WITNESS WHEREOF, the Benefits Committee has caused this Amendment to be signed by its duly authorized member as of this      day of March 2018.

THE COCA-COLA COMPANY
BENEFITS COMMITTEE

BY:_________________________________
Allison O’Sullivan





Exhibit 12.1
THE COCA-COLA COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
 
Three Months Ended March 30, 2018

Year Ended December 31,
 
2017

2016

2015

2014

2013

(In millions except ratio)
 
 
 
 
 
 
EARNINGS:
 
 
 
 
 
 
  Income from continuing operations before income taxes
$
1,833

$
6,742

$
8,136

$
9,605

$
9,325

$
11,477

  Fixed charges
245

902

804

931

569

553

  Less:
 
 
 
 
 
 
    Capitalized interest, net
(1
)
(5
)
(3
)
(1
)
(1
)
(1
)
    Equity (income) loss — net of dividends
(43
)
(628
)
(449
)
(122
)
(371
)
(201
)
  Adjusted earnings
$
2,034

$
7,011

$
8,488

$
10,413

$
9,522

$
11,828

FIXED CHARGES:
 
 
 
 
 
 
  Gross interest incurred
$
231

$
846

$
736

$
857

$
484

$
464

  Interest portion of rent expense
14

56

68

74

85

89

  Total fixed charges
$
245

$
902

$
804

$
931

$
569

$
553

  Ratio of earnings to fixed charges
8.3

7.8

10.6

11.2

16.7

21.4

As of March 30, 2018 , the Company was contingently liable for guarantees of indebtedness owed by third parties, including certain variable interest entities, in the amount of $ 632 million . Fixed charges for these contingent liabilities have not been included in the computation of the above ratios, as the amounts are immaterial and, in the opinion of management, it is not probable that the Company will be required to satisfy the guarantees. The interest amount in the above table does not include interest expense associated with unrecognized tax benefits.




Exhibit 31.1

CERTIFICATIONS
I, James Quincey, President and Chief Executive Officer of The Coca-Cola Company, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
May 1, 2018
 
 
 
/ s / JAMES QUINCEY
James Quincey
President and Chief Executive Officer of The Coca-Cola Company





Exhibit 31.2

CERTIFICATIONS
I, Kathy N. Waller, Executive Vice President, and Chief Financial Officer and President, Enabling Services of The Coca-Cola Company, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of The Coca-Cola Company;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:
May 1, 2018
 
 
 
/ s / KATHY N. WALLER
Kathy N. Waller
Executive Vice President, Chief Financial Officer and President, Enabling Services of The Coca-Cola Company





Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of The Coca-Cola Company (the "Company") on Form 10-Q for the period ended March 30, 2018 (the "Report"), I, James Quincey, President and Chief Executive Officer of the Company and I, Kathy N. Waller, Executive Vice President, Chief Financial Officer and President, Enabling Services of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/ s / JAMES QUINCEY
James Quincey
President and Chief Executive Officer of The Coca-Cola Company
May 1, 2018
 
 
/ s / KATHY N. WALLER
Kathy N. Waller
Executive Vice President, Chief Financial Officer and President, Enabling Services of The Coca-Cola Company
May 1, 2018