THE COCA-COLA COMPANY

The Code of Business Conduct

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 WHAT is THE
CODE OF BUSINESS CONDUCT?
• The Code is designed to give you a broad and
clear understanding of the conduct expected of
all our employees.
• The Code focuses on key integrity issues.
• The Code cannot address every circumstance
and isn’t meant to; it isn’t a catalogue of
workplace rules.
• The Company has policies in such areas as fair
competition, securities trading, workplace
conduct and environmental protection.
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 OVERVIEW
EXERCISING COMMON SENSE

• Never engage in behavior that harms the

reputation of the Company. If you wouldn’t
want to tell your parents or your children
about your action – or wouldn’t want to read
about it in a newspaper – don’t do it.
• Some situations may seem ambiguous.
Exercise caution when you hear yourself or
someone else say, “Everybody does it” or “No
one will ever know.”
• The most important message is this: When you
are uncertain about any situation, ask for
guidance.
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 YOUR RESPONSIBILITIES
ASKING FOR GUIDANCE
If you want to ask a question about, or report violations of, the
Code of Business Conduct or any other ethics or compliance issue,
you have several resources.
• Contact EthicsLine by phone or through a secured Internet site 24
hours a day, seven days a week. You can report anonymously if you
wish. If calling from outside the United States and Canada, use the
international access codes found on the EthicsLine website.

866-790-5579 www.KOethics.com
• You also can seek guidance from, or report violations to, your
management, or responsible employees in Finance, Legal, Strategic
Security or the Ethics & Compliance Office.
In all cases, employees will not be subject to retaliation or other adverse
consequence for reporting any potential Code violation or other
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compliance issue.
 SUBJECT MATTERS UNDER
the CODE

• Conflicts of Interest
• Financial Records
• Use of Company Assets
• Working with Customers and Suppliers
• Working with Governments
• Protecting Information

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 CONFLICTS of INTEREST

• Avoid situations where your personal interests

conflict, or appear to conflict, with those of the
Company.
• You may own up to 1% of the stock in a competitor,
customer or supplier without seeking prior approval
from your Principal Manager so long as the stock is in
a public company and you do not have discretionary
authority in dealing with that company.
• If you have a financial interest in a transaction
between the Company and a third party, that interest
must be approved by your Principal Manager prior to
the transaction.

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 PRINCIPAL MANAGER

• Who is my Principal Manager?

• Your Principal Manager is your Division

President, Group President, Corporate
function head, or the General Manager of your
operating unit.

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 CONFLICTS of INTEREST

The action: • If the spouse of an employee works as a consultant to

the Company, is this a violation of the Code?

The decision: • Maybe. If you have a financial interest in a transaction

between the Company and a third party – even an
indirect interest through, for example, a family
member – that interest generally must be approved by
your Principal Manager prior to the transaction.
• However, if you only have a financial interest in a
supplier or customer because someone in your family
works there, then you do not need to seek prior
approval unless you deal with the supplier or customer
or your family member deals with the company.
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 CONFLICTS of INTEREST

The action: • One of the vendors my department uses is a business

owned by my cousin. Do I need to follow any special
procedure in making purchases from the vendor?

The decision: • Yes. You should advise your manager of the

relationship. It is essential that vendors be treated
fairly and honestly, and the mere fact of the
relationship may cause other vendors to believe that
your relative is being treated preferentially. Your
manager may therefore choose to have another person
manage the purchases, may have another person
review all of the transactions, or may locate another
vendor.

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 CONFLICTS of INTEREST
The action: • Can an employee own stock in a company that is a
customer, supplier or competitor of The Coca-Cola
Company?
The decision: • Yes. You may own up to 1% of the stock of a
competitor, customer or supplier without seeking prior
approval from your Principal Manager, as long as the
stock is in a public company and you do not have
discretionary authority in dealing with that company.
• If you want to purchase more than 1% of the stock in
a customer, competitor or supplier, or the company is
non-public, or you have discretionary authority in
dealing with the company, then you may purchase the
stock only with prior approval of your Principal
Manager. 10
 FINANCIAL RECORDS

• Every Company financial record―including time

sheets, sales records and expense reports―must be
accurate, timely and in accordance with the law.
• Always record and classify transactions in the proper
accounting period and in the appropriate account and
department. Delaying or prepaying invoices to meet
budget goals is a violation of the Code.
• Never falsify any document or distort the true nature
of any transaction.
• All reports made to regulatory authorities must be full,
fair, accurate, timely and understandable.

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 FINANCIAL RECORDS
The action: • An Account Executive asks the bottler in his region to
overstate unit case volume in March of 2002 by
25,000 cases and to reverse this overstatement in April
so that full year reporting is not affected. Has the
Code been violated?

The decision: • Yes. Intentional misclassification of transactions

between accounting periods is a violation of the Code.
The Account Executive should be disciplined under
the Code for asking the bottler to misreport
information relied upon by the Company’s
management, shareholders and others.

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 FINANCIAL RECORDS

The action: • I am an accounting clerk and over the last few months
I have noticed that one of the sales office staff has
purchased two televisions and charged them to repairs
and maintenance expense. The invoices have been
approved, but based on what I normally see, this looks
suspicious. What should I do?

The decision: • Promptly report your suspicions to one of the

Company’s ethics resources. Even if the purchases
were appropriate, they were charged to the incorrect
account. If the intent was to misclassify rather than a
simple error, the Code has been violated.

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 FINANCIAL RECORDS

The action: • You are a Division I/S Manager and have recently
purchased and received several computer supplies
during December. The Division Finance Manager has
requested that you call the suppliers to delay invoicing
the goods to the following year. What should you do?

The decision: • Do not do it, and report both issues to one of the
Company’s ethics resources. Should you fail to report
the request, you also will be in violation of the Code.

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 FINANCIAL RECORDS

The action: • Two days before month-end I have sold my sales

budget. I think I can sell and deliver more cases over
the next two days and hold the invoices to get a jump
start on the next month. What should I do?

The decision: • Don’t even think about it. Holding the invoices for
product physically delivered would be a violation of
the Code. All transactions should be recorded in the
proper period.

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 FINANCIAL RECORDS

The action: • I was traveling in another city and was scheduled to

eat dinner with a customer. At the last minute, the
customer cancelled. I called a friend from college and
had dinner with him instead. If I submit the receipt
for both of our dinners and list the name of the
customer I was scheduled to meet on my expense
report, is this a violation of the Code?

The decision: • Yes. Intentional misrepresentation of expenses is a

violation of the Code.

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 FINANCIAL RECORDS

The action: • While making a sale, my customer demanded that I

change:
• the description of the product/service rendered,
• the price actually paid to a higher value, and
• the location to which the product/service was delivered to
another country.
• He advised me that if I do not make these changes he will not
buy anything more from the Company. What should I do?
The decision: • Under no circumstances should you agree to the
demand. Such misrepresentation could be illegal and
the document could be used to carry out an illegal
activity. It also violates the Code as an intentionally
misleading entry. Immediately advise the person to
whom you report.
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 FINANCIAL RECORDS
The action: • I am a route driver and I saw a colleague steal
cash from a customer sale and cover the theft
by altering the invoice. I do not report the
matter to my supervisor. How many times has
the Code been violated?

The decision: • Three times.

• First, theft of cash or product.
• Second, altering Company records such as
invoices.
• Third, failure to report a Code violation is in itself
a violation of the Code.
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 USE of COMPANY ASSETS

• You may not use the Company’s assets for your

personal benefit or the benefit of anyone other than
the Company.
• Company assets include your time at work and work
product, as well as the Company’s equipment and
vehicles, computers and software, Company
information, and trademarks and name.
• Misuse of Company assets may be considered theft
and result in termination or criminal prosecution or
both.

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 USE of COMPANY ASSETS

• You must have permission from your Principal

Manager before you use any Company
asset―including information, work product or
trademark―outside of your Company responsibilities.
• Before accepting payment for speeches or
presentations related to the Company or your work at
the Company, always get your Principal Manager’s
approval.
• Company computer systems and equipment are meant
for Company use only. For example, they should
never be used for outside businesses, illegal activities,
gambling or pornography.

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 USE of COMPANY ASSETS

The action: • A plant operations manager used her

Company phone and cell phone for personal
calls excessively. Is this a violation of the
Code?
The decision:

• Yes. It may not sound like much, but the

Company’s losses in work time and phone
charges totaled thousands of dollars. She was
disciplined.

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 USE of COMPANY ASSETS

The action: • An Account Executive had a friend who

wanted to borrow a list of Company e-mail
addresses. The friend wanted to send e-mail
solicitations for his business to Company
employees. May the AE give her friend the
list?

The decision: • No. Unauthorized sharing of Company

information such as e-mail addresses is a
misuse of Company assets.

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 USE of COMPANY ASSETS

The action: • An I/S manager received a call from a software

vendor with whom she works, asking if she would
come speak to the vendor’s employees about system
development. The vendor offered the manager a $300
honorarium for the talk. May the manager accept the
offer?

The decision:
• Not without Principal Manager approval. The offer
raises issues of both a potential conflict of interest
(accepting money from a vendor), and use of
Company assets, if the talk would involve the
manager’s work at the Company.

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 USE of COMPANY ASSETS

The action: • A manager persistently asked his administrative

assistant to take care of the manager’s personal
business on Company time, such as picking up dry
cleaning, balancing his checkbook and shopping for
personal gifts, and thereby consistently kept the
assistant from completing her work duties. Is there
any problem under the Code?

The decision: • Yes. A worker’s time is a Company asset. While it

may make sense at times to ask an assistant to take
care of a personal matter to allow the manager to
attend to Company business, persistent requests that
prevent the assistant from completing her job is a
misuse of assets.
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 WORKING with
CUSTOMERS & SUPPLIERS

• Avoid personal financial transactions with customers

and suppliers that may influence your ability to
perform your job.
• The Code prohibits employees from accepting lavish
gifts or entertainment from customers or suppliers. If
you are uncertain whether a gift is lavish, seek prior
written approval from your Principal Manager.
• Gifts and entertainment for customers, potential
customers and suppliers must support the legitimate
business interests of the Company and should be
reasonable and appropriate under the circumstances.

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 WORKING with
CUSTOMERS & SUPPLIERS
The action: • I have become good friends with one of my vendors
that we buy from regularly. Does the Code prevent
me from purchasing from this vendor?

The decision: • No. The mere fact that you are friends with a vendor
does not prohibit you from business dealings.
However, the Code requires that you avoid situations
where your personal interests conflict with or have the
appearance of conflicting with those of the Company.
Therefore, avoid giving preferential treatment to the
friend. Ask your manager for guidance if you remain
uncertain.

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 WORKING with
CUSTOMERS & SUPPLIERS
The action: • One of the Company’s best customers has just
offered me four tickets to the Super Bowl.
Can I accept them?

The decision: • Such an expensive gift probably is lavish

under the Code. Before accepting such a gift,
seek approval from your Principal Manager.

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 WORKING with
CUSTOMERS & SUPPLIERS
The action: • What if I participate in a business related golf
tournament and win first prize or get a hole in one and
win a car or a cruise. Does the Company’s Code
mean I cannot accept it?

The decision: • No. A prize resulting from a legitimate test of skill or

luck is not a gift as contemplated by the Code. This
answer assumes the prize would be available to a large
number of people. For example, receiving a prize for
the lowest tournament score is appropriate only if a
large number of people participated in the tournament.

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 WORKING with
CUSTOMERS & SUPPLIERS
The action: • My job often calls for entertaining customers or potential
customers, which might include giving tickets to sports or arts
events, buying dinner and accompanying these persons to the
events. Does our Code allow this?

The decision: • Yes, it is appropriate for us to use dinners, sporting and cultural
events to develop, improve and strengthen business relationships.
However, gifts and entertainment for customers, potential
customers and suppliers must support the legitimate business
interests of the Company and should be reasonable and
appropriate under the circumstances.
• Also, be sensitive to our customers' and suppliers' own rules on
receiving gifts and entertainment.

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 WORKING with GOVERNMENTS

• Conducting business with governments is not

the same as conducting business with private
parties. These transactions often are covered
by special legal rules.

• Consult Company legal counsel to be certain

that you are aware of any such rules. You
must have approval of Company legal counsel
before providing anything of value to a
government official.

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 WORKING with GOVERNMENTS
• The Company prohibits the payment of bribes to
government officials.
• A bribe is giving or offering to give anything of value
to a government official to influence a discretionary
decision.
• In some countries it may be customary at times to pay
government employees for performing their required
duties. These facilitating payments are small sums
paid to facilitate or expedite routine,
non-discretionary government actions, such as
obtaining phone service or an ordinary license.
• All facilitating payments must be approved in advance
by Company legal counsel and recorded
appropriately. 31
 WORKING with GOVERNMENTS

The action: • A Company employee is hiring a consultant. If the

consultant pays a bribe to a government official, has
the Code been violated?

The decision: • Yes, if the Company employee had reason to believe

the consultant was going to pay a bribe.
• Employees should investigate in advance of
engagement any consultant who will be interacting
with the government on behalf of the Company.

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 WORKING with GOVERNMENTS

The action: • An employee is traveling in Nigeria and is asked by

military personnel to make a facilitating payment
prior to being allowed across a bridge. Does the Code
require approval from Company legal counsel prior to
making the payment?

The decision: • Payments to government officials would normally

require prior approval from Company legal counsel,
but where an employee’s personal safety is at risk, the
payment may be made without approval.
• Nonetheless, payments of this type should be reported
to Company legal counsel directly or through the
quarterly facilitating payment report.
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 WORKING with GOVERNMENTS

The action: • If an employee invites a newspaper reporter to visit

the Atlanta Office Complex and provides
transportation and lodging to show appreciation for an
article discussing the Company and the soft drink
industry favorably, has the employee violated the
Code?

The decision: • If the reporter is a government official or employee, it

might violate the Code unless Company legal counsel
approves of the invitation.

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 WORKING with GOVERNMENTS

The action: • Who is a “government official”?

The decision: • “Government officials” are employees of any

government anywhere in the world, even low-ranking
employees or employees of government-owned or
controlled entities. The term “government officials”
also includes political parties and candidates for
political office.
• It is your obligation to understand whether someone
you deal with is a government official. When in doubt,
consult Company legal counsel.

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 PROTECTING INFORMATION

• You should not share the Company’s nonpublic

information with anyone outside the Company unless
it is necessary as part of your work responsibilities.

• Nonpublic information is any information that has not

been disclosed or made available to the general public.
This may include financial or technical data, plans for
acquisitions or divestitures, new products, inventions
or marketing campaigns, personal information about
employees, major contracts, expansion plans,
financing transactions, major management changes
and other corporate developments.

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 PROTECTING INFORMATION

• Trading in stocks or securities based on

nonpublic information, or providing nonpublic
information to others so that they may trade, is
illegal and may result in prosecution.

• We respect the nonpublic information of other

companies. If you have any questions about
obtaining or using nonpublic information of
other companies, contact Company legal
counsel for guidance.

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 PROTECTING INFORMATION

The action: • I am not an officer of the company, but I became

aware of a major transaction involving the Company
that has not been publicly announced. Is it
permissible for me to trade in the Company’s stock or
pass along the information to someone else?

The decision: • No. You are prohibited from trading in the

Company’s stock when you are in possession of
confidential material information concerning the
Company regardless of your status with the Company,
and you may not pass along such information to
anyone else. You do not have to be an officer or
director to be guilty of “insider trading.”

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 PROTECTING INFORMATION

The action: • I recently heard a presentation on a new e-commerce

strategy that the Company has not publicly
announced. I would like to share this information
with individuals who work for a non-competing
business. Is it okay?
The decision:
• No. Confidential information includes any
information that the Company has not publicly
announced. Sharing information–including marketing
or business strategies–with people, outside or inside
the Company, who do not have a need to know can be
just as damaging as sharing confidential technical or
financial information. This includes conversations
with suppliers or competitors at trade shows or other
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meetings.
 PROTECTING INFORMATION

The action: • A Company attorney was traveling with a colleague

on a plane to Argentina to work on a case. They began
to discuss the particulars of the case when one of them
noticed a man across the aisle listening intently and
taking notes. What should they do?

The decision: • They decided it was time to drop the subject. It's never
a good idea to discuss Company matters in public
where others might hear and take advantage of the
information.

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 PROTECTING INFORMATION

The action: • After an important competitor held a meeting at a

hotel, a hotel security guard offered a tape recording
of the meeting to a Company employee. The
employee wasn’t sure what to do, so he took the tape
to his manager. Was this the right thing to do?

The decision: • The Company employee should never have taken

possession of the tape. No one listened to the tape,
and the employee’s manager promptly returned it. But
even so, the competitor learned of the situation and
brought a claim against the Company.

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 ADMINISTRATION of THE CODE
REPORTING VIOLATIONS
If you want to ask a question about, or report violations of, the
Code of Business Conduct or any other ethics or compliance issue,
you have several resources.
• Contact EthicsLine by phone or through a secured Internet site 24
hours a day, seven days a week. You can report anonymously if you
wish. If calling from outside the United States and Canada, use the
international access codes found on the EthicsLine website.

866-790-5579 www.KOethics.com
• You also can seek guidance from, or report violations to, your
management, or responsible employees in Finance, Legal, Strategic
Security or the Ethics & Compliance Office.
In all cases, employees will not be subject to retaliation or other adverse
consequence for reporting any potential Code violation or other
42
compliance issue.
 ADMINISTRATION of THE CODE
REPORTING VIOLATIONS

The action: • My supervisor just told me to do something that

clearly violates the Code. This is the third time he has
told me, and I believe I will lose my job if I don’t do
as ordered. What will happen if I do as ordered and
get caught? Will the fact that my supervisor ordered
me serve as a justification?

The decision: • Following orders that would result in a violation of

the Code is not a justification. Not only should you
refuse to carry out the direction, you must report the
incident. You will suffer no reprisal for refusing
the order, or for reporting the incident.

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 ADMINISTRATION of THE CODE
DISCIPLINE

• What discipline will the Company impose for a Code violation?

• The Company strives to impose discipline for each Code

violation that fits the nature and particular facts of the violation.
• The Company generally will issue warnings or letters of
reprimand for less significant, first-time offenses. Violations of a
more serious nature may result in suspension without pay,
demotion, loss or reduction of bonus or option awards, or any
combination.
• Termination of employment generally is reserved for conduct
such as theft or other violations amounting to a breach of trust, or
for cases where a person has engaged in multiple violations.

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ADMINISTRATION of THE CODE
INQUIRIES

• I have read the Code of Business Conduct, but

it doesn’t answer my question. What should I
do?

• You can contact:

• EthicsLine at 866-790-5579 or www.KOethics.com,
• your management,
• responsible employees in Finance, Legal or Strategic
Security or
• the Ethics & Compliance Office at
404-676-5579 or compliance@na.ko.com.
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 SUMMARY

• Employees must follow the law wherever they are around the world.
• Employees must avoid conflicts of interest. Be aware of appearances.
• Financial and management records–both for internal activities and
external transactions–must be timely and accurate.
• Company assets–including computers, materials and work time–must
not be used for personal benefit.
• Customers and suppliers must be dealt with fairly and at arm’s
length.
• Employees must never attempt to bribe or improperly influence a
government official.
• Employees must safeguard the Company’s nonpublic information.
• Violations of the Code include asking other employees to violate the
Code, not reporting a Code violation or failing to cooperate in a
Code investigation.
• If you have questions about any situation, ask. Always ask.
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QUESTIONS?

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