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 isn’t a catalogue of workplace rules. • The Company has policies in such areas as 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 4 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. • 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 for a supplier to the Company, is this a violation of the Code? • 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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The decision:

CONFLICTS of INTEREST
The action:

• In my job as dispatcher, I assign loads to a trucking company owned by my cousin. Do I need to follow any special procedure? • Yes. Advise your manager. • 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 transactions, or may locate another vendor.
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The decision:

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.

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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 employee left work early, but asked a friend to clock her out at her regular shift end time. Did the employee or her coworker violate the Code? • Yes. Time records are considered Company financial records. Both employees violated the Code.

The decision:

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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? • 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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The decision:

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? • Three times.
• First, theft of cash or product. • Second, altering Company records such as

The decision:

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 • the Company’s equipment and vehicles • the Company’s 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. • 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 employee put a case of product in the trunk of his car while no one was looking. He figured this was no big deal, as the cost to the Company was small and he deserved this treat for all his hard work. Did the employee violate the Code? • Yes. This is theft of Company assets, and the employee was discharged.
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The decision:

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? • No. Unauthorized sharing of Company information such as e-mail addresses is a misuse of Company assets.
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The decision:

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.
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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? • 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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The decision:

WORKING with CUSTOMERS & SUPPLIERS
The action:

• What if I participate in a customer or supplier sponsored contest and win a television or a vacation. Does the Company’s Code mean I cannot accept it? • No. A prize resulting from a legitimate test of skill or luck is not a gift as contemplated by the Code.

The decision:

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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. • You must have approval of Company legal counsel before providing anything of value to a government official. • The Company prohibits the payment of bribes to government officials.
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WORKING with GOVERNMENTS
• Who is a “government official”? • “Government officials” are employees of any government anywhere in the world, even lowranking employees or employees of government-owned or controlled entities. The term “government officials” also includes political parties and candidates for political office.
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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 includes:
• financial or technical data • new products, product ingredients and formulations • personal information about employees • expansion plans

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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 became aware of a major new product launch that has not been publicly announced. Is it permissible for me to trade in the Company’s stock based on this information or pass along the information to someone else? • No. You are prohibited from trading in the Company’s stock when you are in possession of confidential material information concerning 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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The decision:

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 27 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? • 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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The decision:

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 or termination. 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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