UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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o Preliminary Proxy Statement

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þ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to ~~§240.14a-12~~§240.14a-12

TheCoca-Cola Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ATLANTA, GEORGIA

MUHTAR KENT

CHAIRMAN OF THE BOARD AND

CHIEF EXECUTIVE OFFICER

March ~~5, 2010~~10, 2011

Dear Shareowner:

I ~~would like to extend a personal invitation for~~hope you towill join usour Board of Directors and senior leadership at our 2011 Annual Meeting of Shareowners inCoca-Cola’s headquarters city and birthplace, Atlanta. This year’s meeting will be a special gathering because it will give us an opportunity to proudly celebrate our 125th anniversary.

The meeting will take place on ~~Wednesday,~~ April ~~21, 2010,~~27, 2011, at 9:1:00 ~~a.m.~~p.m., local time, at the ~~Gwinnett Center, Grand Ballroom, 6400 Sugarloaf~~Cobb Galleria Centre, Two Galleria Parkway, ~~Duluth,~~Atlanta, Georgia ~~30097. Duluth is located in~~30339. The attached Notice of Annual Meeting of Shareowners and Proxy Statement contain details of the ~~Atlanta metropolitan area.~~business to be conducted at the meeting.

AtYou will see some changes this ~~year’s meeting,~~year as a result of our continuing effort to more simply and effectively explain the matters to be addressed at our meeting. We are committed to providing clear information to you about corporate governance, executive compensation and other aspects of our Company. For example, we have simplified the Compensation Discussion and Analysis that begins on page 50 in order to more clearly explain our executive compensation policies and practices and how executive pay is linked to performance. In addition, we have introduced a shareowner forum that will ~~be asked~~enable you to ~~vote on~~learn more about our Company, participate in a shareowner survey and submit questions in advance of the ~~election of 14 Directors, ratification of Ernst & Young LLP’s appointment as independent auditors, and four proposals of shareowners.~~meeting. See page 123 for more details.

~~Attached you will find a notice of meeting and proxy statement that contain further~~We have also sought to demonstrate why we believe the candidates for Director are the right people to represent you. We believe it is important to provide detailed information about ~~these items~~the qualifications of our Director candidates and why their particular qualifications are important to our business. Beginning on page 17, we have detailed the ~~meeting itself, including:~~

~~• how~~factors that we believe are key to ~~obtain an admission card, if you plan~~ensuring the Director candidates are able to ~~attend; and~~

~~• different methods you can use to vote~~effectively represent your ~~proxy, including the telephone and Internet.~~

If you are unable to attend the meeting in person, you may view the meeting on the web. Instructions on how to view the live webcast are set forth in the accompanying proxy statement. You cannot record your vote on this website.interests.

Your vote is very important to us and to our business. I encourage you to sign and return your proxy card, or use telephone or Internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend. Instructions on how to vote are found beginning on page 2.

I hope to see you at the meeting. However, if you are unable to attend in person, please consider accessing our shareowner forum and viewing a live webcast of the event. Instructions on how to view the live webcast appear on page 3.

Muhtar Kent

NOTICE OF ANNUAL MEETING OF SHAREOWNERS

TO THE OWNERS OF COMMON STOCK
OF THECOCA-COLA ~~COMPANY~~COMPANY:

The Annual Meeting of Shareowners of TheCoca-Cola Company (the “Company”) will be held at the ~~Gwinnett Center, Grand Ballroom, 6400 Sugarloaf~~Cobb Galleria Centre, Two Galleria Parkway, ~~Duluth,~~Atlanta, Georgia ~~30097,~~30339, on Wednesday, April ~~21, 2010,~~27, 2011, at 9:1:00 ~~a.m.~~p.m., local time. The purposes of the meeting are:


	1.	to elect 1415 Directors identified in the accompanying proxy statement to serve until the ~~2011~~2012 Annual Meeting of Shareowners;

	2.	to ratify the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the ~~2010~~2011 fiscal year;

	3.	to approve the performance measures available under the Performance Incentive Plan ofThe Coca-Cola Company to preserve the tax deductibility of the awards;

	4.	to approve the performance measures available under TheCoca-Cola Company 1989 Restricted Stock Award Plan to preserve the tax deductibility of the awards;

	5.	to hold an advisory vote on ~~four proposals submitted by shareowners~~executive compensation (the “say on pay vote”);

	6.	to hold an advisory vote on the frequency of holding the say on pay vote in the future;

	7.	to vote on one shareowner proposal if properly presented at the meeting; and

	4.8.	to transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

The Board of Directors set February ~~22, 2010~~28, 2011 as the record date for the meeting. This means that owners of record of shares of Common Stock of the Company atas of the close of business on that date are entitled to:


	•	receive this notice of the meeting; and

	•	vote at the meeting and any adjournments or postponements of the meeting.

We will make available a list of shareowners of record as of the close of business on February ~~22, 2010~~28, 2011 for inspection by shareowners for any purpose germane to the meeting during normal business hours from April 915 through April ~~20, 2010~~26, 2011 at the Company’s principal place of business, OneCoca-Cola Plaza, Atlanta, Georgia 30313. This list also will be available to shareowners for any such purpose at the meeting.

By Order of the Board of Directors

~~Carol Crofoot Hayes~~Gloria K. Bowden
Associate General Counsel
and Secretary

Atlanta, Georgia

March ~~5, 2010~~10, 2011

We urge each shareowner to promptly sign and return the enclosed proxy card or to use telephone or Internet voting. See our questions and answers about the meeting and voting section for information about voting by telephone or Internet, how to revoke a proxy, and how to vote shares in person.

THECOCA-COLA COMPANY
OneCoca-Cola Plaza
Atlanta, Georgia 30313

March ~~5, 2010~~10, 2011

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREOWNERS
TO BE HELD APRIL ~~21, 2010~~27, 2011

Our Board of Directors (the “Board”) is furnishing you this proxy statement to solicit proxies on its behalf to be voted at the ~~2010~~2011 Annual Meeting of Shareowners of TheCoca-Cola Company (the “Company”). The meeting will be held at the ~~Gwinnett Center, Grand Ballroom, Duluth,~~Cobb Galleria Centre, Two Galleria Parkway, Atlanta, Georgia 30339 on April ~~21, 2010,~~27, 2011, at 9:1:00 ~~a.m.~~p.m., local time. The proxies also may be voted at any adjournments or postponements of the meeting.

The mailing address of our principal executive offices is TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. We are first furnishing the proxy materials to shareowners on March ~~5, 2010.~~10, 2011.

All properly executed written proxies, and all properly completed proxies submitted by telephone or Internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of Common Stock of the Company (the “Common Stock”) atas of the close of business on February ~~22, 2010,~~28, 2011, the record date, are entitled to notice of and to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of Common Stock held. On February ~~22, 2010,~~28, 2011, the record date, there were ~~2,305,123,938~~2,295,128,449 shares of Common Stock issued and outstanding.

QUESTIONS AND ANSWERS ABOUT
THE MEETING AND VOTING


1.	What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated three of our officers as proxies for the ~~2010~~2011 Annual Meeting of Shareowners. These three officers are Alexander B. Cummings, Jr., Gary P. Fayard and Geoffrey J. Kelly.


2.	What is a proxy statement?

It is a document that Securities and Exchange Commission (“SEC”) regulations require us to give you when we ask you to sign a proxy card designating Alexander B. Cummings, Jr., Gary P. Fayard and Geoffrey J. Kelly as proxies to vote on your behalf.


3.	What is the difference between holding shares as a shareowner of record and as a beneficial shareowner?

If your shares are registered directly in your name with the Company’s registrar and transfer agent, Computershare Trust Company, N.A., you are considered a shareowner of record with respect to those shares.

If your shares are held in a brokerage account or bank, you are considered the “beneficial owner” of those shares.


4.	How do I attend the meeting? What do I need to bring?

You need to bring documentation showing that you owned Common Stock on the record date, of February ~~22, 2010.~~28, 2011. If you are a shareowner of record and received your proxy materials by mail, your admission ticket is attached to your proxy card. If you received your proxy materials bye-mail and voted your shares electronically via the Internet, you can print an admission ticket after you have voted by clicking on the link provided.

If you are a beneficial owner, bring the notice or voting instruction form you received from your bank, brokerage firm or other nominee for admission to the meeting. You also may bring your brokerage statement reflecting your ownership of Common Stock as of February ~~22, 2010~~28, 2011 with you to the meeting. Please note that upon admittance to the meeting,you will not be able to vote your shares at the meeting without a legal proxy, as described in the response to question 5.

You also will need to bring a photo ID to gain admission.

Please note that cameras, sound or video recording equipment, cellular telephones, ~~blackberries~~smartphones or other similar equipment, electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.


5.	How can I vote at the meeting if I am a beneficial owner?

You will need to ask your broker, bank or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot

that will be provided to you at the meeting. You will not be able to vote your shares at the meeting without a legal proxy.

Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

If you do not receive the legal proxy in time, you can follow the procedures described in the response to question 4 to gain admission to the meeting. However, you will not be able to vote your shares at the meeting.


6.	What shares are included on the proxy card?

If you are a shareowner of record you will receive only one proxy card for all the shares of Common Stock you hold:


	•	in certificate form;

	•	in book-entry form; and

	•	in any Company benefit plan.

If you hold shares of Common Stock in any Company benefit plan and do not vote your shares or specify your voting instructions on your proxy card, the administrators of the benefit plans will not vote your benefit plan shares.To allow sufficient time for voting by the administrators, your voting instructions must be received by April ~~16, 2010.~~22, 2011.


7.	How can I view the live webcast of the meeting?

~~You can~~To view the live webcast of the meeting, ~~by visiting~~visit our website atwww.thecoca-colacompany.com,click on “Investors”, click on “Investor Webcasts”, and click on the link to the webcast. An archived copy of the webcast will be available until May ~~21, 2010.~~31, 2011.

We have included ~~the~~our website address for reference only. The information contained on our website is not incorporated by reference into this proxy statement.

Shareowners may also access the webcast through our shareowner forum located atwww.theinvestornetwork.com/forum/KO. In order to log in to the shareowner forum, you must have your control number, which can be found on your notice or proxy card.


8.	What different methods can I use to vote?

By Written Proxy. All shareowners of record can vote by written proxy card. If you are a beneficial owner, you ~~will receive~~may request a written proxy card or a vote instruction form from your bank or broker.

By Telephone or Internet. All shareowners of record also can vote by touchtone telephone from the U.S., Puerto Rico and Canada, using the toll-free telephone number on the proxy card, or through the Internet, using the procedures and instructions described on the proxy card. Beneficial owners may vote by telephone or Internet if their bank or broker makes those methods available, in which case the bank or broker will ~~enclose~~include the instructions with the proxy materials. Shareowners may also vote through the Internet via our shareowner forum located atwww.theinvestornetwork.com/forum/KO. The telephone and Internet voting procedures are designed to authenticate shareowners’

identities, to allow shareowners to vote their shares, and to confirm that their instructions have been recorded properly.

In Person. All shareowners of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response to question 5.


9.	What is the record date and what does it mean?

The record date for the ~~2010~~2011 Annual Meeting of Shareowners is February ~~22, 2010.~~28, 2011. The record date is established by the Board as required by the Delaware General Corporation Law (“Delaware Law”) and the Company’s By-Laws. Owners of record of Common Stock atas of the close of business on the record date are entitled to:


	•	receive notice of the meeting; and

	•	vote at the meeting and any adjournments or postponements of the meeting.


10.	What can I do if I change my mind after I vote my shares?

Shareowners can revoke a proxy prior to the completion of voting at the meeting by:


	•	giving written notice to the Office of the Secretary of the Company;

	•	delivering a later-dated proxy; or

	•	voting in person at the meeting(unless you are a beneficial owner without a legal proxy, as described in the response to question 5).


11.	Are votes confidential? Who counts the votes?

We will continue our long-standing practice of holding the votes of all shareowners in confidence from Directors, officers and employees except:


	•	as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company;

	•	in the case of a contested proxy solicitation;

	•	if a shareowner makes a written comment on the proxy card or otherwise communicates his or her vote to management; or

	•	to allow the independent inspectors of election to certify the results of the vote.

We also will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results.


12.	What are my voting choices when voting for Director nominees identified in this proxy statement, and what vote is needed to elect Directors?

In the vote on the election of 1415 Director nominees identified in this proxy statement to serve until the ~~2011~~2012 Annual Meeting of Shareowners, shareowners may:


	•	vote in favor of all nominees;

	•	vote in favor of specific nominees;

	•	vote against all nominees;


	•	vote against specific nominees;

	•	abstain from voting with respect to all nominees; or

	•	abstain from voting with respect to specific nominees.

Directors will be elected by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote FOR each of the nominees.

~~13. What are my voting choices when voting on the ratification of the appointment of Ernst &~~
~~Young LLP as independent auditors, and what vote is needed to ratify their appointment?~~


13.	What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as independent auditors, and what vote is needed to ratify their appointment?

In the vote on the approval of the appointment of Ernst & Young LLP as independent auditors, shareowners may:


	•	vote in favor of the ratification;

	•	vote against the ratification; or

	•	abstain from voting on the ratification.

The proposal to ratify the appointment of Ernst & Young LLP as independent auditors will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote FOR the ratification.


14.	What are my voting choices when voting on ~~each~~the approval of the performance measures available under the Performance Incentive Plan of TheCoca-Cola Company (the “Performance Incentive Plan”) to preserve the tax deductibility of the awards, and what vote is needed to approve the performance measures?

In the vote on the approval of the performance measures available under the Performance Incentive Plan to preserve the tax deductibility of the awards, shareowners may:


	•	vote in favor of approving the performance measures;

	•	vote against approving the performance measures; or

	•	abstain from voting on the approval of the performance measures.

The proposal to approve the performance measures available under the Performance Incentive Plan will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote FOR the approval of the performance measures available under the Performance Incentive Plan to preserve the tax deductibility of the awards.


15.	What are my voting choices when voting on the approval of the performance measures available under TheCoca-Cola Company 1989 Restricted Stock Award Plan (the “1989 Restricted Stock Plan”) to preserve the tax deductibility of the awards, and what vote is needed to approve the performance measures?

In the vote on the approval of the performance measures available under the 1989 Restricted Stock Plan to preserve the tax deductibility of the awards, shareowners may:


	•	vote in favor of approving the performance measures;

	•	vote against approving the performance measures; or

	•	abstain from voting on the approval of the performance measures.

The proposal to approve the performance measures available under the 1989 Restricted Stock Plan will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote FOR approval of the performance measures available under the 1989 Restricted Stock Plan to preserve the tax deductibility of the awards.


16.	What are my voting choices when voting on the advisory proposal on executive compensation (the “say on pay vote”), and what vote is needed to approve the say on pay vote?

In the advisory proposal on executive compensation, shareowners may:


	•	vote in favor of the advisory proposal;

	•	vote against the advisory proposal; or

	•	abstain from voting on the advisory proposal.

The favorable vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting will be required for the approval, on an advisory basis, of the say on pay vote. As an advisory vote, this proposal is not binding upon the Company. However, the Compensation Committee, which is responsible for designing and administering the Company’s executive compensation program, values the opinions expressed by shareowners and will consider the outcome of the vote when making future compensation decisions.

The Board recommends a vote FOR the advisory vote on executive compensation.


17.	What are my voting choices when voting on the advisory proposal on the frequency of holding the say on pay vote, and what vote is needed to approve the frequency of holding the say on pay vote?

In the advisory proposal on the frequency of holding the say on pay vote, shareowners may:


	•	vote for holding the say on pay vote every year;

	•	vote for holding the say on pay vote every two years;

	•	vote for holding the say on pay vote every three years; or

	•	abstain from voting on the advisory proposal.

The favorable vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting will be required for the approval, on an advisory basis, of

the frequency of holding the say on pay vote in the future. As an advisory vote, this proposal is not binding upon the Company. The Board will consider the outcome of the vote when determining the frequency of holding the say on pay vote. While the Board is making a recommendation with respect to this proposal, shareowners are being asked to vote on the choices specified above, and not whether they agree or disagree with the Board’s recommendation.

The Board recommends a vote for holding the say on pay vote EVERY YEAR at the Annual Meeting of Shareowners.


18.	What are my voting choices when voting on the shareowner proposal, if properly presented at the meeting, and what vote is needed to approve ~~any of~~ the shareowner ~~proposals?~~proposal?

A ~~separate~~ vote will be held on ~~each of the four~~one shareowner ~~proposals that is~~proposal if properly presented at the meeting. In voting on ~~each of~~ the ~~proposals,~~proposal, shareowners may:


	•	vote in favor of the proposal;

	•	vote against the proposal; or

	•	abstain from voting on the proposal.

In order to be approved, ~~each~~the shareowner proposal will require approval by a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the meeting.

The Board recommends a vote AGAINST ~~each of~~ the ~~four~~ shareowner ~~proposals.~~proposal.


~~15.~~19.	What if I am a shareowner of record and do not specify a choice for a matter when returning a proxy?

Shareowners should specify their choice for each matter on the ~~enclosed~~ proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:


	•	FOR the election of all Director nominees as set forth in this proxy statement;

	•	FOR the proposal to ratify the appointment of Ernst & Young LLP as independent auditors;

	•	FOR the proposal to approve the performance measures available under the Performance Incentive Plan to preserve the tax deductibility of the awards;

	•	FOR the proposal to approve the performance measures available under the 1989 Restricted Stock Plan to preserve the tax deductibility of the awards;

	•	FOR the advisory proposal on executive compensation;

	•	for holding the say on pay vote EVERY YEAR at the Annual Meeting of Shareowners; and

	•	AGAINST ~~each of~~ the shareowner ~~proposals that is properly presented at the meeting.~~proposal.


~~16.~~20.	What if I am a beneficial owner and do not give voting instructions to my broker?

As a beneficial owner, in order to ensure your shares are voted in the way you would like, youmustprovide voting instructions to your bank, broker or other nominee by the deadline provided in

the materials you receive from your bank, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be voted by such person depends on the type of item being considered for vote.

Non-Discretionary Items. The election of Directors, approval of the performance measures available under the Performance Incentive Plan, approval of the performance measures available under the 1989 Restricted Stock Plan, advisory say on pay vote, advisory vote on the frequency of holding the say on pay vote and approval of the shareowner ~~proposals~~proposal are non-discretionary items andmay notbe voted on by brokers, banks or other nominees who have not received specific voting instructions from beneficial owners.

Discretionary Items. The ratification of the appointment of ~~the~~Ernst & Young LLP as independent ~~registered public accounting firm~~auditors is a discretionary item. Generally, brokers, banks and other nominees that do not receive voting instructions from beneficial owners may vote on this proposal in their discretion.


~~17.~~21.	How are abstentions and broker non-votes counted?

Abstentions and broker non-votes are included in determining whether a quorum is present, but will not be included in vote totals and will not affect the outcome of the vote on any matter.


~~18.~~22.	Does the Company have a policy about Directors’ attendance at the Annual Meeting of Shareowners?

The Company does not have a policy about Directors’ attendance at the Annual Meeting of Shareowners. All of the persons who were serving as Directors at the time attended the ~~2009~~2010 Annual Meeting of ~~Shareowners.~~Shareowners, except for three Directors who were unable to attend due to extraordinary circumstances outside of their control.


~~19.~~23.	Can I access the Notice of Annual Meeting, Proxy Statement and Annual Report onForm 10-K on the Internet?

The Notice of Annual Meeting, Proxy Statement and Annual Report onForm 10-K for the fiscal year ended December 31, ~~2009~~2010 (the “Form 10-K”) are available atwww.edocumentview.com/coca-cola. In addition, shareowners will be able to access these documents on our shareowner forum atwww.theinvestornetwork.com/forum/KO. Instead of receiving future copies of our Notice of Annual Meeting, Proxy Statement and ~~Annual Report on~~Form 10-K by mail, shareowners of record and most beneficial owners can elect to receive ane-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to your home or business, and also will give you an electronic link to the proxy voting site.

Shareowners of Record. If you vote on the Internet atwww.envisionreports.com/coca-cola, simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time in the future by going directly towww.eTree.com/coca-colaand following the enrollment instructions. As a thank you to each shareowner enrolling in electronic delivery, the Company will have a tree planted on the shareowner’s behalf at no cost to the shareowner.

Beneficial ~~owners.~~Owners. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials ~~mailed~~provided to you by your bank or broker regarding the availability of this service.

expenses. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of Common Stock.

Our Directors, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.

Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Shareowners to be held on April ~~21, 2010~~27, 2011

The Notice of Annual Meeting, Proxy Statement and ~~Annual Report on~~Form 10-K ~~for the fiscal year ended December 31, 2009~~ are available atwww.edocumentview.com/coca-cola.

ELECTION OF DIRECTORS

(Item 1)

Board of Directors

Election Process

The Company’s By-Laws provide for the annual election of Directors. The Company’s By-Laws also provide that the number of Directors shall be determined by the Board, which has set the number at ~~14.~~15. The Company’s By-Laws further provide that, in an election of Directors where the number of nominees does not exceed the number of Directors to be elected, each Director must receive the majority of the votes cast with respect to that Director. If a Director is not elected, he or she has agreed that an irrevocable letter of resignation will be submitted to the Board. The Committee on Directors and Corporate Governance will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the resignation taking into account the recommendation of the Committee on Directors and Corporate Governance and publicly disclose its decision and its rationale within 100 days of the certification of the election results. The Director who tenders his or her resignation will not participate in the decisions of the Committee on Directors and Corporate Governance or the Board ~~of Directors~~ that concern ~~such~~the resignation.

Director Nominations

The Committee on Directors and Corporate Governance is responsible for identifying and evaluating nominees for Director and for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareowners. Nominees may be suggested by Directors, members of management, shareowners or, in some cases, by a third-party firm. In identifying and considering candidates for nomination to the Board, the Committee on Directors and Corporate Governance considers, in addition to the requirements set out in the Company’s Corporate Governance Guidelines and its charter, quality of experience, the needs of the Company and the range of talent and experience already represented on the Board.

The Committee on Directors and Corporate Governance will consider recommendations for directorships submitted by shareowners. Shareowners who wish the Committee on Directors and Corporate Governance to consider their recommendations for nominees for the position of Director should submit their recommendations in writing to the Committee on Directors and Corporate Governance in care of the Office of the Secretary, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. Recommendations by shareowners that are made in accordance with these procedures will receive the same consideration by the Committee on Directors and Corporate Governance as other suggested nominees.

For detailed information concerning Directors’ qualifications, see the discussion beginning on page ~~14.~~17.

~~2010~~2011 Nominees for Director

Upon the recommendation of the Committee on Directors and Corporate Governance, the Board has nominated each of Herbert A. Allen, Ronald W. Allen, ~~Cathleen P. Black,~~Howard G. Buffett, Barry Diller, Evan G. Greenberg, Alexis M. Herman, Muhtar Kent, Donald R. Keough, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III, Peter V. Ueberroth, Jacob Wallenberg and James B.

Williams for election as Director. All of the nominees are independent under New York Stock Exchange (“NYSE”) corporate governance rules, except Herbert A. Allen, Muhtar Kent and Donald R. Keough.

Each of our Director nominees currently serves on the Board and was elected by the shareowners at the ~~2009~~2010 Annual Meeting of ~~Shareowners.~~Shareowners, other than Messrs. Buffett and Greenberg, who were appointed to the Board on December 9, 2010 and February 17, 2011, respectively. Messrs. Buffett and Greenberg were each identified as a potential Director by the Committee on Directors and Corporate Governance, who determined that each were qualified under the Committee’s criteria. If elected, ~~all of these Directors~~each nominee will hold office until the ~~2011~~2012 Annual Meeting of Shareowners and until his or her successor is elected and qualified.

We have no reason to believe that any of the nominees will be unable or unwilling ~~for good cause~~ to serve if elected. However, if any nominee should become unable for any reason or unwilling for good cause to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of Directors.

The Board of Directors recommends a vote FOR the election of each of the following nominees.





		HERBERT A. ALLEN		Director since 1982 Age 7071

		Mr. Allen is President, Chief Executive Officer and a Director of Allen & Company Incorporated, a privately held investment firm, and has held these positions for more than the past five years. Over the past five years he served as a Director of Convera Corporation and has not held any other public company directorships during that period.




		RONALD W. ALLEN		Director since 1991 Age 6869

		Mr. Allen is an Advisory Director of Delta Air Lines, Inc., a major U.S. air transportation company. From July 1997 through July 2005, Mr. Allen was a consultant to and Advisory Director of Delta. He retired as Delta’s Chairman of the Board, President and Chief Executive Officer in July 1997. He is a Director of Aaron’s, Inc., Aircastle Limited, Forward Air Corporation and Guided Therapeutics, Inc. He also served as a Director of Interstate Hotels & Resorts, Inc. ~~and Guided Therapeutics, Inc. and has not held any other public company directorships~~ during the past five years.

911





		~~CATHLEEN P. BLACK~~HOWARD G. BUFFETT		Director since ~~1993~~2010 Age 6556

		~~Ms. Black~~Mr. Buffett is President ~~Hearst Magazines,~~of Buffett Farms and President of the Howard G. Buffett Foundation, a ~~unit of Hearst Corporation, a major media~~private foundation that supports humanitarian initiatives focused on agriculture, nutrition, water and ~~communications company,~~conservation, and has held ~~this position since November 1995. Ms. Black has been a Director of Hearst Corporation since January 1996. She served as a Director of~~these positions for more than the ~~Company from April 1990 to May 1991, and was again elected as a Director in October 1993. Ms. Black~~past five years. He is a Director of ~~International Business Machines~~Berkshire Hathaway Inc. and Lindsay Corporation. ~~She~~He was also ~~served as~~ a ~~director~~Director of ~~iVillage,~~ConAgra Foods, Inc. during the past five years.




		BARRY DILLER		Director since 2002 Age 6869

		Mr. Diller is Chairman of the Board and ~~Chief~~Senior Executive ~~Officer~~ of IAC/InterActiveCorp, an interactive commerce company. HeMr. Diller held the positions of Chairman of the Board and Chief Executive Officer of IAC and its predecessors since August 1995 and ceased serving as Chief Executive Officer in December 2010. Mr. Diller is also Chairman of the Board and Senior Executive of Expedia, Inc., an online travel company. ~~He has held his position with IAC and its predecessors since August 1995.~~ Mr. Diller ~~has~~ served as the non-executive Chairman of the Board of Live Nation Entertainment, Inc. ~~since~~from January ~~2010.~~2010 to October 2010 and was a member of the board until January 2011. Mr. Diller served as the non-executive Chairman of the Board of Ticketmaster Entertainment, Inc. from August 2008 through January ~~25,~~ 2010, ~~the date on which~~when Ticketmaster Entertainment, Inc. merged with Live Nation, Inc. to form Live Nation Entertainment, Inc. HeMr. Diller also is a Director of The Washington Post Company and, other than described above, has not held any other public company directorships during the past five years.




		EVAN G. GREENBERG		Director since 2011 Age 56

		Mr. Greenberg is the Chairman, President and Chief Executive Officer of ACE Limited, the parent company of the ACE Group of Companies, a global insurance and reinsurance organization. He served as President and Chief Operating Officer of ACE Limited from June 2003 to May 2004, when he was elected to the position of President and Chief Executive Officer. Mr. Greenberg has served on the board of ACE Limited since 2002 and was elected as Chairman of the Board in May 2007. Prior to joining the ACE Group in 2001, Mr. Greenberg held a number of senior management positions at American International Group, Inc., most recently serving as President and Chief Operating Officer from 1997 until 2000. Other than as described above, Mr. Greenberg has not held any other public company directorships during the past five years.





		ALEXIS M. HERMAN		Director since 2007 Age 6263

		Ms. Herman ~~serves as~~is the Chair and Chief Executive Officer of New Ventures LLC, a corporate consulting company, and has held these positions since 2001. She serves as Chair of the Business Advisory Board of ~~Sodexho,~~Sodexo, Inc., an integrated food and facilities management services company and as Chair of Toyota Motor Corporation’s North American Diversity Advisory Board. As chair of the Company’s Human Resources Task Force from 2001 to 2006, Ms. Herman worked with the Company to identify ways to improve its human resources policies and practices following the November 2000 settlement of an employment lawsuit. From 1997 to 2001, she served as U.S. Secretary of Labor. She is also a Director of Cummins Inc., Entergy Corporation and MGM ~~Mirage~~Resorts International and has not held any other public company directorships during the past five years.





		MUHTAR KENT		Director since 2008 Age 5758

		Mr. Kent is Chairman of the Board and Chief Executive Officer of the Company. He has held the position of Chairman of the Board since April 23, 2009 and the position of Chief Executive Officer since July 1, 2008. From December 2006 through June 2008, Mr. Kent served as President and Chief Operating Officer of the Company. From January 2006 through December 2006, Mr. Kent served as President ofCoca-Cola International and ~~from~~was elected Executive Vice President of the Company in February 2006. From May 2005 through January 2006, he was President and Chief Operating Officer of the Company’s North Asia, Eurasia and Middle East Group. Mr. Kent originally joined the Company in 1978 and held a variety of marketing and operations roles until 1995, when he became Managing Director ofCoca-Cola Amatil Limited-Europe. From 1999 until his return to the Company in May 2005, he served as President and Chief Executive Officer of the Efes Beverage Group, a large publicly held beverage company, which was also the majority shareholder of ~~Turkish bottler~~Coca-Cola Içecek A.S., currently the sixth largest bottler in the Coca-Cola system. Other than the Company, he has not held any other public company directorships during the past five years.





		DONALD R. KEOUGH		Director since 2004 Age 8384

		Mr. Keough is non-executive Chairman of the Board of Allen & Company Incorporated, a privately held investment firm, and non-executive Chairman of the Board of Allen & Company LLC, an investment banking firm, and has held these positions for more than the past five years. He also is Chairman of DMK International, a family investment company. Mr. Keough retired as President, Chief Operating Officer and a Director of the Company in April 1993, positions he had held since March 1981. He was again elected as a Director in February 2004. He is a Director of Berkshire Hathaway Inc. and IAC/InterActiveCorp. He was also a ~~director~~Director of Convera Corporation during the past five years.




		MARIA ELENA LAGOMASINO		Director since 2008 Age 6061

		Ms. Lagomasino is Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc., and has held this position since November 2005. From September 2001 to March 2005, Ms. Lagomasino was Chairman and Chief Executive Officer of JPMorgan Private Bank, a division of JPMorgan Chase & Co. Prior to assuming this position, she was managing director of The Chase Manhattan Bank in charge of its Global Private Banking Group. She served as a Director of the Company from April 2003 to April 2006. Ms. Lagomasino is a Director of Avon Products, Inc. and has not held any other public company directorships during the past five years.





		DONALD F. McHENRY		Director since 1981 Age 7374

		Mr. McHenry is Distinguished Professor in the Practice of Diplomacy and International Affairs at the School of Foreign Service, Georgetown University. He has held this position for more than the past five years. From 1981 to May 2007, he was a principal owner and President of the IRC Group, LLC, a Washington, D.C. consulting firm. He also served as a ~~director~~Director of AT&T Corporation and International Paper Company during the past five years.





		SAM NUNN		Director since 1997 Age 7172

		Mr. Nunn is Co-Chairman and Chief Executive Officer of the Nuclear Threat Initiative, a position he has held since 2001. The Nuclear Threat Initiative is a charitable organization working to reduce the global threats from nuclear, biological and chemical weapons. He served as a member of the United States Senate from 1972 through 1996. He is a Director of Chevron Corporation, Dell Inc. and General Electric Company. He also served as a ~~director~~Director of Internet Security Systems, Inc. and Scientific-Atlanta, Inc. during the past five years.




		JAMES D. ROBINSON III		Director since 1975 Age 7475

		Mr. Robinson is Co-Founder and General Partner of RRE Ventures, a private information technology-focused venture capital firm, and has held this position since 1994. He is also President of JD Robinson, Inc., a strategic advisory firm. From June 2005 until February 2008, he was non-executive Chairman of the Board of Bristol-Myers Squibb Company. He previously served as Chairman and Chief Executive Officer of American Express Company from 1977 to 1993. Mr. Robinson also served as a ~~director~~Director of First Data Corporation and Novell, Inc. during the past five years.





	PETER V. UEBERROTH	Director since 1986 Age 7273

Mr. Ueberroth is an investor and Chairman of the Contrarian Group, Inc., a business management company, and has held this position since 1989. He is the non-executive Co-Chairman of Pebble Beach Company. Mr. Ueberroth is also a Director of Aircastle Limited. He also served as a ~~director~~Director of Adecco SA, Ambassadors International, Inc. and Hilton Hotels Corporation during the past five years.





		JACOB WALLENBERG		Director since 2008 Age 5455

		Mr. Wallenberg is Chairman of the Board of Investor AB, a Swedish industrial holding company, and has held this position since April 2005. Mr. Wallenberg is also Vice Chairman of Skandinaviska Enskilda Banken AB, a North European financial group, having served as its Chief Executive Officer from 1997 to 1998 and as its Chairman of the Board from April 1998 to April 2005. Mr. Wallenberg also serves as Vice Chairman of Atlas Copco AB and SAS AB, both Swedish companies. Since January 2008, Mr. Wallenberg is a Senior Advisor to Foundation Asset Management Sweden AB. From January 2006 until December 2007, he was a Senior Advisor to Thisbe AB. He was acting Chairman of W Capital Management AB from January 2002 to December 2005. He is a Director of ABB Ltd and has not held any other public company directorships during the past five years.




		JAMES B. WILLIAMS		Director since 1979 Age 7677

		Mr. Williams retired in March 1998 as Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company, which positions he had held for more than five years. He is a Director of Marine Products Corporation, Rollins, Inc. and RPC, Inc. He also served as a ~~director~~Director of Genuine Parts Company and Georgia Pacific Corporation during the past five years.

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Director Qualifications

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareowners. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the ~~Company’s~~ Board ~~of Directors~~ that are applicable to all Directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each Director. The Board and the Committee on Directors and Corporate Governance consider the qualifications of Directors and Director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

Qualifications for All Directors

In its assessment of each potential candidate, including those recommended by shareowners, the Committee on Directors and Corporate Governance considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors the Committee on Directors and Corporate Governance determines are pertinent in light of the current needs of the Board. The Committee on Directors and Corporate Governance also takes into account the ability of a Director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The Board and the Committee on Directors and Corporate Governance require that each Director be a recognized person of high integrity with a proven record of success in his or her field. Each Director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all Directors, the Board conducts interviews of potential Director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for Board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

Qualifications, Attributes, Skills and Experience to be Represented on the Board ~~as a Whole~~

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current needs and the business priorities as set forth in the Company’s 2020 Vision and Roadmap for Winning Together (the “2020 Vision”). The 2020 Vision, – produced based on collective input from bottlers, associates and other key stakeholders, – is an action plan that sets forth a common set of strategies guiding theCoca-Cola system ~~that we believe are essential in order for us~~ to succeed in ~~this~~the changing environment over the next decade.

~~The Company’s products are sold in over 200 countries around~~ Additional information regarding the world and significant areas of future growth are located outside of the United States. The Company’s business is truly global and multicultural. Therefore, the Board believes that international experience or specific knowledge of a key geographic growth area and diversity of race, gender, age, cultural background and professional experiences should2020 Vision may be ~~represented~~found on the ~~Board. The Company’s business is multifaceted and~~Company website,www.thecoca-colacompany.com.

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involves complex financial transactions in many countries and in many currencies. Therefore, the Board believes that the Board should include some Directors with a high level of financial literacy and some Directors who possess relevant business experience as a Chief Executive Officer or a President. Marketing is the core focus of our business and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology. Therefore, the Board believes that marketing and technology experience should be represented on the Board. Our business is a complicated global enterprise and most of the Company’s products are manufactured and sold by bottling partners around the world. Therefore, the Board believes that extensive knowledgeThe following table summarizes certain key characteristics of the Company’s business ~~theCoca-Cola~~ ~~system,~~and the ~~industry~~associated qualifications, attributes, skills and manufacturing should be represented on the Board. The Company’s business also requires compliance with a variety of regulatory requirements across a number of countries and relationships with various governmental entities. Therefore,experience that the Board believes ~~that governmental, political or diplomatic expertise~~ should be represented on the Board.


Business Characteristics			Qualifications, Attributes, Skills and Experience
The Company’s business is multifaceted and involves complex financial transactions in many countries and in many currencies.			• High level of financial literacy. • Relevant Chief Executive Officer/President experience.

The Company’s business is truly global and multicultural, with its products sold in over 200 countries around the world, and significant future growth opportunities exist outside the United States.			• Diversity of race, ethnicity, gender, age, cultural background or professional experience. • Broad international exposure or specific in-depth knowledge of a key geographic growth area.

The Company’s business is a complicated global enterprise and most of the Company’s products are manufactured and sold by bottling partners around the world.			• Extensive knowledge of the Company’s business, industry or manufacturing.

Marketing is the core focus of the Company’s business and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology.			• Marketing/marketing-related technology experience.

The Company’s business requires compliance with a variety of regulatory requirements across a number of countries and relationships with various governmental entities and non-governmental organizations.			• Governmental or geopolitical expertise.

The Board’s responsibilities include understanding and overseeing the various risks facing the Company and ensuring that appropriate policies and procedures are in place to effectively manage risk.			• Risk oversight/management expertise.

Summary of Qualifications of ~~2010~~2011 Nominees for Director

Set forth below are a chart and a ~~narrative disclosure that summarize~~description of the specific qualifications, attributes, skills and experiences ~~described above. An~~of our Directors. While we look to each Director to be knowledgeable in these areas, an “X” in the chart below indicates that the item is a specific ~~reason~~qualification, attribute, skill or experience that the Director ~~has been nominated~~brings to ~~serve on~~ the ~~Company’s~~ Board.The lack of an “X” for a particular ~~qualification~~item does not mean that the Director does not possess that qualification, attribute, skill or ~~skill.~~experience.~~Rather, an “X” indicates a specific area of focus or expertise of a Director on which the Board currently relies.~~

Qualifications, Attributes,

Herbert

Ronald

~~Cathleen~~Howard

Barry

Evan

Alexis

Muhtar

Donald

Maria Elena

Donald

Sam

James

Peter

Jacob

James

Skills and Experience

A. Allen

W. Allen

~~P. Black~~G. Buffett

Diller

G. Greenberg

M. Herman

Kent

R. Keough

Lagomasino

F. McHenry

Nunn

D. Robinson III

V. Ueberroth

Wallenberg

B. Williams

High level of financial literacy

Diversity of race, ethnicity, gender, age, cultural background or professional experience

Extensive knowledge of the Company’s business, industry or manufacturing

Marketing/~~Marketing-related~~marketing-related technology experience

Broad international exposure or specific in-depth knowledge of a key geographic growth area

Relevant Chief Executive Officer/President experience

Governmental ~~political~~ or ~~diplomatic~~geopolitical expertise

Risk oversight/management expertise

Herbert A. Allen


	•	High Level of Financial Literacy – President, Chief Executive Officer ~~President~~ and Director of Allen & Company Incorporated, a firm that provides venture capital, underwriting, mergers and acquisitions, private placements and money management services. Recognized investor, underwriter and broker to some of the biggest names in entertainment and technology (e.g., Seagram and Universal Studios, Disney and Capital Cities/ABC and public offering of Google, Inc.). Supervised the firm’s principal financial and accounting officers on all matters related to the firm’s financial position and results of operations and the presentation of its financial statements.

	•	Extensive Knowledge of the Company’s Business– Director of the Company since 1982 and through Allen & Company Incorporated has served as financial advisor to the Company and its bottling partners on numerous ~~transactions.~~transactions, including the acquisition of the North American operations ofCoca-Cola Enterprises Inc. in 2010.


	•	Marketing/Marketing-Related Technology Experience – ~~Ten-year~~Eleven-year public company directorship at Convera Corporation, a company that ~~uses~~used technology to help clients build ~~a loyal~~an online community and increase their internet advertising revenues.

	•	Relevant Chief Executive Officer/President Experience – President and Chief Executive Officer of Allen & Company Incorporated, a preeminent investment banking firm focused on the media, entertainment and technology industries.

Ronald W. Allen


	•	High Level of Financial Literacy– Serves on the Audit Committees of two other public companies, Aaron’s, Inc., a leader in lease ownership and specialty retailing of office furniture, consumer electronics, home appliances and electronics, and Aircastle Limited, a global company that acquires, leases and sells high-utility commercial jet aircraft to airlines throughout the world. Served on the Investment Committee of public company Interstate Hotels & Resorts, Inc., a large independent hotel management company.

	•	Manufacturing Experience– ~~Thirteen-year~~Fourteen-year public company directorship with Aaron’s, Inc., a furniture manufacturer.

	•	Broad International Exposure– Former Chairman and Chief Executive Officer of Delta Airlines, Inc., a public company and major U.S. air transportation company, which operates an extensive domestic and international network, spanning North America, South America, Europe, Asia, Africa, the Middle East, the Caribbean and Australia. Service as a Director for ~~the past five years for~~ two other public companies with global operations, Aircastle Limited and Interstate Hotels & Resorts, Inc.

	•	Relevant Chief Executive Officer/President Experience– Served as Chief Executive Officer and President of Delta Airlines, Inc. from 1987 –to 1997. During his tenure, known for providing a steady hand through very difficult times, bringing the company back to sustained profitability and establishing a program to lower the airline’s cost structure, while growing the business through expansion into foreign markets.

~~Cathleen P. Black~~Howard G. Buffett


	•	~~Diversity~~Extensive Knowledge of the Company’s Business – ~~Female; professional experience in marketing, advertising and publishing.~~Served as a director ofCoca-Cola Enterprises Inc. from 1993 to 2004.

	•	~~Marketing/Marketing-Related Technology Experience~~Broad International Exposure – The Howard G. Buffett Foundation focuses much of its funding on communities in Africa and Central America. In 2007, the Foundation launched the Global Water Initiative to address the declining fresh water supply and lack of access to clean water by the world’s poorest people. Traveled to over 95 countries to document the challenges of preserving biodiversity and providing adequate resources to support human demands. Served in various management roles at Archer Daniel Midlands Corporation, one of the largest agricultural processors in the world, including a lead business development role for Latin America.

	•	Governmental or Geopolitical Expertise – Served on two United States Trade Representative Committees and was appointed a United Nations Goodwill Ambassador Against Hunger in 2007. Gained governmental experience through service in elected office in Douglas County, Illinois from 1989 to 1992. As President of ~~Hearst Magazines, a major media and communications company for past 14 years. Recognized as “First Lady of American Magazines”, moved Hearst Magazines into~~ the ~~web 2.0 wave in 2007 through creation of various online magazine sites. Fifteen-year public company directorship with International~~Howard G. Buffett Foundation, he has gained

1620


		~~Business Machines Corporation (“IBM”), a multinational computer, technology~~extensive experience on key business and ~~IT consulting corporation~~regulatory issues that ~~manufactures~~are critical to the Company, including in the areas of agriculture, nutrition, water and ~~sells computer software and offers infrastructure services, hosting services, and consulting services in areas ranging from mainframe computers to nanotechnology.~~the agricultural supply chain. He served as Chairman ofCoca-Cola Enterprises Inc.’s Public Issues Review Committee.


	•	~~Broad International Exposure~~Risk Oversight/Management Expertise – Oversees and manages operational risks involved in commencing and managing international operations as President of ~~Hearst Magazines, one~~the Howard G. Buffett Foundation and as a Director of Berkshire Hathaway Inc., an investment holding company, and Lindsay Corporation, a worldwide leader in the ~~world’s largest publishers~~manufacturing of monthly magazines with nearly 200 international editions. Fifteen-year public company directorship with IBM, the world’s largest computer company with nearly 400,000 employees in over 170 countries.

	•	~~Relevant Chief Executive Officer/President Experience~~~~– President of Hearst Magazines for the past 14 years, which has experienced steady growth under her leadership. Recognized in 2009 by~~~~Fortune~~~~as one of the 50 most powerful women in business.~~agricultural irrigation products.

Barry Diller


	•	High Level of Financial Literacy– Serves on the Finance Committee, ~~of public company~~ The Washington Post Company, a publicly traded, diversified education and media company.

	•	Marketing/Marketing-Related Technology Experience– Chairman of the Board ~~and Chief Executive Officer~~ of IAC/InterActiveCorp, a public and interactive commerce company with several business units that operate in the marketing and technology industries (e.g., IAC Advertising Solutions, Ask.com, Thesaurus.com, Excite.com, Shoebuy.com and Outletbuy.com).

	•	Broad International Exposure– Chairman of the Board ~~and Chief Executive Officer~~ of IAC/InterActiveCorp, with over 50 brands in 40 countries.

	•	Relevant Chief Executive Officer/President Experience– Served as Chief Executive Officer of IAC/InterActiveCorp for ~~the past 15~~approximately 16 years. Extensive experience in mergers, acquisitions and business combinations (e.g., Silver King Broadcasting, QVC, Ticketmaster and Home Shopping Network).

Evan G. Greenberg


	•	High Level of Financial Literacy – Over 35 years experience in the insurance industry, including managing global businesses and overseeing complex financial transactions involving numerous countries and currencies.

	•	Broad International Exposure – Chairman, President and Chief Executive Officer of the ACE Group of Companies, a global insurance and reinsurance company, which serves customers in over 140 countries and jurisdictions. Extensive experience and business relationships in Asia, including serving as Chief Executive Officer of AIG Far East, based in Japan, and currently serving on the board of the National Committee on United States-China Relations and theU.S.-China Business Council. Vice Chairman of the US-ASEAN Business Council.

	•	Relevant Chief Executive Officer/President Experience – President and Chief Executive Officer of ACE Limited since 2004. President and Chief Operating Officer of ACE Limited from 2003 to 2004. Served as President and Chief Operating Officer at American International Group, Inc. from 1997 to 2000.

	•	Risk Oversight/Management Expertise – Held various underwriting and management positions and gained significant insight in the global property, casualty and life insurance sectors.

Alexis M. Herman


	•	Diversity– African-American; female; professional experience in government, nonprofit/charitable organizations and business.

	•	~~Manufacturing Experience~~~~– Nine-year public company directorship at Cummins Inc., a manufacturer of diesel engines and related technology.~~

	•	Broad International Exposure– ~~Nine-year~~Ten-year public company directorship at Cummins Inc., a company that manufactures, sells and services diesel engines and related technology to its customers through its network of 500 company-owned and independent distributor facilities and more than 5,200 dealer locations in over 190 countries and territories. Served as Chair of the Working Party for the Role of Women in the Economy for the Organisation for Economic Co-operation and Development (“OECD”).

	•	Governmental ~~Political~~ or ~~Diplomatic~~Geopolitical Expertise– Former U.S. Cabinet Member serving as U.S. Secretary of Labor from 1997 –to 2001 under U.S. President Bill ~~Clinton and has been praised for her handling of the UPS workers strike in 1997.~~Clinton. Prior to her appointment, she was Assistant to President Clinton and Director of the White House Office of Public Liaison. Served as Director of the Labor Department’s Women’s Bureau under U.S. President Jimmy


		Carter. Former Chief of Staff and former Vice Chair of the Democratic National Committee. Served as Co-Chair of the ~~Bush Clinton~~Bush-Clinton Katrina Fund. Served as Chair of the Working Party for the Role of Women in the Economy for OECD, an international organization helping governments tackle the economic, social and governance challenges of a globalized economy. Serves as Chair of the Community Affairs Committee for MGM ~~Mirage,~~Resorts International, a public company with significant holdings in gaming, hospitality and entertainment.

	•	Risk Oversight/Management Expertise – Significant expertise in management and oversight of labor and human relations risks, including handling the UPS workers’ strike in 1997 while U.S. Secretary of Labor. Chair of Company’s Human Resources Task Force following the November 2000 settlement of an employment lawsuit.

Muhtar Kent


	•	Diversity– ~~Turkish;~~U.S. born of Turkish heritage; Director of Catalyst, the leading nonprofit membership organization working globally with businesses and the professions to build inclusive workplaces and expand opportunities for women ~~and~~in business.

	•	Extensive Knowledge of the Company’s Business, Industry and Manufacturing– Over 30 years ofCoca-Cola system experience including extensive experience in international markets. Chairman of the Board (since 2009), Chief Executive Officer (since 2008) and President (since 2006) of the Company. Chief Operating Officer of the Company from December 2006 –to June 2008. Joined the Company in 1978 and held a variety of marketing and operations roles during his tenure and also held leadership roles at two bottlers in theCoca-Cola system. Responsible for ~~growth in~~ the expansion of the Company’s operations outside of the United States.

	•	~~Marketing/Marketing-Related Technology Experience~~Broad International Exposure – ~~Served in various marketing roles at~~Chairman of the ~~Company.~~Boards of theU.S.-China Business Council and the US-ASEAN Business Council. Serves on the Board of Trustees of the Center for Strategic & International Studies.

	•	Relevant Chief Executive Officer/President Experience– In addition to serving as the Company’s Chief Executive Officer, served as President and Chief Executive Officer of Efes Beverage Group, a large publicly held beverage company, which was also the majority shareholder of ~~Turkish bottler~~Coca-Cola Içecek A.S., for approximately 6six years.

Donald R. Keough


	•	High Level of Financial Literacy – Developed significant financial expertise in senior roles with the Company. Serves on the Audit Committee of Berkshire Hathaway Inc., a complex and diversified multinational company. Chairman of the Board of Allen & Company Incorporated, a preeminent investment firm, and Chairman of the Board of Allen & Company LLC, an investment banking firm. Served on the Audit Committees of numerous other public companies.

	•	Extensive Knowledge of the Company’s Business– Worked for the Company for over 40 years in a number of roles including serving as President and Chief Operating Officer of the Company. Director of the Company for ~~approximately~~over 20 years.

	•	Marketing/Marketing-Related Technology Experience– In addition to senior marketing roles during his tenure as an employee of the Company, has held a ~~twelve-year~~thirteen-year public company directorship at IAC/InterActiveCorp., an interactive commerce company with several business units that operate in the marketing and technology industries.

	•	~~Broad International Exposure~~ – Twenty-year directorship at, and former executive officer of, the Company, which operates in over 200 countries. Twelve-year public company directorship at IAC/InterActiveCorp, with over 50 brands in 40 countries.

	•	Relevant Chief Executive Officer/President Experience– Served as President of the Company from 1981 to 1993.

Maria Elena Lagomasino


	•	High Level of Financial Literacy– Chief Executive Officer of GenSpring Family Offices, LLC, an affiliate of SunTrust Banks, Inc. with over $20 billion of assets under management. InOver 30 years experience in the financial industry ~~over 30 years~~ and is a recognized leader in the wealth management industry.

	•	Diversity– Hispanic; female; professional experience in global capital markets and government, including member of the Council on Foreign Relations.

	•	Broad International Exposure– During tenure with Chase Bank served as Managing Director of Global Private Banking, Vice President of private banking in Latin America region and head of private banking for the Western Hemisphere.

	•	Relevant Chief Executive Officer/President Experience– ~~Former~~In addition to her current Chief Executive Officer position, formerly served as Chief Executive Officer of JPMorgan Private Bank.

Donald F. McHenry


	•	Diversity– African-American; professional experience in government, foreign diplomacy and education.

	•	Extensive Knowledge of the Company’s Business– ~~Twenty-nine-year~~Thirty-year directorship with the Company.

	•	~~Governmental, Political or Diplomatic Expertise~~Broad International Exposure – Spent most of career working in foreign diplomacy. Serves as Distinguished Professor in the Practice of Diplomacy and International Affairs at the School of Foreign Service, Georgetown University.

	•	Governmental or Geopolitical Expertise – Began career at U.S. Department of State in 1963; in 1976, served as a member of U.S. President Jimmy Carter’s transition staff at the State Department before joining the U.S. Mission to the United Nations; in March 1977, he was appointed as the U.S. Deputy Representative to the U.N. Security Council. Served as United States Ambassador and Permanent Representative to the United Nations from September 1979 until January ~~20,~~ 1981.

Sam Nunn


	•	High Level of Financial Literacy– Serves on Finance Committee of Dell Inc. Served on Audit Committees of Dell Inc. and ~~Scientific–Atlanta,~~Scientific-Atlanta, Inc.

	•	Marketing/Marketing-Related Technology Experience– ~~Ten-year~~Eleven-year public company directorship at Dell Inc., a leading technology company, offering a broad range of ~~product categories, including mobility~~ products ~~desktop PCs, software~~ and ~~peripherals, servers and networking, services, and storage. Twelve-year~~services. Thirteen-year public company directorship at General Electric Company (“GE”), a diversified technology, media and financial services ~~company focused on solving some of the world’s toughest problems. Twelve-year~~company. Thirteen-year public company directorship at Chevron Corporation, one of the world’s largest integrated energy companies.

	•	Broad International Exposure– ~~Twelve-year~~Thirteen-year public company directorship at GE, which serves customers in more than 100 countries and employs more than ~~320,000~~280,000 people worldwide. ~~Twelve-year~~Thirteen-year public company directorship at Chevron Corporation, which conducts business in more than 100 countries. ~~Ten-year~~Eleven-year public company directorship at Dell Inc., which is the number one supplier of computer systems in the United States and the number two supplier worldwide. Chairman of the Board of Trustees of the Center for Strategic & International Studies.


	•	Governmental ~~Political~~ or ~~Diplomatic~~Geopolitical Expertise– Served for 24 years as a United States Senator from ~~Georgia (1972 until 1997) as a member of the Democratic Party.~~Georgia. During his tenure in the U.S. Senate, served as Chairman of the U.S. Senate Committee on Armed Services and the Permanent Subcommittee on Investigations. He also served on the Intelligence and Small Business Committees. Recognized leader in the United States on national security and foreign policy. Distinguished Professor of Foreign Affairs at Georgia Institute of Technology (“Georgia Tech”). Host of the annual Sam Nunn Policy Forum at Georgia Tech, a policy meeting that brings together noted academic, government and private-sector experts on technology, public policy and international affairs to address issues of immediate importance. Chair of the Public Responsibilities Committee at GE and Chair of the Public Policy Committee at Chevron Corporation.

James D. Robinson III


	•	Extensive Knowledge of the Company’s Business– ~~Thirty-five-year~~Thirty-six-year directorship at the Company.

	•	Marketing/Marketing-Related Technology Experience– ~~Nine-year public company directorship at Novell, Inc., a company that develops, sells and installs enterprise-quality software.~~ As ~~co-founder~~Co-Founder and General Partner of RRE Ventures, has been actively involved as a venture capital investor in over 140 early stage information technology companies. Over eight-year public company directorship at Novell, Inc., a company that develops, sells and installs enterprise-quality software.

	•	Relevant Chief Executive Officer/President Experience– Served as Chief Executive Officer of American Express Company, a major, multinational corporation with a well-recognized global brand, from 1977 to 1993. During tenure at American Express, engineered a number of strategic acquisitions and dispositions.

	•	Governmental ~~Political~~ or ~~Diplomatic~~Geopolitical Expertise– Member of the Council on Foreign Relations, Chairman of the Advisory Committee on Trade Policy and Negotiations and Honorary Trustee of the Brookings Institution, a nonprofit, public policy organization, based in Washington, D.C., that conducts research and education in the social sciences, primarily in economics, metropolitan policy, governance, foreign policy and global ~~economy~~economies and development.

Peter V. Ueberroth


	•	High Level of Financial Literacy– Investor and Chairman of Contrarian Group, a financial services company. As organizer of the 1984 Los Angeles Olympic Games, employed innovative strategies to ensure financial success, resulting in significant budget surplus.

	•	Extensive Knowledge of the Company’s Business– ~~Twenty-four-year~~Twenty-five-year directorship at the Company; experience from a customer perspective in the hospitality industry, including as a Director of Hilton Hotels from 2000 to 2007; significant involvement with the Olympic Games.

	•	Marketing/Marketing-Related Technology Experience– As former Commissioner of Major League Baseball, increased attendance, improved financial condition of teams and doubled national television revenue.

	•	Risk Oversight/Management Expertise – Chairman of the Company’s Audit Committee for over 12 years.

Jacob Wallenberg


	•	High Level of Financial Literacy –An owner of Skandinaviska Enskilda Banken (“SEB”), a financial group. Extensive career in finance and investment management, starting with J.P. Morgan in 1981. Currently serving as Vice Chairman having served as Chairman, Chief Executive Officer and President of SEB, Chairman of Investor AB (Investment Company) and a Member of the International Advisory Board of The Blackstone Group. Serves as a member of the Audit Committees of Investor AB and ABB Ltd. Director of the Peterson Institute for


		International Economics, a research institution devoted to the study of international economic policy.


	•	Diversity– Swedish national.

	•	Broad International Exposure –Entire career focused outside of the United States with a number of international companies including SAS, the Nordic Airline and Atlas Copco AB, an electric tools and equipment company. Mayor of Shanghai’s International Business Leaders Advisory Council.

	•	Governmental ~~Political~~ or ~~Diplomatic~~Geopolitical Expertise – Member of the International Advisory Board of the Council on Foreign Relations and member of the European Round Table of Industrialists.

James B. Williams


	•	High Level of Financial Literacy– Designated as a “financial expert” for SEC purposes for the Audit Committee of ~~two~~three public ~~companies –~~companies: Rollins, Inc., a premier North American consumer and commercial services company, ~~and~~ RPC, Inc., a holding company that provides oilfield services and equipment to independent and major oilfield companies in exploration, production and development of oil and gas properties, domestically and in selected international ~~markets.~~

	•	~~Extensive Knowledge of the Company’s Business~~markets, and ~~Manufacturing~~ ~~– Thirty-one-year directorship at the Company. Nine-year public company directorship at~~ Marine Products ~~Inc.,~~Corporation, one of the top four manufacturers of stern-drive powerboats in the United States.

	•	Extensive Knowledge of the Company’s Business and Manufacturing – Thirty-two-year directorship at the Company. Ten-year public company directorship at Marine Products Corporation.


	•	Relevant Chief Executive Officer/President Experience– Served as Chief Executive Officer of SunTrust Banks, Inc. from 1991 to 1998.

	•	Risk Oversight/Management Expertise – Has served on the Company’s Audit Committee since 2006. Serves on the Audit Committee of three other public companies.

The Board believes that the combination of the various qualifications, skills and experiences of the ~~2010~~2011 Director nominees would contribute to an effective and well-functioning Board. The Board and the Committee on Directors and Corporate Governance believe that, individually and as a whole, the Directors possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s management.

Information about the Board of Directors and Corporate Governance

The Board is elected by the shareowners to oversee their interest in the long-term health and the overall success of the business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the shareowners. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company.

Board Leadership Structure

Our governance documents provide the Board with flexibility to select the appropriate leadership structure for the Company. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of the Company’s shareowners. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer, an independent Director serving as Presiding Director and strong, active independent Directors. The Board believes this structure provides a very well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by non-employee Directors.

Under the Company’s By-Laws, the Chairman of the Board presides over meetings of the Board, ~~of Directors,~~ presides over meetings of shareowners, consults and advises the Board ~~of Directors~~ and its committees on the business and affairs of the Company, and performs such other duties as may be assigned by the Board. The Chief Executive Officer is in general charge of the affairs of the Company, subject to the overall direction and supervision of the Board ~~of Directors~~ and its committees and subject to such powers as reserved by the Board. Muhtar Kent serves as both Chairman of the Board and Chief Executive Officer.

The Company also has designated the Chairman of the Committee on Directors and Corporate Governance, who must be an independent Director, as the Presiding Director. James D. Robinson III serves in this position. The Presiding Director:


	•	presides at all meetings of non-employee Directors;

	•	presides at all meetings of independent Directors;

	•	leads the evaluation of the performance of the Chief Executive Officer;

	•	encourages and facilitates active participation of all Directors;

	•	confers with the Chief Executive Officer and other members of the Board on meeting agendas;


	•	monitors and coordinates with management on corporate governance issues and developments;

	•	performs any other duties requested by the other non-employee Directors; and

	•	acts as a liaison between shareowners and the Board where appropriate.

Importantly, all Directors play an active role in overseeing the Company’s business both at the Board and ~~Committee~~committee level. As set forth in our Corporate Governance Guidelines, the core responsibility of the Directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareowners. Our Board is comprised of one Director who serves as a member of management and 1314 non-employee Directors. Our non-employee Directors are skilled and experienced leaders in business, education, government and public policy. They currently serve or have served as CEOs and members of senior management of Fortune 500 companies and investment banking firms and members of the U.S. Cabinet, the U.S. Senate and academia. In these roles, our non-employee Directors have been called upon to provide ~~answers~~solutions to various complex issues, and most importantly are expected to, and do, ask hard questions of management. We believe that this is one of the many reasons our non-employee Directors are well-equipped to oversee the success of the business and to provide advice and counsel to the Chief Executive Officer and other senior officers of the Company.

Under our By-Laws, regular meetings of the Board are held at such times as the Board may determine. As part of each regularly scheduled Board meeting, the non-employee Directors meet without the Chief Executive Officer present. These meetings allow non-employee Directors to discuss issues of importance to the Company, including the business and affairs of the Company as well as matters concerning management, without any member of management present. In addition, ~~at each regularly scheduled Board meeting,~~ the independent Directors meet ~~separately.~~separately several times a year at regularly scheduled Board meetings. Also, pursuant to our By-Laws, a majority of the Directors may call a special meeting of the Board in addition to the Chief Executive Officer or the Secretary of the Company. All of the Board ~~Committees,~~committees, except the Management Development Committee and the Executive Committee, are chaired by independent Directors.

The Board believes that this leadership structure – a combined Chairman of the Board and Chief Executive Officer, a Presiding Director, active and strong non-employee Directors and ~~Committees~~committees led primarily by independent Directors – is the most effective for the Company at this time. The Company’s business is complex and ~~our~~its products are sold in more than 200 countries around the world. Because the Chief Executive Officer travels extensively and is closest to the many facets of our business, the Board believes the Chief Executive Officer is in the best position to lead most effectively and to serve in the critical role of Chairman of the Board. In addition, ~~as he is directly involved in managing the Company,~~ having a Chairman who also serves as the Chief Executive Officer allows timely communication with the Board on critical business matters given the complexity and global reach of our business. Further, most of the Company’s products are manufactured and sold by bottling partners around the world, most of which are separate, unconsolidated companies. This franchise structure requires our leader to have strong relationships with the leaders of the bottlers. Having a single person in both roles ~~is important so~~ensures that the Company is represented by a single voice to bottlers, customers and consumers. The Board believes that leadership of both the Board and the Company by Mr. Kent is the optimal structure to guide the Company and maintain the focus required to achieve the business goals set forth in the Company’s 2020 Vision. ~~The Board also believes there is a very well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by non-employee Directors.~~

Board Meetings and Committees

In ~~2009,~~2010, the Board ~~of Directors~~ held ~~six~~nine meetings and ~~Committees~~committees of the Board ~~of Directors~~ held a total of 30 meetings. Overall attendance at such meetings was approximately ~~96%~~97%. Each Director attended 75% or more of the aggregate of all meetings of the Board ~~of Directors~~ and the Committees on which he or she served during ~~2009.~~2010.

The Board ~~of Directors~~ has an Audit Committee, a Compensation Committee, a Committee on Directors and Corporate Governance, an Executive Committee, a Finance Committee, a Management Development Committee and a Public Issues and Diversity Review Committee. The Board ~~of Directors~~ has adopted a written charter for each of these ~~Committees.~~committees. The Company has adopted a Code of Business Conduct for Non-Employee Directors. In addition, the Company has adopted a Code of Business Conduct applicable to the Company’s employees, including each individual named in the ~~Named Executive Officers.~~Summary Compensation Table on page 73. The full text of each ~~Committee~~committee charter, the Company’s Corporate Governance Guidelines and each of the Company’s Codes of Business Conduct is available on the Company’s website located atwww.thecoca-colacompany.com, click on “Investors”, and click on “Corporate Governance”.

The following table describes the current members of each of the ~~Committees~~committees and the number of meetings held during ~~2009.~~2010.

PUBLIC

Public

DIRECTORS

ISSUES

Directors

Issues

AND

and

CORPORATE

MANAGEMENT

DIVERSITY

Corporate

Management

Diversity

NAME

AUDIT

COMPENSATION

GOVERNANCE

EXECUTIVE

FINANCE

DEVELOPMENT

REVIEW

Name

Audit

Compensation¹

Governance

Executive

Finance

Development

Review

Herbert A. Allen

Ronald W. Allen*

Cathleen P. Black*

Chair

Barry Diller*

Alexis M. Herman*

Howard G. Buffett*²

Barry Diller^*

Evan G. Greenberg*³

Alexis M. Herman^*

Muhtar Kent

Chair

Donald R. Keough

Chair

Maria Elena Lagomasino*

Donald F. McHenry*

Chair

Maria Elena Lagomasino^*

Chair

Donald F. McHenry^*

Chair

Sam Nunn*

James D. Robinson III*¹

Chair

Peter V. Ueberroth*

Chair

Jacob Wallenberg*

James B. Williams*²

Chair

James D. Robinson III*⁴

Chair

Peter V. Ueberroth^*

Chair

Jacob Wallenberg^*

James B. Williams*⁵

Chair

Number of Meetings

* Independent Director

¹ ~~Presiding Director~~


*		Independent Director

² The Board of Directors has appointed Mr. Williams to the Audit Committee even though he serves on the audit committees of three other public companies. The Board of Directors believes its decision is in the best interests of shareowners. Mr. Williams is retired and has extensive experience with and knowledge of the Company. The other three companies are related in that they share a common management and are under common control. As a result, the Board of Directors believes that service on the audit committees of these other companies is less burdensome than would be the case for three unrelated public companies.


¹		Cathleen P. Black, who resigned from the Board effective December 31, 2010, served as the Chair of the Compensation Committee in 2010. Ms. Lagomasino was appointed Chair of the Compensation Committee effective January 1, 2011.

²		Mr. Buffett was appointed to the Public Issues and Diversity Review Committee effective January 1, 2011.

³		Mr. Greenberg was appointed to the Audit Committee effective February 17, 2011.

⁴		Presiding Director

⁵		The Board has appointed Mr. Williams to the Audit Committee even though he serves on the audit committees of three other public companies. The Board believes its decision is in the best interests of shareowners. Mr. Williams is retired and has extensive experience with and knowledge of the Company. The other three companies in which he serves on the audit committee are related to each other in that they share a common management and are under common control. As a result, the Board believes that his service on these audit committees is less burdensome than would be the case for three unrelated public companies.

The following summarizes the responsibilities of the various committees. The ~~complete~~ committee charters are located atwww.thecoca-colacompany.com, click on “Investors”, and click on “Corporate Governance”.

Audit Committee

Under the terms of its charter, the Audit Committee represents and assists the Board in fulfilling its oversight responsibility relating to the integrity of the Company’s financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function and the annual independent audit of the Company’s financial statements. The Audit Committee also oversees the Company’s compliance with legal and regulatory requirements and its

ethics program, the independent auditors’ qualifications and independence, the performance of the Company’s internal audit function and the performance of its independent auditors.

Each member of the Audit Committee meets the independence requirements of the ~~New York Stock Exchange,~~NYSE, the Securities Exchange Act of 1934, as amended (the “1934 Act”) and the Company’s Corporate Governance Guidelines. Each member of the Audit Committee is financially literate, knowledgeable and qualified to review financial statements. The “audit committee financial expert” designated by the Board is Peter V. Ueberroth.

Compensation Committee

Under the terms of its charter, the Compensation Committee has overall responsibility for evaluating and approving compensation plans, policies and programs of the Company applicable primarily to elected officers and senior executives of the Company.

The Compensation Committee also makes decisions that affect a larger group of employees. ~~The Compensation Committee approves proposed plans and rewards systems applicable to more persons than the senior executives.~~ For example, the Compensation Committee approves all stock option awards and all awards of restricted stock and performance share units that may be awarded to employees who are not elected officers or senior executives.

To assist the Compensation Committee with its responsibilities, through May 2010, it ~~has~~ retained the services of the compensation consulting firm, Towers ~~Perrin (now known as Towers Watson)~~Watson. In July 2010, the Compensation Committee engaged a new independent compensation consulting firm, Exequity LLP (“Exequity”). The compensation consultant reports to ~~Cathleen P. Black,~~ the Compensation Committee Chair. Additional information regarding the Compensation Committee’s engagement of Towers ~~Perrin~~Watson and Exequity is disclosed beginning on page ~~57.~~65.

Each member of the Compensation Committee meets the independence requirements of the NYSE, the Internal Revenue Code of 1986, as amended (the “Tax Code”), and the Company’s Corporate Governance Guidelines.

Committee on Directors and Corporate Governance

Under the terms of its charter, the Committee on Directors and Corporate Governance is responsible for considering and making recommendations concerning the function and needs of the Board, and the review and development of corporate governance guidelines. As discussed on page ~~22,~~26, the Chairman of the Committee on Directors and Corporate Governance is designated as the Presiding Director.

Each member of the Committee on Directors and Corporate Governance meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.

Executive Committee

Under the terms of its charter, the Executive Committee has the authority to exercise the power and authority of the Board between meetings, except the powers reserved for the Board or the shareowners by Delaware Law.

Finance Committee

Under the terms of its charter, the Finance Committee helps the Board fulfill its responsibilities relating to oversight of the Company’s financial affairs, including reviewing and recommending capital expenditures and dividend policy to the Board.

Management Development Committee

Under the terms of its charter, the Management Development Committee helps the Board fulfill its responsibilities relating to oversight of talent development for senior positions and succession planning.

Public Issues and Diversity Review Committee

Under the terms of its charter, the Public Issues and Diversity Review Committee helps the Board fulfill its responsibilities relating to ~~public issues~~diversity, corporate social responsibility and ~~diversity. The Public Issues and Diversity Review Committee reviews the Company’s policy and practice relating to significant~~ public issues of ~~concern to~~significance, which may affect the shareowners, the Company, the business community and the general public.

The Board’s Role in Risk Management

The ~~Board oversees~~Board’s responsibilities include ensuring that the assets of the Company are properly safeguarded, that the appropriate financial and other internal controls are maintained and that the Company’s business is conducted wisely and in compliance with applicable laws and regulations and proper governance. Included in these responsibilities is the ~~Board of Directors’~~Board’s understanding and oversight of the various risks facing the Company. ~~In this regard, the Board seeks to understand and oversee critical business risks.~~ The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve the objectives set forth in its 2020 Vision.

Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework designed to:


	•	understand critical risks in the Company’s business and strategy;

	•	allocate responsibilities for risk oversight among the full Board and its ~~Committees;~~committees;

	•	evaluate the Company’s risk management processes and ~~see~~whether they are functioning adequately;

	•	facilitate open communication between management and Directors; and

	•	foster an appropriate culture of integrity and risk awareness.

While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment ~~to identify~~which facilitate the identification and ~~manage~~management of risks and ~~to communicate~~regular communication with the Board. These include an enterprise risk management program, a risk management committee co-chaired by the Chief Financial Officer and the General Counsel, regular internal management disclosure committee meetings, Codes of Business Conduct, robust product quality standards and processes, a strong ethics and compliance office and a comprehensive internal and external audit process. The Board and the Audit Committee monitor and evaluate the effectiveness of the internal controls and the risk management program at least annually. Management communicates routinely with the Board, Board ~~Committees~~committees and individual Directors on the significant risks identified and how they are being managed. Directors are free to, and indeed often do, communicate directly with senior management.

The Board implements its risk oversight function both as a whole and through ~~Committees. Much of the work is delegated~~delegation to ~~various Committees,~~Board committees, which meet regularly and report back to the full Board. All ~~Committees~~committees play significant roles in carrying out the risk oversight function. In particular:


	•	The Audit Committee oversees risks related to the Company’s financial statements, the financial reporting process, accounting and legal matters. The Audit Committee oversees the internal audit function and the Company’s ethics programs, including the Codes of Business Conduct. The Audit Committee members meet separately with the Company’s General Counsel, Chief of Internal Audit and representatives of the independent auditing firm.

	•	The Compensation Committee evaluates the risks and rewards associated with the Company’s compensation philosophy and programs. As discussed in more detail in the Compensation Discussion &and Analysis beginning on page ~~45,~~50, the Compensation Committee reviews and approves compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. Management discusses with the Compensation Committee the procedures that have been put in place to identify and mitigate potential risks in compensation.

	•	The Finance Committee oversees certain financial matters and risks relating to pension plan investments, currency risk and hedging programs, mergers and acquisitions and capital projects.

	•	The Public Issues and Diversity Review Committee oversees issues that could pose significant reputational risk to the Company.

	•	The Management Development Committee oversees management development and succession planning across senior management positions.

In addition, annually, one meeting of the full Board ~~of Directors~~ is dedicated primarily to evaluating and discussing risk, risk mitigation strategies and the Company’s internal control environment. Topics examined at this meeting include, but are not limited to, financial risks, political and regulatory risks, legal risks, supply chain and quality risks, information technology risks, economic risks and risks related to the Company’s transformation efforts. Because overseeing risk is an ongoing process and inherent in the Company’s strategic decisions, the Board also discusses risk throughout the year at other meetings in relation to specific proposed actions.

The Company believes that its leadership structure, discussed in detail beginning on page ~~21,~~26, supports the risk oversight function of the Board. While the Company has a combined Chairman of the Board and Chief Executive Officer, strong Directors chair the various committees involved with risk oversight, there is open communication between management and Directors, and all Directors are actively involved in the risk oversight function.

Anti-Hedging Policy

The Company’s anti-hedging policy prohibits Directors, the Company’s executive officers and certain other employees from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds. All other employees are discouraged from entering into hedging transactions related to Company stock.

Independence and Related Person Transactions

Independence Determinations

Under the corporate governance listing standards of the ~~New York Stock Exchange (“NYSE”)~~NYSE and the Company’s Corporate Governance Guidelines, the Board ~~of Directors~~ must consist of a majority of independent Directors. In making independence determinations, the Board observes

NYSE and SEC criteria and considers all relevant facts and circumstances. Under NYSE corporate governance rules, to be considered independent:


	•	the Director must not have a disqualifying relationship as defined in the NYSE corporate governance rules; and

	•	the Board must affirmatively determine that the Director otherwise has no material relationship with the Company directly, or as an officer, shareowner or partner of an organization that has a relationship with the Company.

To aid in the Director independence assessment process, the Board has adopted categorical standards that identify categories of relationships that the Board has determined would not affect a Director’s independence. As a result, these relationships are not considered by the Board in determining Director independence. The categorical standards, which are part of the Company’s Corporate Governance Guidelines, provide that the following will not be considered material relationships that would impact a Director’s independence:


	1.	The Director is an executive officer or employee or any member of his or her immediate family is an executive officer of any other organization that does business with the Company and the annual sales to, or purchases from, the Company are less than $1 million or 1% of the consolidated gross revenues of such organization, whichever is more;

	2.	The Director or any member of his or her immediate family is an executive officer of any other organization which is indebted to the Company, or to which the Company is indebted,


		and the total amount of either company’s indebtedness to the other is less than $1 million or 1% of the total consolidated assets of the organization on which the Director or any member of his or her immediate family serves as an executive officer, whichever is more;


	3.	The Director is a director or trustee, but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company’s outside auditing firm) that does business with, or receives donations from, the Company;

	4.	The Director or any member of his or her immediate family holds a less than 10% interest in any other organization that has a relationship with the Company; or

	5.	The Director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization which receives contributions from the Company in a single fiscal year of less than $1 million or 2% of that organization’s consolidated gross revenues, whichever is more.

In addition, the Board did not consider transactions with entities in which ~~the~~a Director or an immediate family member served only as a director or ~~trustee.~~trustee when determining Director independence. Nor did the Board consider transactions of less than $120,000 or transactions with entities in which the Director or an immediate family member had a less than 10% interest.

The Board, through its Committee on Directors and Corporate Governance, annually reviews all relevant business relationships any Director or nominee for Director may have with the Company. As a result of its annual review, the Board has determined that none of the following ~~Directors/2010 nominees for Director~~Directors has a material relationship with the Company and, as a result, such ~~Directors/2010 nominees for Director~~Directors are independent: Ronald W. Allen, ~~Cathleen P. Black,~~Howard G. Buffett, Barry Diller, Evan G. Greenberg, Alexis M. Herman, Maria Elena Lagomasino, Donald F. McHenry, Sam Nunn, James D. Robinson III,

Peter V. Ueberroth, Jacob Wallenberg and James B. Williams. None of the~~Directors/2010~~ ~~nominees for Director~~ Directors who were determined to be independent had any relationships that were outside the categorical standards identified above.

The Board examined the Company’s relationship with ~~Hearst Corporation~~Berkshire Hathaway Inc. (“Berkshire Hathaway”) and its subsidiaries. ~~Cathleen P. Black,~~Howard G. Buffett, one of our Directors, is ~~Senior Vice President and~~ a director of ~~Hearst Corporation. She~~Berkshire Hathaway and his father, Warren E. Buffett, is ~~also Senior Vice President~~the Chairman of the Board, Chief Executive Officer and ~~a director~~major stockholder of ~~Hearst Communications, Inc. and President~~Berkshire Hathaway. This relationship is described beginning on page 35. Berkshire Hathaway’s holdings constituted approximately 8.71% of ~~its Hearst Magazines unit.~~the Company’s outstanding Common Stock as of February 28, 2011. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross ~~revenues~~revenue of both the Company and ~~Hearst Corporation,~~Berkshire Hathaway, (ii) the payments made and received were for ~~print~~various products and ~~media advertising~~services in the ordinary course of business and (iii) the Company has had a relationship with ~~Hearst Corporation~~many of the applicable subsidiaries of Berkshire Hathaway for many years prior to ~~Ms. Black’s relationship with either~~when they were owned by Berkshire Hathaway and prior to Mr. Buffett’s service as a Director of the ~~Company or Hearst Corporation.~~Company. This relationship ~~is within~~does not disqualify Mr. Buffett as an independent director under the rules of the NYSE and falls within categorical standard number 1 above. ~~The relationship is consistent with Ms. Black’s status as an independent Director.~~

The Board examined payments made by the Company to IAC/InterActiveCorp and its subsidiaries (“IAC”) where Barry Diller, one of our Directors, is Chairman of the Board and Senior Executive, and during 2010, was Chief Executive Officer. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and IAC, (ii) the payments were for online advertising and ~~ticket sales service fees~~digital media

promotions in the ordinary course of business and (iii) the Company has had a relationship with the predecessors of IAC for many years prior to Mr. Diller’s service as a Director of the Company. This relationship ~~is within~~does not disqualify Mr. Diller as an independent director under the rules of the NYSE and falls within categorical standard number 1 above.

The Board examined payments made by the Company to ACE Limited and its subsidiaries (collectively “ACE”) where Evan G. Greenberg, one of our Directors, is Chairman, President and Chief Executive Officer. This relationship is ~~consistent~~described beginning on page 37. The Board determined that the relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and ACE Limited, (ii) the payments were for insurance related products and services in the ordinary course of business and (iii) the Company has had a relationship with ACE for many years prior to Mr. ~~Diller’s status~~Greenberg’s service as a Director of the Company. This relationship does not disqualify Mr. Greenberg as an independent ~~Director.~~director under the rules of the NYSE and falls within categorical standard number 1 above.

The Board examined the Company’s charitable donations and sponsorships to Points of Light Institute, where a daughter of Sam Nunn, one of our Directors, serves as Chief Executive Officer and a Director. The Board determined that this relationship was not material since (i) the amounts involved were a small percentage of the revenues or donations received by Points of Light Institute and a small percentage of the Company’s overall charitable donations and sponsorships and (ii) the ~~donations and sponsorships~~payments were within the Company’s philosophy of supporting local and civic organizations in the communities where we operate. This relationship ~~is within~~does not disqualify Mr. Nunn as an independent director under the rules of the NYSE and falls within categorical standard number 5 above. ~~The relationship is consistent with Mr. Nunn’s status as an independent Director.~~

~~The indirect relationship between the Company and~~A daughter-in-law of James D. Robinson III, one of our Directors, ~~is described on page 31.~~has an indirect minority equity interest in Delaware North Companies, Inc. (“Delaware North”), with which the Company has a contractual relationship, including a sponsorship agreement relating to the TD Banknorth Garden in Boston. The Board determined that this relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both the Company and Delaware North, ~~Companies, Inc. (“Delaware North”),~~ (ii) the marketing and sponsorship payments and the payments made to purchase fountain syrups and other products were in the ordinary course of business, (iii) ~~the~~Mr. Robinson’s daughter-in-law holds a less than 10% indirect interest ~~is indirect,~~in Delaware North and (iv) the Company has had a business relationship with Delaware North for over 75 years. This relationship ~~is within~~does not disqualify Mr. Robinson as an independent director under the rules of the NYSE and falls within categorical standard number 1 and categorical standard number 4 above. ~~The relationship is consistent with Mr. Robinson’s status as an independent Director.~~

A daughter of Peter V. Ueberroth, one of our Directors, is an executive officer of the National Basketball Association (the “NBA”), with which the Company has a contractual relationship. ~~The~~This relationship is described on page ~~31.~~38. The Board determined that this indirect relationship was not material since (i) the amounts involved were less than 1% of the consolidated gross revenues of both

the Company and the NBA and (ii) the Company’s relationship with the NBA has been in existence since the late ~~1980’s,~~1980s, long before Mr. Ueberroth’s daughter served as an executive officer of that organization. This relationship ~~is within~~does not disqualify Mr. Ueberroth as an independent director under the rules of the NYSE and falls within categorical standard number 1 above. ~~The relationship is consistent with Mr. Ueberroth’s status as an independent Director.~~

During 2009, E. Neville Isdell served as executive Chairman of the Board of Directors of the Company until his retirement in April 2009 and therefore, was determined not to be independent during his service as a Director in 2009. Muhtar Kent, the Chairman of the Board, ~~of Directors since April 2009,~~ also serves as the Company’s Chief Executive Officer and therefore is ~~therefore currently determined~~ not ~~to be independent.~~an independent Director. Even though ~~neither~~ Herbert A. Allen ~~nor~~and Donald R. Keough are not currently is determined to be independent, ~~both of these Directors have contributed~~they contribute greatly to the Board ~~of Directors~~ and the Company through their wealth of experience, expertise and judgment.

All of our Directors who serve as members of the Audit Committee, Compensation Committee and Committee on Directors and Corporate Governance are independent as required by the NYSE corporate governance rules. Under these rules, Audit Committee members also ~~must~~ satisfy athe separate SEC independence requirement that provides that no member may accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries other than compensation for services as a Director.

Related Person Transactions

Set forth below are certain related person transactions for 2010. On October 2, 2010, the Company completed its acquisition (the “CCE Transaction”) of the North American operations ofCoca-Cola Enterprises Inc. (“CCE”). Immediately prior to the completion of the CCE Transaction, the Company owned approximately 33% of the outstanding common stock of CCE. In connection with the CCE Transaction, CCE was renamedCoca-Cola Refreshments USA, Inc. (“CCR”). Where there were transactions with both the Company and CCR, disclosure includes amounts related to CCR for the period of October 2 to December 31, 2010. Where there were transactions related to CCE prior to the CCE Transaction, separate disclosure is provided for the period of January 1 to October 1, 2010.

Certain Related Person Transactions

Herbert A. Allen

Herbert A. Allen, one of our Directors, is President, Chief Executive Officer and a Director of Allen & Company Incorporated (“ACI”) and a principal shareowner of ACI’s parent. ACI is an indirect equity holder of Allen & Company LLC (“ACL”). ACI transferred its investment and financial advisory services business to ACL in September 2002.

ACI has leased and subleased office space since 1977 in a building owned by one of our subsidiaries and located at 711 Fifth Avenue, New York, New York. In June 2005, ACI assigned the lease and sublease to ACL. In ~~2009,~~2010, ACL paid approximately ~~$4.9~~$5.0 million in rent and related expenses and it is expected that ACL will pay a similar amount in ~~2010~~2011 under the terms of the current lease. In the opinion of management, the terms of the lease are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the lease.

In ~~2009,~~2010, in connection with the consummation of the CCE Transaction, the Company paid ACL $1.0 million for investment banking services ~~it provided in connection with the proposed business combination transaction between the Company~~ and~~Coca-Cola Enterprises~~ ~~Inc.~~ $11.5 million for a success fee. Under the terms of the investment banking services agreement, the Company iswas required to pay ACL a success fee equal to ~~$15~~$15.0 million, less any advisory fees payable under the agreement ($1.5 million in 2008, $1.0 million in 2009 and, as noted above, $1.0 million in 2010), upon consummation of ~~any transactions or series of transactions involvingCoca-Cola~~ ~~Enterprises Inc. For more information regarding~~ the ~~transaction see page 94.~~CCE Transaction. In the opinion of management, the terms of the investment banking services agreement are fair and reasonable and as favorable to the Company as those that could behave been obtained from unrelated third parties.

Howard G. Buffett and Berkshire Hathaway

The father of Howard G. Buffett, one of our Directors, is Warren E. Buffett, the Chairman of the Board, Chief Executive Officer and major stockholder of Berkshire Hathaway. Berkshire Hathaway’s

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holdings constituted approximately 8.71% of the Company’s outstanding Common Stock as of February 28, 2011.

Business Wire, Inc. (“Business Wire”) is a wholly-owned subsidiary of Berkshire Hathaway. In 2010, the Company paid approximately $337,000 to Business Wire to disseminate news releases for the Company in the ordinary course of business. This business relationship was in place prior to Berkshire Hathaway’s acquisition of Business Wire in 2006, is fair and reasonable and is on terms as favorable to the Company as those that could have been obtained from unrelated third parties.

FlightSafety International, Inc. (“FlightSafety”) is a wholly-owned subsidiary of Berkshire Hathaway. Effective January 2009, the Company agreed to a new five-year agreement with FlightSafety to provide flight attendant and mechanic training services to the Company. In August 2009, the Company agreed to a new five-year agreement with FlightSafety to provide pilot training services to the Company and, effective August 2010, entered into an addendum to the agreement for additional pilot training services. In 2010, the Company paid FlightSafety approximately $658,000 for pilot, flight attendant and mechanic training services provided to the Company in the ordinary course of business. From January 1 to October 1, 2010, CCE paid FlightSafety approximately $6,000 for training services in the ordinary course of business. In the opinion of management, the terms of the FlightSafety agreements are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the agreements.

International Dairy Queen, Inc. (“IDQ”) is a wholly-owned subsidiary of Berkshire Hathaway. In 2010, IDQ and its subsidiaries paid approximately $2.3 million to the Company directly and through bottlers and other agents to purchase fountain syrup and other products for its corporate stores in the ordinary course of business, of which approximately $13,000 was paid by CCR from October 2 to December 31, 2010. From January 1 to October 1, 2010, IDQ and its subsidiaries paid CCE approximately $8,500 to purchase products in the ordinary course of business. Payments from franchised stores are not included. Also in 2010, IDQ and its subsidiaries received promotional and marketing incentives based on the volume of both corporate and franchised stores, totaling approximately $1.7 million from the Company in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway’s acquisition of IDQ. In the opinion of management, the Company’s business relationship with IDQ is fair and reasonable and is on terms substantially similar to the Company’s relationships with other customers.

McLane Company, Inc. (“McLane”) is a wholly-owned subsidiary of Berkshire Hathaway. In 2010, McLane paid approximately $169 million to the Company to purchase fountain syrup and other products in the ordinary course of business, of which approximately $973,000 was paid to CCR from October 2 to December 31, 2010. From January 1 to October 1, 2010, McLane paid CCE approximately $2.5 million to purchase products in the ordinary course of business. Also in 2010, McLane received from the Company approximately $7.8 million in agency commissions, marketing payments and other fees relating to the sale of the Company’s products to customers in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway’s acquisition of McLane in 2003. In the opinion of management, the Company’s business relationship with McLane is fair and reasonable and is on terms substantially similar to the Company’s relationships with other customers.

XTRA Lease LLC (“XTRA”) is a wholly-owned subsidiary of Berkshire Hathaway. In 2010, the Company paid XTRA approximately $668,000 for the rental of trailers used to transport and store finished product in the ordinary course of business, of which approximately $485,000 was paid by

CCR from October 2 to December 31, 2010 under a national account agreement entered into between XTRA and CCE in September 2009. From January 1 to October 1, 2010, CCE paid XTRA approximately $1.4 million for equipment leases of trailers used to transport and store finished product in the ordinary course of business under the terms of its national account agreement with XTRA. In the opinion of management, the terms of the leases and the national account agreement are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the leases and the agreement.

Berkshire Hathaway holds a significant equity interest in American Express Company (American Express Company, together with its subsidiaries, “American Express”). In March 2010, the Company and American Express entered into a new five-year agreement under which American Express provides global credit card services to the Company. In 2010, American Express made a one-time advance payment to the Company of approximately $3.7 million, which was based on a minimum charge volume and is to be earned over the term of the agreement. Also in 2010, American Express paid the Company approximately $903,000 in rebates and incentives in the ordinary course of business. In 2010, the Company paid American Express fees of approximately $1.0 million for credit card memberships, business travel and other services in the ordinary course of business. From January 1 to October 1, 2010, CCE paid fees of approximately $6,000 to American Express for services in the ordinary course of business. In the opinion of management, the terms of the new agreement and the Company’s relationship with American Express are fair and reasonable.

Berkshire Hathaway holds a significant equity interest in Moody’s Corporation (“Moody’s”). In 2010, the Company paid a subsidiary of Moody’s fees of approximately $242,000 for rating the Company’s and CCE’s commercial paper programs, of which approximately $47,000 was for services provided to CCE prior to October 2, 2010. From January 1 to October 1, 2010, CCE paid a subsidiary of Moody’s fees of approximately $347,000 for providing long-term and short-term credit rating services. In the opinion of management, the Company’s relationship with Moody’s is fair and reasonable and is on terms substantially similar to the Company’s relationships with similar companies.

Berkshire Hathaway holds a significant equity interest in The Washington Post Company (“Washington Post”). In 2010, the Company paid fees of approximately $2.0 million to Washington Post for print media and online advertising in the ordinary course of business. From January 1 to October 2, 2010, CCE paid a subsidiary of Washington Post approximately $121,000 for advertising fees. In the opinion of management, the relationship with Washington Post is fair and reasonable and is on terms as favorable to the Company as those that could have been obtained from unrelated third parties.

Evan G. Greenberg

Evan G. Greenberg, one of our Directors, is Chairman, President and Chief Executive Officer of ACE Limited. ACE has provided insurance related products and services to the Company since 1986. ACE provides traditional insurance coverage where the Company seeks to transfer risk and fronting services where the Company seeks to retain risk. The Company renews its insurance coverage on an annual basis. For the one-year period of November 1, 2009 to November 1, 2010, ACE was the primary insurer in the Company’s Directors’ and Officers’ (“D&O”) liability tower and the fiduciary liability tower and the only insurer for employed lawyers liability. During this period, it also provided insurance coverage, but was not considered the primary insurer, for property insurance covering the Company’s plants and buildings. For the one-year period of November 1, 2010 to

November 1, 2011, the Company changed its insurance coverage and ACE is no longer the primary insurer in the D&O liability tower, although it provides D&O liability coverage on an excess basis. Also, ACE no longer provides employed lawyers liability insurance but continues to provide the Company with primary coverage for fiduciary liability. Since October 2, 2010, CCR is covered under the Company’s insurance policies. ACE also provides fronting services to the Company by issuing contracts for U.S. and international general and product liability insurance, U.S. workers’ compensation insurance and global property insurance on behalf of the Company. In 2010, the Company paid ACE approximately $3.0 million for insurance premiums and approximately $937,000 in fronting fees for property and casualty insurance premiums. From January 1 to October 1, 2010, CCE paid ACE approximately $576,000 for insurance premiums and other services in the ordinary course of business. In the opinion of management, the terms of the Company’s insurance coverage and fronting arrangements with ACE are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties.

Donald R. Keough

A son of Donald R. Keough, one of our Directors, is an executive officer of, and holds a significant equity interest in, Marsys Digital LLC (“Marsys Digital”). In 2009, the Company and Marsys Digital entered into a five-year services agreement relating to the Company’s use of Marsys Digital’s platform technology and infrastructure. ~~In 2009, the Company paid Marsys Digital approximately $5 million for infrastructure design associated with a digital infrastructure platform.~~ Under the terms of the services agreement, the Company is required to pay Marsys Digital $2.9 million annually over the ~~next five years~~five-year period for services associated with the operation, maintenance and support of the platform technology and infrastructure. ~~In 2009, the Company paid Marsys Digital approximately $507,000 for such services and additional hardware.~~ In 2009, the Company also entered into a warrant agreement with Marsys Digital whereby the Company was granted the right to purchase, for a period of up to six years, a 5% equity interest in Marsys Digital for an exercise price that is to be determined by the terms of the warrant agreement. The exercise price is based on a formula dependent on the fair market value of such equity interest and is subject to credit adjustments based on revenues recognized by Marsys Digital pursuant to its services agreement with the Company. In 2010, the Company paid Marsys Digital approximately $3.8 million for services associated with the design, operation, maintenance and support of the platform technology and infrastructure and additional hardware. Since Marsys Digital is a startup company, the value of the Company’s equity interest is not currently determinable.

~~James D. Robinson III~~

A~~daughter-in-law~~ of James D. Robinson III, one of our Directors, has an indirect minority equity interest in Delaware North. The Company has a sponsorship agreement with Delaware North relating to the TD Banknorth Garden in Boston, which was renewed in 2009 for an additional period of five years. In 2009, the Company paid Delaware North approximately $749,000 in marketing and sponsorship payments in the ordinary course of business. In 2009, Delaware North and its subsidiaries made payments totaling approximately $2.7 million to the Company directly and through bottlers and other agents to purchase fountain syrups and other products in the ordinary course of business. The Company has had a relationship with Delaware North for more than 75 years. In the opinion of management, the terms of the sponsorship agreement are fair and reasonable and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the agreement.

Peter V. Ueberroth

A daughter of Peter V. Ueberroth, one of our Directors, is an executive officer of the NBA. ~~The~~In 2010, the Company and the NBA ~~have~~ entered into a new four-year marketing, sponsorship and advertising agreement. Also in 2010, the Company and the NBA entered into a three-year marketing, sponsorship and advertising agreement associated with the Women’s National Basketball Association. The Company ~~made payments totaling~~paid approximately ~~$17.6~~$5.6 million to the NBA’s affiliated companies in ~~2009~~2010 for marketing, media placement, advertising and sponsorship in the ordinary course of business. From January 1 to October 1, 2010, CCE paid the NBA approximately $73,000 for marketing in the ordinary course of business. The Company has had a relationship with the NBA since the late ~~1980’s.~~1980s. In the opinion of management, the terms of the ~~agreement~~Company’s agreements with the NBA are fair and reasonable.

~~Berkshire Hathaway Inc. (“Berkshire Hathaway”)~~

Berkshire Hathaway’s holdings constituted approximately 8.68% of the Company’s outstanding Common Stock as of February 22, 2010. Business Wire, Inc. (“Business Wire”) is a wholly owned subsidiary of Berkshire Hathaway. In 2009, the Company paid approximately $132,000 to Business Wire to disseminate news releases for the Company in the ordinary course of business. This business relationship was in place prior to Berkshire Hathaway’s acquisition of Business Wire in 2006, is fair

~~and reasonable, and is on terms as favorable to the Company as those that could have been obtained from unrelated third parties.~~

FlightSafety International, Inc. (“FlightSafety”) is a wholly owned subsidiary of Berkshire Hathaway. In August 2009, the Company agreed to a new five-year agreement with FlightSafety to provide pilot training services to the Company. FlightSafety continues to provide flight attendant and mechanic training services to the Company under a five-year agreement entered into in March 2006. In 2009, the Company paid FlightSafety approximately $673,000 for providing pilot, flight attendant and mechanic training services to the Company in the ordinary course of business. In the opinion of management, the terms of the FlightSafety agreements pursuant to which these services are provided are fair and reasonable, and as favorable to the Company as those that could have been obtained from unrelated third parties at the time of the execution of the agreements.

International Dairy Queen, Inc. (“IDQ”) is a wholly owned subsidiary of Berkshire Hathaway. In 2009, IDQ and its subsidiaries made payments totaling approximately $2.1 million to the Company directly and through bottlers and other agents to purchase fountain syrup and other products for its corporate stores in the ordinary course of business. Payments from franchised stores are not included. Also in 2009, IDQ and its subsidiaries received promotional and marketing incentives based on the volume of both corporate and franchised stores, totaling approximately $1.5 million from the Company in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway’s acquisition of IDQ, is fair and reasonable, and is on terms substantially similar to the Company’s relationships with other customers.

McLane Company, Inc. (“McLane”) is a wholly owned subsidiary of Berkshire Hathaway. In 2009, McLane made payments totaling approximately $145.5 million to the Company to purchase fountain syrup and other products in the ordinary course of business. Also in 2009, McLane received from the Company approximately $5.5 million in agency commissions, marketing payments and other fees relating to the sale of the Company’s products to customers in the ordinary course of business. This business relationship was in place for many years prior to Berkshire Hathaway’s acquisition of McLane in 2003, is fair and reasonable, and is on terms substantially similar to the Company’s relationships with other customers.

Berkshire Hathaway also holds a significant equity interest in American Express Company (“American Express”). In 2009, the Company paid fees of approximately $410,000 for credit card memberships, business travel and other services in the ordinary course of business to American Express or its subsidiaries. The Company received from American Express approximately $1.1 million in rebates and incentives in the ordinary course of business. The relationship with American Express is fair and reasonable.

Berkshire Hathaway holds a significant equity interest in Moody’s Corporation (“Moody’s”). In 2009, the Company paid fees of $262,000 to a subsidiary of Moody’s for rating our commercial paper programs. Also in 2009, the Company paid fees of $875,000 to a subsidiary of Moody’s for rating the Company’s offering of debt securities. The relationship with Moody’s is fair and reasonable and is on terms substantially similar to the Company’s relationships with similar companies.

Berkshire Hathaway also holds a significant equity interest in The Washington Post Company (“Washington Post”). In 2009, the Company paid fees of approximately $313,000 to Washington Post for print media advertising in the ordinary course of business. The relationship with Washington Post is fair and reasonable, and is on terms as favorable to the Company as those that could have been obtained from unrelated third parties.

BlackRock, Inc.

BlackRock, Inc.’s holdings constitute approximately ~~5.42%~~5.00% of the Company’s outstanding Common Stock as of February ~~22, 2010.~~28, 2011. TheCoca-Cola Company Master Retirement Trust (the ~~“Trust”~~

“Trust”), a trust established by the Company for purposes of providing retirement benefits under certain employee benefit plans, and BlackRock Realty Advisors, Inc., a subsidiary of BlackRock, Inc., ~~have entered into~~are parties to an investment management agreement. Certain assets of the Company’s U.S. defined benefit pension plans (the “Trust Assets”) are invested in ~~the BlackRock Granite Property Fund, Inc. (the “Fund”), an investment~~a fund ~~which~~that is managed by a subsidiary of BlackRock, ~~Realty Advisors,~~ Inc. In ~~2009,~~2010, the Trust paid fees of approximately ~~$473,000~~$189,000 to BlackRock Realty Advisors, Inc. for its services as an investment manager ~~to the Company’s U.S. defined benefit pension plans~~ in the ordinary course of business. The Trust Assets have been invested in the ~~Fund~~fund since the 1990s, when it was managed by an entity that was acquired by BlackRock, Inc. in 2006. ~~The~~Also, certain assets of the U.K. Pension Scheme, which was established by the Company to provide retirement benefits under its employee benefit plans in the United Kingdom, are invested in funds managed by a subsidiary of BlackRock, Inc. In 2010, the U.K. Pension Scheme paid fees of approximately $482,000 to a subsidiary of BlackRock, Inc. for its services as an investment manager in the ordinary course of business.

Since the CCE Transaction, theCoca-Cola Enterprises Master Trust for Defined Benefit Plans (the “CCE Trust”), a trust established by CCE for purposes of providing retirement benefits under CCE employee benefit plans in the United States, continues in effect for CCR employees. Similarly, theCoca-Cola Bottling Company Master Trust (the “Canadian Trust”), a trust established by a Canadian subsidiary of CCE to provide retirement benefits under a CCE employee benefit plan in Canada, continues in effect for CCR employees. Certain assets of CCR’s U.S. and Canadian defined benefit pension plans are invested in funds managed by subsidiaries of BlackRock, Inc. pursuant to investment management agreements with entities that were acquired by BlackRock, Inc. in 2009. From January 1 to October 1, 2010, the CCE Trust and the Canadian Trust paid fees of approximately $468,000 and from October 2 to December 31, 2010, the CCE Trust paid fees of $70,000 to subsidiaries of BlackRock, Inc. for their services as investment managers in the ordinary course of business. No fees were paid by the Canadian Trust subsequent to October 2, 2010. In the opinion of management, the Company’s relationship with the subsidiaries of BlackRock, ~~Realty Advisors,~~ Inc. is fair and reasonable and is on terms substantially similar to the Company’s relationship with other investment managers.

Approval of Related Person Transactions

Our policies and procedures regarding related person transactions are in writing in the ~~committee~~ charters for the Committee on Directors and Corporate Governance and the Audit Committee and in our Codes of Business Conduct. These documents can be found on the Company’s website,www.thecoca-colacompany.com, under the ~~“Investors’’~~“Investors” section.

A “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company (including any of its subsidiaries) was, is or will be a participant and, as relates to Directors or shareowners who have an ownership interest in the Company of more than 5%, the amount involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. Under our policy, there is no threshold amount applicable to ~~Executive Officers~~executive officers with regard to Related Person Transactions.

A “Related Person” means:


	•	any person who is, or at any time during the applicable period was, a Director of the Company or a nominee for Director or an ~~Executive Officer;~~executive officer;

	•	any person who is known to the Company to be the beneficial owner of more than 5% of the Common Stock;


	•	any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling,mother-in-law,father-in-law,son-in-law,daughter-in-law,brother-in-law orsister-in-law of the Director, nominee for Director, ~~Executive Officer~~executive officer or more than 5% beneficial owner of the Common Stock, and any person (other than a tenant or employee) sharing the household of such Director, nominee for Director, ~~Executive Officer~~executive officer or more than 5% beneficial owner of the Common Stock; and

	•	any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

~~Related Person Transactions Involving Directors~~

In general, the Company will enter into or ratify Related Person Transactions only when the Board, ~~of Directors,~~ acting through the Committee on Directors and Corporate Governance, determines that the Related Person Transaction is reasonable and fair to the Company.

When a new Related Person Transaction is identified, it is brought to the Committee on Directors and Corporate Governance to determine if the proposed transaction is reasonable and fair to the Company. The Committee on Directors and Corporate Governance considers, among other things, the evaluation of the transaction by employees directly involved and the recommendation of the Chief Financial Officer.

However, many transactions that constitute Related Person Transactions are ongoing and some arrangements predate any relationship with the Director or predate the Director’s relationship with the Company. For example, ACI’s lease of space at 711 Fifth Avenue predates ~~Mr.~~ Herbert Allen’s service as a Director and was in place when the Company acquired the property as part of the purchase of Columbia Pictures in 1982.

When a transaction is ongoing, any amendments or changes are reviewed and the transaction is reviewed annually for reasonableness and fairness to the Company.

Identifying possible Related Person Transactions involves the following procedures, in addition to the completion and review of the customary ~~Directors’ Questionnaires.~~

~~The Company annually requests each Director to verify~~annual questionnaires by Directors, executive officers and ~~update~~shareowners who have an ownership interest of more than 5% of the ~~following information:~~Common Stock and complete a questionnaire.


	•	~~a list of entities~~Directors and nominees for Directors are required to annually verify and update information about (i) where the Director is an employee, director or executive ~~officer;~~

	•	officer, (ii) each entity where an immediate family member of a Director is an executive ~~officer;~~

	•	officer, (iii) each firm, corporation or other entity in which the Director or an immediate family member is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership ~~interest;~~interest and

	•	(iv) each charitable or non-profit organization where the Director or an immediate family member is an employee, executive officer, director or trustee.

	•	Any Related Person Transaction involving an executive officer must be preapproved by the Chief Executive Officer. Any transaction involving the Chief Executive Officer must be submitted to the Audit Committee for approval.

	•	The process for evaluating transactions involving a shareowner who has an ownership interest of more than 5% is essentially the same as that used for Directors, except that the transactions are submitted to the Audit Committee for approval.

~~A nominee for Director also is required to provide the Company with the foregoing information.~~

~~Related Person Transactions Involving Executive Officers~~

Likewise, each Executive Officer is required to complete an Executive Officers’ Questionnaire annually. In addition, any Related Person Transaction involving an Executive Officer must be preapproved by the Chief Executive Officer. Any such transaction involving the Chief Executive Officer must be submitted to the Audit Committee for approval.

~~Related Person Transactions Involving Shareowners With More Than 5% Ownership~~

The process for evaluating transactions involving a shareowner who has an ownership interest of more than 5% is essentially the same as that used for Directors, except that the transactions are submitted to the Audit Committee for approval. The Company annually requests that a shareowner (other than a passive investor) who has an ownership interest of more than 5% complete a Principal Shareowner Questionnaire that is similar to the questionnaires completed by Directors and Executive Officers.

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Verification Process

When the Company receives the requested information from its Directors (including nominees), executive officers and shareowners who own more than 5% of the outstanding Common Stock, the Company compiles a list of all ~~such~~ persons and entities, including all subsidiaries of the entities ~~identified.~~identified, that may give rise to a Related Person Transaction. The Office of the Secretary reviews the updated list and expands the list if necessary, based on a review of SEC filings, Internet searches and applicable websites.

Once the list of approximately 2,450 persons and entities ~~generally totaling approximately 2,300 entities when shareowners who have an ownership interest of more than 5% are included,~~ has been reviewed and updated, it is distributed within the Company to identify any potential transactions. This list also is sent to each of the Company’s approximately ~~318~~380 accounting locations to be compared to payments and receipts. As a result of the CCE Transaction, in 2010, the Office of the Secretary reviewed information provided by CCE on transactions between CCE and these persons and entities.

All ongoing transactions, along with payment and receipt information, are compiled for each person and entity. The information is reviewed and relevant information is presented to the Committee on Directors and Corporate Governance or the Audit Committee, as the case may be, in order to obtain approval or ratification of the transactions and to review in connection with its recommendations to the Board on the independence determinations of each Director.

DIRECTOR COMPENSATION

Directors who also serve as employees of the Company do not receive payment for services as Directors. The Committee on Directors and Corporate Governance is responsible for reviewing and making recommendations to the Board regarding all matters pertaining to fees and retainers paid to Directors for Board, ~~Committee~~committee and ~~Committee Chair~~committee chair services. Under the ~~Committee’s~~Committee on Directors and Corporate Governance’s charter, ~~the Committee~~it is authorized to engage consultants or advisors in connection with its ~~compensation~~ review and ~~analysis. The Committee~~analysis, though it did not engage any consultants in ~~2009.~~2010.

In making non-employee Director compensation recommendations, the Committee on Directors and Corporate Governance takes various factors into consideration, including, but not limited to, the responsibilities of Directors generally, as well as committee chairs, and the forms of compensation paid to directors by comparable ~~corporations.~~companies. The Board reviews the ~~Committee’s~~ recommendations of the Committee on Directors and Corporate Governance and determines the form and amount of Director compensation.

The current compensation program for non-employee Directors, TheCoca-Cola Company Compensation and Deferred Compensation Plan for Non-Employee Directors (the “Directors’ Plan”), has been in effect since January 1, ~~2009. The Board believes that non-employee Director compensation should be designed:~~2009 and is described further below.


	•	~~to align Directors’ interests with the long-term interests of shareowners;~~

	•	~~to link a significant portion of the compensation to our Common Stock;~~

	•	~~in a way that is simple, transparent and easy for shareowners to understand; and~~

	•	~~in a manner that is fair based on the work required of directors serving an entity of the Company’s size and scope.~~

Prior Directors’ Plan

In 2006, the Board ~~of Directors~~ adopted the Compensation Plan for Non-Employee Directors of TheCoca-Cola Company, which was amended on December 13, 2007 (the “Prior Directors’ Plan”).

The Prior Directors’ Plan, which was effective through December 31, 2008, ~~ties~~tied the Directors’ annual pay to the Company’s performance over a three-year period. For all of the performance periods, the Board set a target of 8% compound annual growth in comparable earnings per share. ~~For the 2006–2008 performance period, the Company’s 2005 comparable earnings per share of $2.17 was used as the base for this calculation.~~ For the 2007–2009 performance period, the Company’s 2006 comparable earnings per share of $2.37 was used as the base for this calculation. For the 2008–2010 performance period, the Company’s 2007 comparable earnings per share of $2.70 iswas used as the base for this calculation. For all performance periods, the calculation of comparable earnings per share growth iswas adjusted for significant structural changes, accounting changes and ~~non-recurring~~nonrecurring charges and gains.

Under the Prior Directors’ Plan, each Director, except a new Director, was credited with share units as compensation for each year in an amount equal to the number of shares of Common Stock that could be purchased for $175,000 on the date of the first ~~regularly-scheduled board~~regularly scheduled Board meeting ~~that occurred in February.~~each year. When a dividend iswas paid on Common Stock, the number of units iswas increased by the number of shares of Common Stock that could be purchased with the amount of the dividend on the dividend payment date. If the performance goal iswas met at the end of the three-year period, each participating Director iswas paid in cash an amount equal to the number of units multiplied by the fair market value of a share of Common Stock on the date the Audit Committee ~~certifies~~certified performance results. If performance goals ~~are~~had not been met, the participating Directors ~~receive~~would have received nothing for that year of service. Pursuant to the terms of this plan, new Directors were paid $175,000 in cash for their first twelve months of service and thereafter were eligible to participate in the performance portion of this plan.

In February 2009, the Audit Committee reviewed and certified the Company’s comparable earnings per share performance for the 2006–2008 performance period. Each Director participating in the Prior Directors’ Plan for that performance period was credited with 4,587 share units as of February 18, 2009 and earned $195,617 for 2006 compensation.

In February 2010, the Audit Committee reviewed and certified that the performance target of 8% compound comparable earnings per share growth for the 2007–2009 performance period was achieved. As of February 17, 2010, each Director participating in the Prior Directors’ Plan for this performance period, other than Ms. Herman, had accrued 3,986 share units for 2007 compensation. Based on the average of the high and low prices of the Common Stock on February 17, 2010, these Directors earned $219,861 for this performance period upon the Board’s authorization of payout on February 18, 2010. As a new 2007 Director, Ms. Herman was not eligible to participate in the performance portion of this plan. Mr. Wallenberg and Ms. Lagomasino did not participate in the 2007–2009 performance plan because they became Directors in 2008.

The performance plan for 2008 compensation (the 2008–2010 performance period) is the final plan in progress under the Prior Directors’ Plan and will pay out in February 2011, if the performance criterion is met. Currently, it is not known whether the target for this period will be met. As of the end of 2009, we believed it was not probable that the target would be achieved for this period based on performance through 2009. The volatility in the global economic environment and the impact of currency over the remaining year of the performance period will have a significant impact on whether or not the program ultimately pays out.

3642

The Prior Directors’ Plan is now complete. The final payouts under the Prior Directors’ Plan to each eligible Director are summarized in the table below.

Audit Committee

Number of Share

Performance Period

Certification Date

Units Credited

Payout

2007-2009 (for 2007 compensation)

February 17, 2010

3,986

219,861

2008-2010 (for 2008 compensation)

February 16, 2011

3,301

208,544


¹		Ms. Herman received a prorated number of share units (834) because she was only eligible for the performance portion of this plan for part of 2008.

~~2009~~2010 Annual Compensation

Under the Directors’ Plan, ~~2009~~2010 annual compensation ~~of $175,000 was paid or credited~~ to ~~each~~ non-employee ~~Director. Of this amount,~~Directors consisted of $50,000 (or approximately 29%) ~~was~~ paid in cash in quarterly installments and $125,000 (or approximately 71%) ~~was~~ credited in deferred share ~~units (“DSUs”).~~units. Non-employee Directors have the option of deferring all or a portion of their cash compensation in ~~DSUs.~~share units. The number of ~~DSUs~~share units awarded to non-employee Directors is equal to the number of shares of Common Stock that could be purchased for $125,000 ~~based on the average of the high and low prices of a share of Common Stock~~ on April 1st (or the next business day if April 1st is not a business day). ~~Each DSU is equal in value to a share of Common Stock, but does~~Share units do not have voting ~~rights. DSUs~~rights but are credited with hypothetical dividends that are reinvested in additional units to the extent dividends on Common Stock are received by shareowners. ~~The DSUs~~Share units will be paid out in cash to non-employee Directors on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months after the Director leaves the Board. Directors may elect to take their ~~DSU cash payment~~payout in a lump sum or in up to five annual installments.

In addition, each non-employee Director who served as a committee chair in 2010 received an additional $20,000 in cash. Directors do not receive fees for attending Board or committee meetings. Non-employee Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.

The Board believes that the Directors’ Plan:


	•	ties the majority of Directors’ compensation to shareowner interests because the value of the units fluctuates up or down depending on the stock price;

	•	focuses on the long term, since the share units are not paid until ~~the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months~~ after the Director leaves the Board;

	•	is simple to understand and communicate; and

	•	is equitable based on the work required of directors serving an entity of the Company’s size and scope.

In addition, each non-employee Director who served as a Committee Chair in 2009 received an additional $20,000 in cash. Directors do not receive fees for attending Board or committee meetings. Non-employee Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.

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The following table details the total compensation of the Company’s non-employee Directors for the year ended December 31, 2010.

~~2009~~2010 Director Compensation


									Change in														Change in
									Pension Value														Pension Value
									and														and
	Fees								Nonqualified						Fees								Nonqualified
	Earned						Non-Equity		Deferred						Earned						Non-Equity		Deferred
	or Paid		Stock		Option		Incentive Plan		Compensation		All Other				or Paid		Stock		Option		Incentive Plan		Compensation		All Other
	in Cash		Awards		Awards		Compensation		Earnings		Compensation		Total		in Cash		Awards		Awards		Compensation		Earnings		Compensation		Total
Name	($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
Herbert A. Allen	$	50,000	$	125,000	$	0	$	0	$	0	$	3	$	175,003	$	50,000	$	125,000	$	0	$	0	$	0	$	1,064	$	176,064

Ronald W. Allen		50,000		125,000		0		0		0		614		175,614		50,000		125,000		0		0		0		1,675		176,675
Cathleen P. Black		70,000		125,000		0		0		0		357		195,357

Cathleen P. Black¹																70,000		125,000		0		0		0		1,675		196,675

Howard G. Buffett²																12,500		8,771		0		0		0		0		21,271

Barry Diller		50,000		125,000		0		0		0		614		175,614		50,000		125,000		0		0		0		1,675		176,675

Alexis M. Herman		50,000		125,000		0		0		0		403		175,403		50,000		125,000		0		0		0		1,064		176,064

Donald R. Keough		70,000		125,000		0		0		0		0		195,000		70,000		125,000		0		0		0		0		195,000

Maria Elena Lagomasino		50,000		125,000		0		0		0		3		175,003		50,000		125,000		0		0		0		21,064		196,064

Donald F. McHenry		70,000		125,000		0		0		0		21,036		216,036		70,000		125,000		0		0		0		2,096		197,096

Sam Nunn		50,000		125,000		0		0		0		33,906		208,906		50,000		125,000		0		0		0		35,867		210,867

James D. Robinson III		70,000		125,000		0		0		0		11,036		206,036		70,000		125,000		0		0		0		22,096		217,096

Peter V. Ueberroth		70,000		125,000		0		0		0		21,906		216,906		70,000		125,000		0		0		0		15,867		210,867

Jacob Wallenberg		50,000		125,000		0		0		0		3		175,003		50,000		125,000		0		0		0		1,064		176,064

James B. Williams		70,000		125,000		0		0		0		21,274		216,274		70,000		125,000		0		0		0		23,011		218,011

E. Neville Isdell served as the executive Chairman of the Board of Directors from January 2009 through April 2009 when he retired. No compensation information is included in the table above for Mr. Isdell because in 2009 he was an executive officer of the Company, other than a Named Executive Officer (as defined on page 40), who did not receive any additional compensation for his services as a Director.


¹		Ms. Black resigned from the Board effective December 31, 2010.

²		Mr. Buffett was appointed to the Board on December 9, 2010.

Fees Earned or Paid in Cash (Column (b))

~~As required under~~Under the terms of the Directors’ Plan, up to $50,000 of the $175,000 annual retainer ~~was~~may be paid in cash to each ~~of the~~ non-employee ~~Directors named in the table above for 2009 Board service.~~Director. Each of Ms. Black and Messrs. Keough, McHenry, Robinson, Ueberroth and Williams received an additional $20,000 for service as a committee chair in 2010. Messrs. Diller and Nunn each deferred $37,500 of their 2010 cash compensation into 678 share units and Mr. Williams deferred $52,500 of his 2010 cash compensation into 950 share units. The number of share units is equal to the number of shares of Common Stock that could be purchased for ~~2009 Committee Chair service.~~the deferred amount based on the average of the high and low prices of a share of Common Stock on April 1, 2010.

Stock Awards (Column (c))

The amounts reported in the Stock Awards column reflect the grant date fair value associated with each Director’s ~~DSUs~~share units that are required to be deferred under the Directors’ Plan, calculated in accordance with the provisions of the Financial Accounting Standards Board Accounting Standards Codification 718, ~~Compensation –~~ Compensation–Stock Compensation (“FASB Topic 718”).

All Other Compensation (Column (g))

The amounts reported in the All Other Compensation column reflect, where applicable, the premiums for business travel accident insurance, life insurance (including accidental death and

dismemberment coverage), medical and dental insurance, ~~and~~ Company matching gifts to non-profit organizations ~~for~~and certain amenities provided to Directors ~~who participated in that program.~~at a Board meeting held at the Vancouver Olympic Games, which the Company sponsored.

For Directors who elected coverage prior to 2006 (Messrs. Nunn, Ueberroth and Williams), the Company provides health and dental insurance coverage on the same terms and at the same cost as available to U.S. ~~employees and~~employees. For Directors who elected coverage prior to 2006, the Company also provides life insurance coverage, which includes $30,000 term life insurance and $100,000 group accidental death and dismemberment insurance. The premiums for this life insurance (including accidental death and ~~dismemberment)~~dismemberment, if applicable) for participating Directors were: for each of Messrs. Ronald Allen and Diller ~~$611; for~~and Ms. Black ~~$354;~~— $611, for Mr. Williams — $1,021 and for each of Messrs. McHenry, Nunn, Robinson and Ueberroth ~~and Williams~~— $1,033. This coverage was discontinued in 2006 for all other Directors. Group travel accident insurance coverage of $200,000 is provided to all Directors while traveling on Company business, at a Company cost of $3$4 per Director. The total cost for these insurance benefits to all of the non-employee Directors in ~~2009~~2010 was ~~$42,759.~~$45,496.

The Directors are eligible to participate in the Company’s matching gifts program, which is the same program available to all U.S. based employees and retirees. In ~~2009,~~2010, this program matched up to $10,000 of charitable contributions to tax-exempt arts, cultural, environmental or educational organizations, on a two for one basis. The total cost of matching contributions on behalf of the non-employee Directors for ~~2009~~2010 gifts was ~~$68,000. Mr.~~$70,000. Messrs. Nunn’s and ~~Mr. McHenry’s~~Robinson’s and Ms. Lagomasino’s designated charities received $20,000 each. Mr. ~~Robinson’s and Mr.~~ Williams’ ~~designated charities received $10,000 each. Mr. Ueberroth’s~~ designated charity received ~~$8,000.~~$10,000. In addition, the table does not include matching contributions of $20,000 paid in 2010 because they relate to gifts made in late 2009 by Mr. Robinson.

The Company ~~also~~ provides its products to ~~Directors.~~Directors’ offices without charge. The total cost of Company products provided during ~~2009~~2010 to all of the non-employee Directors was approximately ~~$16,040,~~$17,075, which is not reflected in the table.

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OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY

Directors and Executive Officers

The following table sets forth information regarding beneficial ownership of Common Stock by each Director, each individual named in the Summary Compensation Table on page ~~65 (the “Named Executive Officers”),~~73, and our Directors and Executive Officers as a group, all as of February ~~22, 2010.~~28, 2011.

Aggregate Number

Percent of

Aggregate Number

Percent of

of Shares

Outstanding

of Shares

Outstanding

Name

Beneficially Owned

Shares¹⁹

Beneficially Owned

Shares²⁰

Herbert A. Allen

9,005,400

Herbert A. Allen

8,853,320

Ronald W. Allen

12,000

Cathleen P. Black

10,200

Howard G. Buffett

24,296

Barry Diller

1,011,000

⁴

1,636,000

⁴

Evan G. Greenberg

3,896

Alexis M. Herman

1,000

⁵

1,000

⁵

Donald R. Keough

5,040,938

⁶

5,041,088

⁶

Maria Elena Lagomasino

2,000

⁷

4,825

⁷

Donald F. McHenry

25,919

⁸

25,936

⁸

Sam Nunn

1,000

⁹

1,000

⁹

James D. Robinson III

61,925

¹⁰

61,925

¹⁰

Peter V. Ueberroth

61,000

¹¹

61,000

¹¹

Jacob Wallenberg

1,000

⁷

1,000

¹²

James B. Williams

99,717,486

¹²

4.33%

96,893,828

¹³

4.22%

Muhtar Kent

1,309,218

¹³

2,098,273

¹⁴

Alexander B. Cummings, Jr.

1,127,872

¹⁴

Ahmet C. Bozer

615,677

¹⁵

J. Alexander M. Douglas, Jr.

863,650

¹⁶

Gary P. Fayard

1,648,752

¹⁵

1,931,572

¹⁷

Irial Finan

836,241

¹⁶

José Octavio Reyes

1,300,209

¹⁷

1,536,931

¹⁸

All Directors and Executive Officers as a Group (28 Persons)

125,193,121

¹⁸

5.41%

All Directors and Executive Officers as a Group (31 Persons)

126,659,266

¹⁹

5.49%

* Less than 1% of issued and outstanding shares of Common Stock.

¹ Includes 2,847,920 shares held by ACI and 5,400 shares held in three trusts in which Mr. Allen, in each case, is one of five trustees. Does not include 18,348 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.


*		Less than 1% of issued and outstanding shares of Common Stock.

¹		Includes 3,000,000 shares held by ACI and 5,400 shares held in three trusts in which Mr. Allen, in each case, is one of five trustees. Does not include 21,258 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

4046


²		Includes 2,000 shares held by Mr. Allen’s wife. Mr. Allen has disclaimed beneficial ownership of his wife’s shares. Does not include 20,006 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

³		Does not include 137 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include shares owned by Berkshire Hathaway Inc., which are included in the “Principal Shareowners” table on page 49.

⁴		Does not include 30,862 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

⁵		Does not include 5,341 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

⁶		Includes 6,000 shares held by a trust of which a management company in which Mr. Keough holds a significant interest is the trustee. Also includes 131,000 shares held by a foundation of which he is one of eight trustees. Mr. Keough disclaims beneficial ownership of these 137,000 shares held by the trust and the foundation. Also includes 420,088 shares held by three limited liability companies in which Mr. Keough’s children hold a majority of the economic interest. Mr. Keough and his wife have investment control over these shares. Mr. Keough disclaims beneficial ownership of these 420,088 shares except to the extent of his pecuniary interest therein. Does not include 21,708 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

⁷		Does not include 5,341 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

⁸		Includes 536 shares held by Mr. McHenry’s grandchildren. Does not include 22,899 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

⁹		These shares are pledged in connection with a margin account. Does not include 42,184 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

¹⁰		Includes 29,698 shares held by a trust of which Mr. Robinson is a co-trustee. Does not include 1,400,000 shares held by a trust of which Mr. Robinson is a beneficiary with no voting or investment power. Does not include 41,253 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

¹¹		Includes 22,000 shares held by a trust of which Mr. Ueberroth is one of two trustees and a beneficiary, 10,000 shares held by his wife and 8,000 shares held by a foundation of which he is one of six directors. Does not include 48,235 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

¹²		Does not include 5,341 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

¹³		Includes 81,057,003 shares held by four foundations of which Mr. Williams is, in all cases, one of five trustees, and 15,786,700 shares held by a foundation of which he is one of three trustees. Does not include 66,818 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year


		following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

¹⁴		Includes 32,036 shares credited to Mr. Kent’s accounts under TheCoca-Cola Company Thrift & Investment Plan (the “Thrift Plan”), 44,887 shares of restricted stock and 1,900,599 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 29, 2011. Does not include 60,756 unvested restricted stock units, which will be settled in shares upon vesting, and 13,231 share units credited to his account underThe Coca-Cola Company Supplemental Thrift Plan (the “Supplemental Thrift Plan”), which are settled in cash after retirement.

¹⁵		Includes 7,205 shares credited to Mr. Bozer’s accounts under the Thrift Plan and 577,421 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 29, 2011. Does not include 43,410 unvested restricted stock units, which will be settled in shares upon vesting, and 5,061 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

¹⁶		Includes 4,149 shares credited to Mr. Douglas’ accounts under the Thrift Plan, 47,515 shares of restricted stock and 759,840 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 29, 2011. Does not include 26,733 unvested restricted stock units, which will be settled in shares upon vesting, and 6,845 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

¹⁷		Includes 9,276 shares credited to Mr. Fayard’s accounts under the Thrift Plan, 47,217 shares of restricted stock and 1,724,652 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 29, 2011. Does not include 37,466 unvested restricted stock units, which will be settled in shares upon vesting, and 11,533 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

¹⁸		Includes 139,866 shares held by a trust in which Mr. Reyes has an indirect beneficial interest. Also includes 1,397,065 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 29, 2011. Does not include 68,966 unvested restricted stock units, which will be settled in shares upon vesting, and 848 share units credited to Mr. Reyes’ account under TheCoca-Cola Export Corporation International Thrift Plan (the “International Thrift Plan”), which are settled in cash after retirement.

¹⁹		Includes 306,978 shares of restricted stock, 84,000 shares that are subject to performance criteria, 12,492,464 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 29, 2011, 110,008 shares credited to accounts under the Thrift Plan and 13,219 shares subject to pledges or held in margin accounts. Does not include 331,383 share units deferred under the Directors’ Plan, 737,548 unvested restricted stock units, which will be settled in shares upon vesting, 22,857 share units credited to accounts under the International Thrift Plan and 66,600 share units credited to accounts under the Supplemental Thrift Plan.

²⁰		Share units credited under the Directors’ Plan, the International Thrift Plan and the Supplemental Thrift Plan are not included as outstanding shares in calculating these percentages. Unvested restricted stock units, which will be settled in shares upon vesting, also are not included.

² Includes 2,000 shares held by Mr. Allen’s wife. Mr. Allen has disclaimed beneficial ownership of such shares. Does not include 17,135 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

³ Includes 10,200 shares jointly held with Ms. Black’s husband. Does not include 40,217 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

⁴ Does not include 23,787 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

⁵ Does not include 2,917 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 808 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

⁶ Includes 6,000 shares held by a trust of which a management company in which Mr. Keough holds a significant interest is the trustee. Also includes 131,000 shares held by a foundation of which he is one of eight trustees. Mr. Keough disclaims beneficial ownership of these 137,000 shares held by the trust and the foundation. Also includes 366,600 shares held by two limited liability companies in which Mr. Keough’s children hold a majority of the economic interest. Mr. Keough and his wife have investment control over these shares. Mr. Keough disclaims beneficial ownership of these 366,600 shares except to the extent of his pecuniary interest therein. Does not include 15,585 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

⁷ Does not include 2,917 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board.

⁸ Includes 520 shares held by Mr. McHenry’s grandchildren. Does not include 19,939 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

⁹ Does not include 34,764 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include

~~3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.~~

¹⁰ Includes 29,698 shares held by a trust of which Mr. Robinson is a co-trustee. Does not include 1,580,000 shares held by a trust of which Mr. Robinson is a beneficiary with no voting or investment power. Does not include 34,534 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

¹¹ Includes 22,000 shares held by a trust of which Mr. Ueberroth is one of two trustees and a beneficiary, 10,000 shares held by his wife and 8,000 shares held by a foundation of which he is one of six directors. Does not include 44,502 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

¹² Includes 83,880,786 shares held by four foundations of which Mr. Williams is, in all cases, one of five trustees, and 15,786,700 shares held by a foundation of which he is one of three trustees. Does not include 58,376 share units deferred under the Directors’ Plan, which are settled in cash on the later of (i) January 15 of the year following the year in which the Director leaves the Board or (ii) six months following the date on which the Director leaves the Board. Does not include 3,199 share units credited under the Prior Directors’ Plan, which are subject to the achievement of performance goals.

¹³ Includes 30,104 shares credited to Mr. Kent’s accounts under The Coca-Cola Company Thrift & Investment Plan (the “Thrift Plan”), 97,387 shares of restricted stock, 50,000 shares that are subject to performance criteria and 1,121,526 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 9,280 share units credited to his account under The Coca-Cola Company Supplemental Thrift Plan (the “Supplemental Thrift Plan”), which are settled in cash after retirement.

¹⁴ Includes 6,961 shares credited to Mr. Cummings’ accounts under the Thrift Plan, 83,607 shares of restricted stock, and 989,852 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 6,939 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

¹⁵ Includes 8,317 shares credited to Mr. Fayard’s accounts under the Thrift Plan, 107,217 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 1,451,471 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 9,985 share units credited to his account under the Supplemental Thrift Plan, which are settled in cash after retirement.

¹⁶ Includes 82,125 shares of restricted stock, 50,000 shares that are subject to performance criteria, and 705,261 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 5,837 share

~~units credited to Mr. Finan’s account under TheCoca-Cola~~ ~~Export Corporation International Thrift Plan (the “International Thrift Plan”), which are settled in cash after retirement.~~

¹⁷ Includes 103,116 shares held by a trust in which Mr. Reyes has an indirect beneficial interest. Also includes 1,109,043 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010. Does not include 88,050 unvested restricted stock units, which will be settled in shares upon vesting, and 822 share units credited to Mr. Reyes’ account under the International Thrift Plan, which are settled in cash after retirement.

¹⁸ Includes 574,847 shares of restricted stock, 184,000 shares that are subject to performance criteria, 8,923,642 shares that may be acquired upon the exercise of options, which are presently exercisable or that will become exercisable on or before April 23, 2010 and 95,589 shares credited to accounts under the Thrift Plan. Does not include 315,938 share units deferred under the Directors’ Plan, 32,798 share units credited under the Prior Directors’ Plan which are subject to the achievement of performance goals, 248,535 unvested restricted stock units, which will be settled in shares upon vesting, 16,223 share units credited to accounts under the International Thrift Plan and 50,265 share units credited to accounts under the Supplemental Thrift Plan.

¹⁹ Share units credited under the Directors’ Plan, the Prior Directors’ Plan, the International Thrift Plan and the Supplemental Thrift Plan are not included as outstanding shares in calculating these percentages. Unvested restricted stock units, which will be settled in shares upon vesting, also are not included.

Principal Shareowners

Set forth in the table below is information about the number of shares held by persons we know to be the beneficial owners of more than 5% of the issued and outstanding Common Stock.

Percent of Class

Aggregate

Percent of

Number of Shares

as of

Number of Shares

Outstanding

Name and Address

Beneficially Owned

February 22, 2010³

Beneficially Owned

Shares³

Berkshire Hathaway Inc.¹

200,000,000

8.68

200,000,000

8.71%

3555 Farnam Street, Suite 1440

Omaha, Nebraska 68131

BlackRock, Inc.²

124,937,129

5.42

114,794,721

5.00%

40 East 52nd Street

New York, New York 10022

¹ ~~Berkshire Hathaway, a diversified holding company, has informed the Company that, as of December 31, 2009, it held an aggregate of 200,000,000 shares of Common Stock through subsidiaries.~~

² The information is based on a Schedule 13G filed by BlackRock, Inc. with the SEC on January 29, 2010 reporting beneficial ownership as of December 31, 2009. BlackRock, Inc. reported that it has sole voting and dispositive power with respect to these shares of Common Stock.

³ ~~The ownership percentages set forth in this column are based on the Company’s outstanding shares of Common Stock on February 22, 2010 and the assumption that each of the principal~~

~~shareowners continued to own the number of shares reflected in the table above on February 22, 2010.~~


¹		Berkshire Hathaway, a diversified holding company, has informed the Company that, as of December 31, 2010, it held an aggregate of 200,000,000 shares of Common Stock through subsidiaries.

²		The information is based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on June 10, 2010 reporting beneficial ownership as of May 31, 2010. BlackRock, Inc. reported that it has sole voting and dispositive power with respect to these shares of Common Stock.

³		The ownership percentages set forth in this column are based on the assumption that each of the principal shareowners continued to own the number of shares reflected in the table above on February 28, 2011.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Executive ~~Officers,~~officers, Directors and certain persons who own more than 10% of the outstanding shares of Common Stock are required by Section 16(a) of the 1934 Act and related regulations:


	•	to file reports of their ownership of Common Stock with the SEC and the NYSE; and

	•	to furnish us with copies of the reports.

We received written representations from each such person who did not file an annual statement on Form 5 with the SEC that no Form 5 was due. Based on our review of the reports and representations, we believe that all Section 16(a) reports were filed timely in 2009, except one. On February 12, 2010, one late Form 4 was filed with respect to the September 29, 2009 sale of 1,902 shares of Common Stock held by a trust where Mr. Robinson, a Director, serves as~~co-trustee~~ ~~with Wachovia Bank N.A.~~2010.

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COMPENSATION DISCUSSION AND ANALYSIS

~~Overview~~Executive Summary

This Compensation Discussion and Analysis provides you with a detailed description of our executive compensation philosophy and programs, the compensation decisions we have made under those programs, and the factors we considered in making those decisions. The Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers for 2010, who were:


	•	Muhtar Kent, Chairman of the Board and Chief Executive Officer;

	•	Ahmet C. Bozer, President, Eurasia and Africa Group;

	•	J. Alexander M. Douglas, Jr., President, North America Group;

	•	Gary P. Fayard, Executive Vice President and Chief Financial Officer; and

	•	José Octavio Reyes, President, Latin America Group.

Executive Compensation Practices

Our compensation programs are designed to reward employees for producing sustainable growth ~~for our shareowners and~~consistent with the Company’s 2020 Vision, to attract and retain world-class ~~talent. Most~~talent and to align compensation ~~for senior executives~~with the long-term interests of our shareowners.

The table below highlights our current executive compensation practices – both the practices we believe drive performance (left column) and the practices we have not implemented because we do not believe they would serve our shareowners’ long-term interests (right column).


		Executive Compensation Practices We
Our Executive Compensation Practices:	See	HaveNot Implemented:	See
(What We Do)	Page	(What We Don’t Do)	Page
• We tie pay to performance. The great majority of executive pay is not guaranteed. We set clear financial goals for corporate and business unit performance and differentiate based on individual achievement. • We review tally sheets when making executive compensation decisions.	51	• We do not have employment contracts for the Chairman and Chief Executive Officer or other Named Executive Officers except for Mr. Reyes, who is based in Mexico where contracts are required.	66

• We mitigate undue risk, including utilizing caps on potential payments, clawback provisions, retention provisions, multiple performance targets, and robust Board and management processes to identify risk.	61	• We do not believe any of the Company’s compensation programs create risks that are reasonably likely to pose a material adverse impact to the Company.	61


		Executive Compensation Practices We
Our Executive Compensation Practices:	See	HaveNot Implemented:	See
(What We Do)	Page	(What We Don’t Do)	Page
• We have reasonable post-employment and change in control provisions that apply to executive officers in the same manner as the employee population generally. • We amended our stock option and restricted stock plans under which additional awards may be granted to generally provide for accelerated vesting of future awards after a change in control only if an employee is also terminated within two years of the change in control (a double-trigger).	67	• We do not have separate change in control agreements or excise tax gross-ups. • We do not have an executive retirement plan that provides extra benefits to the Named Executive Officers and do not include the value of equity awards in pension calculations.	67

• We provide only modest perquisites that have a sound benefit to the Company’s business.	66	• We do not provide tax gross-ups for personal aircraft use or financial planning.	66

• We have adopted stringent share ownership guidelines, which all Named Executive Officers meet. • We have a holding period on earned performance share units. • We evaluate share utilization by reviewing overhang and annual run rates.	70	• We do not reprice underwater stock options.	59

• Our Compensation Committee benefits from its utilization of an independent compensation consulting firm.	65	• Effective July 2010, the Compensation Committee does not allow its compensation consulting firm to provide any other services to the Company.	65

How Pay is ~~tied~~Tied to ~~the Company’s performance and, therefore, is not guaranteed. If the~~ Company ~~or the executive does not perform, executives may receive only a fraction of their total direct compensation.~~Performance

2010 Financial Highlights

In ~~2009,~~2010, the Company continued to deliver ~~solid~~strong operating performance, ~~in line with our~~meeting or exceeding all of its long-term growth ~~targets despite global macroeconomic challenges. Specifically, in 2009,~~targets. In addition, the Company ~~achieved:~~successfully completed the CCE Transaction, which we believe will increase operating effectiveness and efficiency in North America. Financial highlights include:


	•	strong worldwide unit case volume growth of 3%5%;

	•	~~comparable currency neutral operating income growth of 7%;~~

	•	~~strong cash flow generation, with full-year cash from operations up 8% to $8.2 billion;~~

	•	~~continued global nonalcoholic ready-to-drink beverage volume and value share gains; and~~

	•	~~significant savings from productivity initiatives.~~

In addition, the Company’s total return to shareowners, reflecting stock price appreciation and dividends, was approximately 30%, which was higher than the average total shareowner return of the Dow Jones Industrial Average companies.

~~The Company’s performance was reflected in elements of compensation earned or awarded to executives in 2009 as follows:~~


	•	~~Annual Incentive:~~ As described in further detail beginning on page 50, annual incentive amounts reflect the solid performance of the Company against volume and comparable earnings per share targets. However, no Named Executive Officer received the maximum payout.

	•	~~Stock Options:~~ Due to the increase in the Company’s stock price, the intrinsic value of some outstanding stock options also increased. However, no Named Executive Officer exercised any stock options in 2009. As of February 22, 2010, 30% of the outstanding stock options held by Named Executive Officers remain “underwater,” including the special premium-priced options granted to Mr. Kent in 2008. Our stock option plans prohibit repricing of options without shareowner approval and the Company has a clear position against repricing options.

	•	~~Performance Share Units:~~ As described in further detail on page 54, Company performance against economic profit growth targets resulted in the 2007–2009 performance share units being earned at just below the target level. Performance in 2009, most notably the impact of currency, also influenced the currently projected payout of the 2008–2010 performance share units at the threshold (50%) level.

~~Our Compensation Philosophy and Risk Considerations~~

~~Philosophy~~

~~Our compensation philosophy is to drive and support the Company’s business goals as set forth in the Company’s 2020 Vision, by paying for measurable performance and achievement of approved~~

individual goals. The 2020 Vision – produced based on collective input from bottlers, associates and other key stakeholders – is an action plan that sets forth a common set of strategies guiding the~~Coca-Cola~~ ~~system that we believe are essential in order for us to succeed in this changing environment over the next decade.~~

~~Awards are made with due consideration to balancing risk and reward. We design compensation programs to:~~


	•	~~pay for performance and encourage behaviors that reinforce the values underlying the 2020 Vision, including leadership, collaboration, integrity, accountability, passion, diversity and quality;~~

	•	~~reinforce a high-performing culture;~~

	•	~~optimize our investment in our people by focusing on compensation programs that drive sustainable growth and that employees value;~~

	•	~~establish a clear connection between the performance of each of our employees, including the Named Executive Officers; their rewards; and the Company’s overall performance; and~~

	•	~~be transparent in intent and simple in design.~~

We seek to provide the highest performing employees with the highest rewards. Executives are encouraged to meet both business goals and their personal goals, such as developing talent, achieving diversity, and personal skills development.

~~Risk Considerations~~

The Compensation Committee reviews the risks and rewards associated with the Company’s compensation programs. The Compensation Committee designs compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our programs encourage and reward prudent business judgment and appropriate risk-taking over the long term. With respect to specific elements of compensation:


	•	Base salary does not encourage risk-taking as it is a fixed amount. Base salary is a relatively small percentage of total direct compensation for executives. We have not increased the relative weighting of base salary because we believe there is also risk to the Company if executives are too conservative.

	•	The annual Performance Incentive Plan is designed to reward achievement of short-term results when measured against performance metrics. Plan design together with Board and management processes mitigate undue risk-taking. Specifically:


	•	~~Multiple Performance Factors.~~ ~~The Performance Incentive Plan uses multiple performance factors that encourage executives to focus on the overall health of the business rather than a single financial measure.~~

	•	~~Award Cap.~~ ~~The plan caps the maximum award payable to any individual as described on page 50.~~

	•	~~Clawback Provision.~~ ~~The Performance Incentive Plan allows the Company to recapture awards from current and former employees in certain situations, including restatement of financial results, as described on page 58.~~

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	•	~~Management Processes.~~ ~~Board and management processes are in place~~reported net revenue of $35.1 billion, with comparable currency neutral net revenue of $34.5 billion, up 14% from 2009, including an 8% benefit from structural changes, principally related to ~~oversee risk associated with~~ the Performance Incentive Plan, including, but not limited to: monthly and quarterly business performance reviews by management and regular business performance review by the Audit Committee and the Company’s internal disclosure committee.


	•	~~A number of factors mitigate risks inherent in long-term equity compensation, specifically:~~


	•	~~Stock Ownership Guidelines.~~ ~~The Company has substantial stock ownership requirements for senior executives, as described on page 63.~~CCE Transaction;

	•	~~Retention~~reported operating income of ~~Shares.~~ ~~Stock option grants in~~$8.4 billion, with comparable currency neutral operating income of $9.3 billion, up 11% from 2009, ~~and 2010 contain~~including a ~~provision requiring any senior executive who has not met his or her ownership guidelines within~~1% benefit from structural changes, principally related to the ~~required period to retain all shares necessary to satisfy the guidelines after paying the exercise price and taxes.~~CCE Transaction;

	•	~~Permission to Sell Shares.~~ ~~Executive Officers also must obtain permission~~reported earnings per share of $5.06, with comparable earnings per share of $3.49, up 14% from ~~the Company’s General Counsel before the sale of any shares, even during an open trading period.~~2009; and

	•	~~Hold until Separation.~~ ~~In some circumstances, the Compensation Committee also may require that senior executives retain net shares obtained upon exercise of stock options until separation~~strong cash flow generated, with cash from ~~the Company, as it did with the special grants made~~operations up 16% from 2009, to ~~Mr. Kent in 2008.~~

	•	~~Additional Holding Period After Performance.~~ ~~The performance share unit program requires an additional holding period of one or two years after the performance period has ended.~~

	•	~~Clawback Provision.~~ In the event an equity plan participant engages in a “Prohibited Activity” (as defined under our equity plan agreements) at any time during the term of the award or the later of (i) within one year after termination of the participant’s employment or (ii) within one year after exercise of all or any portion of the award, the award may be rescinded and, if applicable, any gain associated with any exercise of an award may be forfeited and repaid to the Company.$9.5 billion.

~~Management~~Comparable currency neutral net revenue, comparable currency neutral operating income and comparable earnings per share differ from what is reported under U.S. generally accepted accounting principles, or GAAP. See the ~~Compensation Committee evaluate regularly the risks involved with all compensation programs globally and do not believe any~~“Investors” section of the Company’s website,www.thecoca-colacompany.com, for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

Relationship Between Company Performance and Chairman and Chief Executive Officer Compensation

The following illustrates the directional relationship between Company performance, based on two of our key financial metrics, and Chairman and Chief Executive Officer compensation ~~programs create risks that~~from 2008 to 2010. These metrics were chosen because they are ~~reasonably likely~~key components of our long-term growth model and contribute directly to ~~pose a material adverse impact to the Company.~~long-term shareowner value.


¹		In 2010, excludes the benefit of new cross-licensed brands in connection with the CCE Transaction.

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²		Operating income growth is calculated after adjusting for the impact of currency and certain other nonrecurring items. This information, therefore, differs from operating income as reported under GAAP. See the “Investors” section of the Company’s website,www.thecoca-colacompany.com, for a reconciliation of non-GAAP financial measures to our results as reported under GAAP.

³		Total compensation as reported in the Summary Compensation Table on page 73, excluding change in pension value and nonqualified deferred compensation earnings.

Review of Chairman and Chief Executive Officer Compensation and Company Performance Relative to Our Peer Group

In order to validate our pay for performance philosophy, the Compensation Committee also looks at historical data on various financial metrics for the Company relative to our peer group of companies (described beginning on page 63). This is used to test the structure of the compensation programs and as an input in future compensation decisions. The illustration below shows the approximate percentile ranking of the Company versus our peers on various metrics in 2009, the latest period for which information was publicly available, as well as the approximate percentile rank of our Chairman and Chief Executive Officer’s total direct compensation versus our peers.


¹		Source: Research Insight. Comparison only to U.S. based SEC reporting peer companies.

²		Total direct compensation is the sum of base salary, annual incentive and the grant date fair value of long-term incentives.

What We Pay and Why: Elements of Compensation

~~Total~~We have three elements of total direct ~~compensation is comprised of~~compensation: base salary, annual incentive and long-term equity compensation. ~~When we evaluate the market competitiveness~~As illustrated below, in 2010, more than 90% of ~~executive pay practices, we consider~~ total direct ~~compensation. Each element is intended~~compensation to ~~encourage~~the Named Executive Officers was performance-based and ~~foster the following results and behaviors:~~not guaranteed.

Base Salary

We pay base ~~salary~~salaries to attract talented executives and to provide a fixed base of cash compensation. ~~This generally comprises15-20%~~ ~~of total direct compensation for executives and it is usually a smaller percentage for the highest level executives.~~ Since several other elements of compensation are driven by base salary, the Compensation Committee is careful to set the appropriate level of base salary.

For each salaried position in the Company, including the Named Executive Officers, we assign a job grade. Each job grade has a salary range. The salary range is informed by a survey of our peer group’s ~~(as set forth beginning on page 56)~~ pay practices ~~noting the 50~~^th~~, 60~~^th ~~and 75~~^th ~~percentiles. The salary range may be narrowed or broadened~~ for ~~a particular job grade based on~~ the various jobs within the job grade. ~~The salary range also may be broadened if necessary to facilitate the movement of senior executive talent around the globe.~~

These ranges are used as guidelines in determining individual ~~salaries. Then, base~~salaries and there is no targeted amount in the range.

Base salaries for the Named Executive Officers are individually determined by the Compensation Committee within their salary range after consideration ~~of various factors. The salary is set by considering:~~of:


	•	breadth, scope and complexities of the role;

	•	~~fairness;~~fairness (ensuring that employees with similar responsibilities, experience and historical performance are rewarded comparably);

	•	the employee’s current compensation; and

	•	individual performance.

~~Fairness in this context means ensuring that employees with similar responsibilities, experience and historical performance are rewarded comparably.~~ We do not set the base salary of any employee, including any Named Executive Officer, at a certain multiple of the salary of another employee.

Finally, a review is conducted by comparing the recommended salary to a reference point. We do not target a specific percentile of our peer group’s pay for any job. The reference point is typically the midpoint of the range for the job grade and job position. This reference point is determined by evaluating a number of factors including an analysis of competitive pay for all jobs within each job grade, fairness, and a comparison of the reference point for each job grade to ensure a logical progression from grade to grade. The reference point is used for the Compensation Committee to see where in the range the recommended base pay falls and to evaluate market competitiveness.

There are three situations that may warrant an adjustment to base pay: ~~annual merit increases, promotions or changes in role, and market adjustments.~~

Annual ~~merit increases.~~Merit Increases. Senior executives did not receive merit increases in 2009 based on the Compensation Committee’s evaluation of the global economic environment at the time. Merit increases for senior executives have been approved for 2010, effective April 1, based on the Compensation Committee’s review of market data and the solid performance of the Company. Individual increases are determined after a~~case-by-case~~ ~~evaluation by the employee’s manager. While all individuals~~All employees’ base salaries are reviewed annually for possible merit increases, but merit increases are not ~~all individuals receive an increase.~~automatic or guaranteed. Any adjustments take into account the individual’s performance, responsibilities and experience, as well as fairness and external market practices. ~~These~~The increases for senior executives generally are ~~awarded~~ based on a pre-established budget approved by the Compensation Committee.

Merit increases for senior executives, including Named Executive Officers other than Mr. Kent, were approved in February 2010, based on the Compensation Committee’s review of market data and the solid performance of the Company in 2009 as follows:


	•	Mr. Bozer received a 3.1% increase;

	•	Mr. Douglas received a 2.3% increase;

	•	Mr. Fayard received a 3.6% increase; and

	•	Mr. Reyes received a 3.5% increase.

Notwithstanding Mr. Kent’s strong performance, the Compensation Committee did not ~~receive a salary increase for 2010. The Committee discussed~~change Mr. Kent’s base ~~pay~~salary in ~~light of his strong performance. Mr. Kent’s base pay is competitive from a market perspective when compared with the data from the peer group. The Committee determined not~~2010, deciding to ~~increase Mr. Kent’s base pay at this time and instead~~ focus on variable rewards related to performance. In February 2011, the Compensation Committee increased Mr. Kent’s base salary to $1,400,000, effective April 1, 2011. The Compensation Committee believed this base salary increase was appropriate in light of Mr. Kent’s contribution to the Company’s achievements, his strong leadership and a review of market data. This was Mr. Kent’s first base salary increase since he was elected Chief Executive Officer in 2008. In addition, in February 2011, based upon the Company’s strong performance, the Compensation Committee increased the base salaries of each of the other Named Executive Officers, ranging from 3% to 4%, effective April 1, 2011.

Promotions or ~~changes~~Changes in ~~role.~~Role. ~~We also~~Base salary may ~~recommend a salary increase~~be increased to recognize ~~an increase in~~additional responsibilities resulting from a change in an employee’s role or a promotion to a new position. Increases are not guaranteed for a promotion or change in role. No increases were awarded to Named Executive Officers in ~~2009~~2010 based on promotions or changes in role.

Market ~~adjustments.~~Adjustments. ~~Market adjustments are~~A market adjustment is awarded to ~~individuals~~an individual who ~~are~~is performing successfully when we recognize a significant gap between the market data and the ~~individuals’~~individual’s base ~~salaries. These gaps can be driven by inflation or by scarce supply of talent for~~salary. Mr. Bozer received a ~~particular role. In general,~~12% market ~~adjustments are determined~~adjustment in 2010 to better align his salary with the market, based on his responsibilities as ~~part~~President of the ~~annual merit~~Eurasia and Africa Group and an internal review ~~process and are not automatic.~~of similar positions. No other Named Executive ~~Officers~~Officer received a market ~~adjustments~~adjustment in ~~2009.~~2010.

Annual Incentive

~~The Company pays~~We pay annual incentives to drive the achievement of key business results and to recognize individuals based on their contributions to those results. ~~The annual incentive generally comprises15-20%~~ ~~of total direct compensation for executives. The Compensation Committee recognizes that short-term results against defined performance measures contribute directly to achieving long-term goals.~~

Annual incentives are awarded under the Company’s Performance Incentive Plan. ~~As discussed in the Company’s 2009 Definitive Proxy Statement, the~~The business performance factors used in prior years were competitively sensitive. In order to protect competitively-sensitive information from disclosure and to ensure tax deductibility of the payments, for 2009, the formula was redesigned for executive officers. For these reasons, the business performance factors used for executive officers are different than those used for the ~~general population of eligible employees. The Compensation Committee approved the same~~2010 plan ~~design for executive officers for~~year were set in February 2010.

~~Annual Performance Incentive Plan Formula.~~ ~~For the Named Executive Officers for 2009, the formula was as follows:~~

~~Base Salary X Target Award Percentage X Business Performance Factor~~

The formula, set forth below, is ~~designed~~used to ~~yield the maximum payment~~calculate a range of payments that may be awarded to a Named Executive ~~Officer.~~Officer (from $0 to the upside limit determined by the formula). Once the ~~maximum amount~~range of permitted payments is determined, the Compensation Committee ~~may use its discretion~~sets the amount within the range to ~~pay any amount, from zero to the maximum determined by the formula,~~be paid to each Named Executive ~~Officer.~~Officer based on the factors described below.

~~Annual Performance Incentive Plan Payouts.~~ The following table summarizes the annual Performance Incentive Plan payouts, showing the target percentages, the maximum plan payment, the range of potential payouts based on business results, and the actual amounts awarded.

Range of Potential

Target Percentage
Payouts Based on

Name of Base Salary Maximum Plan Payment Business Results Actual Award
Mr. Kent 200% $7,200,000 $0 - 5,832,000 $5,500,000
Mr. Cummings 125% 2,625,000 0 - 2,126,250 1,200,000
Mr. Fayard 125% 2,781,000 0 - 2,252,610 1,680,000
Mr. Finan 125% 2,953,125 0 - 2,392,031 1,505,000
Mr. Reyes 125% 2,267,625 0 - 1,627,021 1,400,000

Formula

Base Salary x Target Percentage of Base Salary x Business Performance ~~Factor.~~ ~~For Named Executive Officers, the measures and targets used for the~~ Factor

Business Performance Factor ~~were determined in February 2009.~~ – Targets and Results

For Messrs. Kent ~~Cummings,~~and Fayard, ~~and Finan,~~ the ~~measures were (i)~~business performance factor consisted of:


	•	50% for overall Company unit case volume growth (Unit Case Volume Growth Business Factor); and

	•	50% for overall Company comparable currency neutral earnings per share growth (Earnings Per Share Growth Business Factor).

For Messrs. Bozer, Douglas and ~~(ii) comparable currency neutral earnings per share growth, each weighted equally. For Mr.~~ Reyes, who ~~leads the Latin America Group, 50%~~each have responsibility for one of the ~~Business Performance Factor was based on total Company~~Company’s operating groups, the business performance ~~(identical to the other Named Executive Officers) and 50% was based on Latin America Group volume and profit results.~~factor consisted of:

• 50% for overall Company business performance factor described above; and
• 50% based on the performance of their respective operating group, measured by unit case volume growth and profit before tax growth, each weighted equally.

These ~~factors~~performance measures were selected because they are part of the Company’s long-term growth model, contribute to achievement of the goals set forth in the 2020 Vision, and together contribute to sustainable growth and improved productivity.

The business performance factor for overall Company performance in 2010 was calculated by adding the 2010 Unit Case Volume Growth Business Factor and the 2010 Earnings Per Share Growth Business Factor. The maximum aggregate business performance factor for overall Company

performance was capped at 300% (Unit Case Volume Growth Business Factor was capped at 150% and Earnings Per Share Growth Business Factor was capped at 150%). The specific measures comprising the overall Company business performance factor and the results against the targets are set forth in the following charts. The specific targets for the Eurasia and Africa Group, the North America Group and the Latin America Group are not disclosed because they relate to specific geographies and disclosure would result in competitive harm.


Overall Company Business Performance Factor for 2010 Performance
Unit Case Volume Growth Business Factor	150	%

Earnings Per Share Growth Business Factor	150	%

Total	300	%

Comparable currency neutral earnings per share growth is calculated after adjusting for the impact of currency and certain other nonrecurring items affecting comparability. This number, therefore, differs from earnings per share growth as reported under GAAP. We believe these adjustments are appropriate because they are consistent with how the Company measures performance against its long-term growth targets and they ensure a more consistent comparison against the prior year.

~~The specific measures comprising the Business Performance Factor for overall Company performance for 2009 were as follows:~~

Earnings Per Share

Unit Case
Growth (comparable

Volume Growth Factor to be Applied
PLUS
currency neutral) Factor to be Applied
4.0%      150% 8.0% 150%

3.0%      100% 6.0% 100%

1.0%      50% 1.0% 50%

0.9% or lower 0% 0.9% or lower 0%

The factor for unit case volume growth is added to the factor for earnings per share growth to determine the total Business Performance Factor. Results are rounded to the nearest tenth of a percentage point and the factor is extrapolated between each level on a linear basis. The results in 2009 for overall Company performance were as follows: In 2010, these adjustments included:


	•	asset impairments;

~~Unit Case Volume Growth Factor~~	•		93	%restructuring;
~~PLUS~~
~~Comparable Currency Neutral Earnings Per Share Growth Factor~~	•		~~150~~	%productivity initiatives;
~~EQUALS~~
~~TOTAL BUSINESS PERFORMANCE FACTOR~~	•	proportionate share of charges recorded by equity method investees;

	•	~~243~~gain on the CCE Transaction and other transactions;

	%•	certain tax matters; and

	•	other nonrecurring items.


Summary of Payments
												Maximum
				Target								Payment			Actual
	Base			Percentage				Business				Based on		Range of Payments	Award for
	Salary			of Base				Performance				2010		Based on 2010	2010
Name	(12/31/10)		x	Salary			x	Factor			=	Performance		Performance	Performance
Mr. Kent	$	1,200,000	x		200	%	x		300.00	%	=	$	7,200,000	$0 - $7,200,000	$	6,500,000

Mr. Bozer¹		585,000	x		125	%	x		258.75	%	=		1,892,109	0 -1,892,109		1,340,000

Mr. Douglas²		630,000	x		125	%	x		244.50	%	=		1,925,438	0 -1,925,438		1,340,000

Mr. Fayard		768,000	x		125	%	x		300.00	%	=		2,880,000	0 - 2,880,000		1,997,000

Mr. Reyes³		626,000	x		125	%	x		253.50	%	=		1,983,638	0 -1,983,638		1,500,000

As noted above, earnings per share growth is adjusted for currency and certain other items affecting comparability. This number, therefore, differs from earnings per share growth as reported using U.S. Generally Accepted Accounting Principles. The impact of currency was the most significant difference. Earnings per share was also adjusted for non-recurring items including asset impairments/restructuring, productivity initiatives, equity investees, transaction gain and certain tax matters.


¹		For Mr. Bozer, the business performance factor was weighted 50% for overall Company performance (at 300%) and 50% for Eurasia and Africa Group performance (at 217.5%).

²		For Mr. Douglas, the business performance factor was weighted 50% for overall Company performance (at 300%) and 50% for North America Group performance (at 189%).

³		For Mr. Reyes, the business performance factor was weighted 50% for overall Company performance (at 300%) and 50% for Latin America Group performance (at 207%).

For Mr. Reyes, the total business performance factor was 215%, reflecting both the total Company business performance and the Latin America Group business performance. The specific targets for the Latin America Group are not disclosed because they relate to a specific geography and disclosure would result in competitive harm. The targets are set to be challenging but reasonably attainable. The maximum award is intended to be difficult to achieve.

~~Quantitative and Qualitative Factors.~~ ~~No Named Executive Officer received the maximum award permitted under the formula.~~ In ~~utilizing its discretion to determine~~setting the amount of each Named Executive Officer’s actual award within the range determined by the formula, the Compensation Committee considered a number of quantitative and qualitative factors, including, but not limited ~~to, global volume and value share gains, share of sales, currency gains and losses, total return to shareowners, including share price appreciation and~~to:

• volume and value share gains;
• share of sales;
• currency gains and losses;
• total return to shareowners, including share price appreciation and dividends;
• impact of significant acquisitions and divestitures, including the CCE transaction;
• impact of significant innovations;
• internal equity and fairness; and
• progress toward the goals contained in the 2020 Vision and other strategic priorities.

~~dividends, impact of significant acquisitions and innovations, and internal equity and fairness.~~ In addition, the Compensation Committee considered ~~performance against~~the following individual ~~goals as follows:~~accomplishments:


	•	Mr. Kent: Mr. ~~Kent continued~~Kent’s strong and visionary leadership contributed directly to the Company’s successful performance in 2010. His commitment to lead and ~~focus~~align our Company and our system ~~on not wasting the global economic crisis,~~has continued to be an area of focus, resulting in ~~solid and strong results for 2009. Despite~~ the ~~very challenging global economic environment,~~completion of the ~~Company delivered consistent, sustainable, quality growth: growing volume and profits~~CCE Transaction, the largest transaction in ~~line with~~ the Company’s ~~long-term targets on a full-year basis.~~history, and the related integration withCoca-Cola North America. Through Mr. Kent’s leadership, acceptance of the 2020 Vision ~~was developed~~both internally and ~~deployed across theCoca-Cola~~ ~~system, providing~~with our bottling partners has gained momentum, laying the foundation for long-term sustainable growth and creation of shareowner value. He ~~has maintained focus~~led the Company in delivering consistent, sustainable, quality results, including growing volume and growing comparable currency neutral revenue and profits which met or exceeded the Company’s long-term growth targets. Mr. Kent focused on the representation of women in key leadership positions and worked closely with the Board of Directors to ~~deepen their relationships with~~develop a robust plan to ready key talent for critical leadership roles.


	•	Mr. Bozer: Under Mr. Bozer’s leadership, the business in the Eurasia and Africa Group accelerated substantially, delivering both incremental volume and profit for the Company, and developing best practices for other groups to follow. Mr. Bozer led the Eurasia and Africa Group to deliver both volume and operating profit at or ahead of the ~~Company.~~long-term growth model and consistent with the 2020 vision.

	•	Mr. ~~Cummings:~~Douglas: Mr. ~~Cummings~~Douglas ledCoca-Cola North America to meet or exceed its volume, share and profit goals in 2010. Under his leadership, volume in North America grew for the first time in five years, despite challenging economic conditions. He was an integral part of the successful ~~implementation~~transformation and integration of ~~the 2020 Vision~~Coca-Cola North America and CCE’s North American business. Mr. Douglas has continued to focus on developing women and minority talent and saw significant increases in ~~his organization. He provided effective leadership~~employee engagement in ~~the area of productivity~~key areas such as operating effectiveness and ~~delivered sustainable savings as part of our three-year $500 million transformation plan. He enhanced our innovation pipeline~~training and ~~laid the groundwork for further enhancements.~~development.

	•	Mr. Fayard: Mr. Fayard played a critical role in the negotiation and successful completion of the CCE Transaction, including the sale of the Company-owned bottlers in Norway and Sweden. He contributed to the Company’s bottom line through effective and proactive leadership in the areas of ~~Tax, Treasury, Audit~~strategy, the 2020 Vision, tax, treasury, audit and ~~Merger~~mergers and ~~Acquisitions strategies. He continued to co-lead~~acquisitions. Under Mr. Fayard’s leadership, investor confidence has strengthened in the Company’s ~~transformation efforts~~ability to achieve both short- and ~~delivered productivity savings surpassing 2009~~long-term performance targets and the belief that the Company is well aligned and structured for ~~the Finance function. The Company realized significant achievements in the Investor Relations area culminating in a very successful investor meeting in Atlanta in November 2009.~~

	•	~~Mr. Finan:~~ ~~Mr. Finan delivered another good year in the Bottling Investments Group. He~~ continued to show excellent leadership in the stewardship of our large public bottlers who performed well despite the challenging global economic conditions. He has driven tangible improvement in both supply chain and procurement and has delivered significant improvement in employee engagement scores outperforming the Towers Perrin Global Manufacturing Norm in eight of nine categories.growth momentum.

	•	Mr. Reyes: Despite a very challenging macroeconomic environment in Latin America, Mr. Reyes achieved or surpassed all key metrics (volume, ~~profit~~share and ~~market share) in all markets~~profit) in the Latin America Group and ~~continued to drive~~exported best practices around consumer marketing, commercial leadership and franchise leadership ~~in all business units.~~to other parts of the world. In addition, he ~~led~~has continued his focus on developing key talent, including women, within the ~~successful integration~~Latin America Group, which supplies talent to many other parts of ~~Jugos del Valle and Matte Leão, laying~~ the ~~foundation for continued growth in Latin America.~~world.

Long-Term Equity Compensation

General. We provide performance-based long-term equity compensation to our senior executives, including the Named Executive Officers, to ~~reward employees for overall long-term Company performance thereby tying~~tie the interests of these individuals directly to the interests of our shareowners. We also believe that long-term equity compensation is an important retention tool. ~~Long-term~~In 2010, we granted long-term equity compensation ~~generally comprises 60-70% of total direct~~to approximately 4,800 Company employees, including all Named Executive Officers. This number does not include former CCE employees who are now employed with the Company, who will become eligible for Company long-term equity compensation ~~for executives.~~in 2011. Additional details concerning our long-term equity compensation plans can be found beginning on page 98.

Value of Long-Term Equity Compensation Awarded.The Compensation Committee ~~set~~sets ranges for long-term equity compensation for each job ~~within~~grade at the senior executive levels. The ranges are informed by a ~~job grade using the same process it uses to set the base salary ranges, as described above. This~~

~~includes surveying~~survey of our peer group’s ~~(as set forth beginning on page 56) equity compensation practices, and noting the 50~~^th~~, 60~~^th ~~and 75~~^th ~~percentiles to gain an understanding of the range of competitive pay. There is no~~pay practices. The Compensation Committee does not target a specific ~~target within the ranges for any individual.~~ percentile ranking against our peer group.

The actual value of long-term equity compensation ~~within the range~~ awarded to each ~~employee,~~senior executive, including Named Executive Officers, is individually determined, within the discretion of the Compensation Committee, after considering:


	•	skills, experience ~~potential~~ and time in role;


	•	potential;

	•	~~fairness;~~internal equity; and

	•	individual ~~performance;~~ and

	•	~~peer group market competitiveness.~~ Company performance in the prior year.

~~After a~~In determining the value ~~is determined using this process, a review is conducted by comparing~~of long-term equity compensation awards to the ~~recommended amount to a reference point. The reference point is typically the midpoint of the range for the job grade and job position. This reference point is used by~~Named Executive Officers in February 2010, among other things, the Compensation Committee took into consideration the Company’s solid operating performance and return to ~~see where~~shareowners in 2009, despite global macroeconomic challenges. Since 2010 was the ~~range~~first year of implementation of the ~~recommended~~2020 Vision, the Compensation Committee also aimed to encourage behavior that reinforced the values underlying the 2020 Vision by incentivizing the key individuals who are critical to executing our long-term equity value falls and to validate the market competitiveness of long-term equity compensation. The value awarded to a particular senior executive may be higher or lower than this reference point. For 2009 long-term equity compensation, actual awards to Named Executive Officers were higher than the reference point due to strong Company and individual performance.strategy.

~~In recent years, we had awarded long-term equity compensation to senior executives through a combination~~Mix of 60% stock options and 40% performance share units. In 2009, due to the volatility and uncertainty in the world economy, it was exceptionally difficult to set reliable three-year economic profit targets. We therefore decided not to award performance share units as part of the annual long-term equity compensation awards. Stock options comprised 100% of the long-term equity award to all eligible employees in 2009.Equity Vehicles. For 2010 ~~because it is possible to set three-year economic profit targets,~~and 2011, the Company ~~has~~ returned to using a mix of 60% stock options and 40% performance share units. The Compensation Committee ~~believes that a~~chose this mix of ~~different~~ equity vehicles because options have value only if there is ~~appropriate. The value of both types of equity is tied to the Company’s stock price. The value of options is tied directly to any~~a corresponding increase in value recognized by shareowners while performance share units ~~also~~ focus executives on the sustained long-term performance of the ~~Company.~~Company regardless of stock price fluctuations.

Stock Options. We believe stock options are performance-based because employees recognize value only if the market value of the Common Stock and the investment of our shareowners appreciate over time. The ~~threshold, target~~exercise price is no less than the fair market value of the Common Stock on the date the option is granted. When the stock price does not increase, the stock options do not have value. We do not, and ~~maximum~~have not, backdated or repriced options.

Performance Share Units. Performance share units, or PSUs, provide an opportunity for employees to receive restricted stock or restricted stock units if a performance criterion is met for a three-year performance period. If the performance criterion is met, the award is generally subject to an additional one or two year holding period. The Compensation Committee has discretion to grant PSUs and determine whether dividends or dividend equivalents are payable during the performance or holding periods. For annual PSU grants prior to 2011, dividends or dividend equivalents are paid during the holding period after the performance criterion is met, except in limited circumstances for PSUs granted prior to 2008 when an employee retired during a performance period. Effective with the annual grant of PSUs in 2011, no dividends or dividend equivalents will be paid either during the performance period or the holding period.

For 2010 and 2011, growth in economic profit growth targets for the 2010–2012 performance share units are 5.7%, 8.7% and 10.7%, respectively, and were set after taking into consideration the Company’s three-year business plan. Economic profit growth was chosen as the performance measure because it is an important measure of the Company’s long-term health and is historically correlated with stock price over time. Economic profit is our net operating profit after tax less the cost of our capital used in our ~~business.~~business, after adjusting for the impact of structural changes that are significant to the Company as a whole, accounting changes and certain other nonrecurring items affecting comparability. A three-year performance period was selected to mirror our long-term business planning cycle. ~~Additional details concerning our long-term equity compensation plans can be found beginning on page 91.~~

~~Long-term equity awards play no role in~~The following summarizes the ~~calculation of retirement benefits.~~

~~Stock Options.~~ ~~We believe stock options are performance-based because~~performance criteria used since 2006 and the ~~exercise price is no less than the fair market value~~status of the ~~Common Stock on the date the option is granted. Therefore, the employee will recognize value only if the market value of the Common Stock and the investment~~PSU programs.

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~~of our shareowners appreciate over time. When the stock price does not increase, the stock options do not have value.~~

In 2009, we granted stock options to approximately 4,700 employees, including all Named Executive Officers. There is no relationship between the timing of our equity award grants and our release of material, non-public information. The options are granted with an exercise price no less than the average of the high and low prices of the Common Stock on the date of grant. The Company believes that the methodology used in its plans, the average of the high and low prices of the Common Stock on the grant date, is more representative of the fair market value than the closing market price. This methodology has been used by the Company for over 20 years. The laws of certain foreign jurisdictions require additional restrictions on the calculation of the option price. Except to comply with foreign regulations, including tax regulations, the grant date is the date the Compensation Committee takes action. We do not, and have not, backdated or repriced options.

~~Performance Share Units for Prior Years.~~ Performance share units provide an opportunity for employees to receive restricted stock if a performance criterion is met for a three-year performance period. The stock is generally restricted for one or two additional years. Dividends are paid only once the performance criterion is met, except in the case of retirement for awards prior to 2008. The following describes the status of all outstanding performance share units.


		Threshold, Target
		and Maximum
Performance	Performance	Performance
Period	Criterion	~~Measures~~Levels¹		Status
2006–2008	Compound annual ~~annual~~ growth in comparable currency neutral earnings per share	Threshold Target Maximum	= 6% = 8% = 10%	Results certified in February 2009. Maximum was achieved, resulting in 150% of the target number of shares awarded. Shares ~~are subject to an additional holding period through~~were released in December 2010.

2007–2009	Compound annual ~~annual~~ growth in economic ~~economic~~ profit	Threshold Target Maximum	= 5.7% = 8.3% = 10.3%	Results certified in February 2010. Results were below target, resulting in ~~98%~~98.1% of the target number of shares awarded. Shares are subject to an additional holding period through December 2011.

2008–2010²	Compound annual ~~annual~~ growth in economic ~~economic~~ profit	Threshold Target Maximum	= 6.5% = 9% = 11%	Results certified in February 2011. Results were above target, resulting in 107.5% of the target number of shares awarded. Shares are subject to an additional holding period through February 2012.

2010–2012^2,3	Compound annual growth in economic profit	Threshold Target Maximum	= 5.7% = 8.7% = 10.7%	Through December 31, ~~2009,~~2010, payout is projected atabove the ~~threshold level (50% of target).~~target level. However, the global economic environment and the impact of currency over the remaining ~~year~~two years of the performance period will have a significant impact on the number of shares, if any, earned. Shares, if earned, will be subject to an additional holding period through February 2014.

2011–2013²	Compound annual growth in economic profit	Threshold Target Maximum	= 8.7% = 11.7% = 13.7%	Too early to determine.

¹ ~~Participants receive 50% (for the 2008–2010 and 2007–2009 periods) or 60% (for the 2006–2008 period) of the award at the threshold level, 100% of the award at the target level, and 150% of the~~


¹		Participants receive 60% (for the 2006–2008 period) or 50% (for the2007-2009,2008-2010,2010-2012 and 2011–2013 periods) of the award at the threshold level, 100% of the award at the target level, and 150% of the award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels.

²		The calculation of economic profit for the2008-2010 and2010-2012 periods was adjusted to exclude certain nonrecurring items, including items related to the CCE Transaction. In addition, as a result of the CCE Transaction, the 2009 base year for the2010-2012 period and the 2010 base year for the2011-2013 period will be adjusted as if the Company owned CCE’s North American operations for the full base year.

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~~award at the maximum level. Results are rounded and the number of shares is extrapolated on a linear basis between performance levels.~~


³		No PSUs were granted in 2009 due to the difficulty of setting reliable three-year performance targets at that time.

Restricted Stock. ~~Awards of restricted~~Restricted stock ~~are generally limited to our senior executives. The~~ awards may be performance-based or time-based. ~~No Named Executive Officer was awarded~~Time-based restricted stock is used in ~~2009.~~limited circumstances, such as for critical retention situations, make-whole awards or special recognition. Mr. Douglas received a time-based restricted stock award in 2010 for retention purposes following the CCE Transaction. The Compensation Committee believed that his knowledge of the North American business was critical to ensure business continuity and a successful integration following the closing of the transaction.

How We Make Compensation Decisions

Risk Considerations

The Compensation Committee reviews the risks and rewards associated with the Company’s compensation programs. The Compensation Committee designs compensation programs with features that mitigate risk without diminishing the incentive nature of the compensation. We believe our compensation programs encourage and reward prudent business judgment and appropriate risk-taking over the short and long term.

Management and the Compensation Committee regularly evaluate the risks involved with compensation programs globally and do not believe any of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. In 2010, the Company conducted, and the Compensation Committee reviewed, a comprehensive global risk assessment. The risk assessment included conducting a global inventory of incentive plans and programs and considered factors such as the plan metrics, number of participants, maximum payments, and risk mitigation factors. The compensation plans and programs assumed in the CCE Transaction were reviewed as part of the due diligence process and will be included in the global inventory in 2011.

The table below summarizes the risk mitigation factors applicable to each element of the Company’s executive compensation program.


Element of
Pay			Specific Risk Mitigation Factors
Base Salary			Fixed Amount. Base salary does not encourage risk-taking as it is a fixed amount.
			Small Percentage of Total Compensation. Base salary is a relatively small percentage of total direct compensation for executives. We have not increased the relative weighting of base salary because we believe there is also risk to the Company if executives are too conservative.

Annual Incentive			Multiple Performance Factors. The Performance Incentive Plan uses multiple performance factors that encourage executives to focus on the overall health of the business rather than a single financial measure.
			Award Cap. Awards payable to any individual are capped.
			Clawback Provision. The Performance Incentive Plan allows the Company to recapture awards from current and former employees in certain situations, including restatement of financial results, as described on page 66.
			Management Processes. Board and management processes are in place to oversee risk associated with the Performance Incentive Plan, including, but not limited to, monthly and quarterly business performance reviews by management and regular business performance reviews by the Audit Committee and the Company’s internal disclosure committee.
			Annual Global Plan Inventory. Management annually reviews various compensation and incentive plans globally.

Long-Term Equity Compensation			Stock Ownership Guidelines. The Company has substantial stock ownership requirements for senior executives, as described beginning on page 70. Retention of Shares. Stock option grants in 2009, 2010 and 2011 contain a provision requiring any senior executive who has not met his or her ownership guidelines within the required period to retain all shares necessary to satisfy the guidelines after paying the exercise price and taxes.
			Hold Until Separation. The Compensation Committee may require senior executives to retain net shares obtained upon exercise of stock options until separation from the Company, as it did with the special grants made to Mr. Kent in 2008.
			Additional Holding Period After Performance. The performance share unit program generally requires an additional holding period of one or two years after the performance period has ended.
			Anti-Hedging Policy. The Company’s anti-hedging policy prohibits the Board of Directors, the Company’s executive officers and certain other employees from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of the Company’s stock, including prepaid variable forward contracts, equity swaps, collars and exchange funds.
			Clawback Provision. In the event an equity plan participant engages in a “Prohibited Activity” (as defined under our equity plan agreements) at any time during the term of the award or the later of (i) within one year after termination of the participant’s employment or (ii) within one year after exercise of all or any portion of the award, the award may be rescinded and, if applicable, any gain associated with any exercise of an award may be forfeited and repaid to the Company.
			Annual Global Plan Inventory. Management annually reviews the long-term incentive plans.

Decision-Making Process and Role of Executive Officers

For the Chairman and Chief Executive Officer, the Compensation Committee reviews and discusses the Board’s evaluation of the Chairman and Chief Executive Officer and makes preliminary determinations of base salary, annual incentive and long-term equity compensation. The ~~following describes how~~Compensation Committee then discusses the compensation recommendations with the full Board and the Compensation Committee approves final compensation decisions ~~are made for~~after this discussion. Executive officers do not determine the compensation of the Chairman and Chief Executive Officer.

For other Named Executive Officers, ~~including~~ the ~~role of Executive Officers:~~


~~Step 1:~~	~~The People function (human resources) develops competitive pay guidelines for base salary, annual incentive and long-term equity compensation using:~~


	•	~~data provided by the Compensation Committee consultant,~~

	•	~~data from Hewitt Associates and Fredrick W. Cook & Co., Inc. on general industry trends, and~~

	•	~~internal comparisons.~~


	These guidelines are informed by an analysis of our peer group’s (as set forth beginning on page 56) pay practices, fairness and affordability. The Compensation Committee discusses and then modifies or agrees to suggested guidelines.

~~Step 2:~~	The Compensation Committee reviews and discusses the Board’s evaluation of the Chairman and Chief Executive Officer and makes preliminary determinations on base salary, annual incentive and long-term equity compensation.

~~The~~ Chairman and Chief Executive Officer considers performance and makes individual recommendations to the Compensation Committee ~~for other senior executives~~ on base salary, annual incentive and long-term equity compensation. The Compensation Committee reviews, discusses and modifies as appropriate these compensation recommendations.


~~Step 3:~~	The Compensation Committee discusses compensation recommendations for the Chairman and Chief Executive Officer with the Board and considers its input. The Compensation Committee then makes final compensation decisions with regard to the Chairman and Chief Executive Officer.

~~The Compensation Committee also approves recommendations for other senior executives.~~


~~Step 4:~~	~~The Compensation Committee communicates its decisions to the Chairman and Chief Executive Officer. Managers communicate compensation decisions to their direct reports.~~

Peer Group

We use a peer group of ~~companies as a reference for determining competitive total compensation packages. For 2009 compensation, our peer group consisted of the following~~ companies:


~~3M Company~~		~~Johnson & Johnson~~
~~Abbott Laboratories~~		~~Kimberly-Clark Corporation~~
~~Altria Group, Inc.~~		~~Kraft Foods Inc.~~
~~American Express Company~~		~~McDonald’s Corporation~~
~~Bank of America Corporation~~		~~Merck & Co., Inc.~~
~~Bristol-Myers Squibb Company~~		~~Microsoft Corporation~~
~~Citigroup Inc.~~		~~Nestlé S.A.~~
~~Colgate-Palmolive Company~~		~~Nike, Inc.~~
~~Eli Lilly and Company~~		~~PepsiCo, Inc.~~
~~General Electric Company~~		~~Pfizer Inc.~~
~~General Mills, Inc.~~		~~Schering-Plough Corporation~~¹
~~Hewlett-Packard Company~~		~~The Home Depot, Inc.~~
~~H.J. Heinz Company~~		~~The Procter & Gamble Company~~
~~Intel Corporation~~		~~The Walt Disney Company~~
~~International Business Machines Corporation~~		~~Unilever PLC~~
	•	~~Wyeth~~²as an input in developing base salary ranges, annual incentive targets and long-term incentive award ranges;

	•	to benchmark overhang levels (dilutive impact on our shareowners of equity compensation) and annual run rate (the aggregate shares awarded as a percentage of total outstanding shares);

	•	to benchmark the form and mix of equity awarded to employees;

	•	to benchmark share ownership guidelines;

	•	to assess the competitiveness of total direct compensation awarded to senior executives;

	•	to validate whether executive compensation programs are aligned with Company performance; and

	•	as an input in designing compensation plans, benefits and perquisite programs.

¹ ~~Schering-Plough merged with Merck & Co., Inc. in 2009~~

² ~~Wyeth was acquired by Pfizer Inc. in 2009~~

~~The Compensation Committee established this~~Since some of the peer group ~~in 2003, and reviewed it regularly thereafter. These~~ companies ~~were selected because we shared many distinguishing criteria, including, but~~are not ~~limited to, market capitalization, global operations, significant brand equity, similar distribution system challenges,and/or~~ ~~certain financial similarities. We also compete with these~~U.S. based, a subgroup of the peer companies ~~for executive talent in some cases. This peer group was~~may be used for ~~compensation decisions made~~some of these purposes, when data is not publicly available for the foreign companies. For example, the historical comparison on page 53 only includes U.S. based companies in ~~2009 and for long-term equity compensation awards made in February 2010.~~the peer group.

In ~~December 2009,~~February 2010, the Compensation Committee ~~reexamined the peer group and in February 2010~~ approved a new peer ~~group to be used beginning with the next annual awards cycle (February 2011). The Compensation Committee also sought to reduce the number of peer group companies in line with best practices.~~group. The new peer group was selected based on the following criteria:


	•	~~Comparable~~comparable size based on revenue;

	•	~~Major~~major global presence, with sales in a minimum of 100 countries;

	•	~~Large~~large consumer products business; and/or

	•	~~Market-leading~~market-leading brands or category positions, as defined by Interbrand.

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Each company selected met at least three of the four criteria. The ~~new~~ peer group companies ~~are:~~are as follows:


Abbott Laboratories		Kraft Foods Inc.

Anheuser-Busch InBev SA/NVNV*		McDonald’s Corporation

Colgate-Palmolive Company		Nestlé S.A.

Diageo ~~plc~~plc*	~~Nike,~~	NIKE, Inc.

General Mills, Inc.		PepsiCo, Inc.
~~Groupe Danone~~
Danone*		Philip Morris International Inc.*

Heineken Holding N.V.*		SABMiller ~~plc~~plc*

H.J. Heinz Company		Sara Lee ~~Corporation~~Corporation*

Johnson & Johnson		The Procter & Gamble Company

Kellogg ~~Company~~Company*		Unilever PLC

Kimberly-Clark Corporation	~~Yum!~~	YUM! Brands, Inc.*


^*		New peer company.

Due to the timing of adopting the new peer group, the ranges for long-term equity awarded in 2010 were based on the prior peer group, which consisted of the following companies:


3M Company			Kimberly-Clark Corporation

Abbott Laboratories			Kraft Foods Inc.

Altria Group, Inc.			McDonald’s Corporation

American Express Company			Merck & Co., Inc.

Bank of America Corporation			Microsoft Corporation

Bristol-Myers Squibb Company			Nestlé S.A.

Citigroup Inc.			NIKE, Inc.

Colgate-Palmolive Company			PepsiCo, Inc.

Eli Lilly and Company			Pfizer Inc.

General Electric Company			Schering-Plough Corporation¹

General Mills, Inc.			The Home Depot, Inc.

Hewlett-Packard Company			The Procter & Gamble Company

H.J. Heinz Company			The Walt Disney Company

Intel Corporation			Unilever PLC

International Business Machines Corporation			Wyeth²

Johnson & Johnson


¹		Schering-Plough Corporation merged with Merck & Co., Inc. in 2009.
²		Wyeth was acquired by Pfizer Inc. in 2009.

Role of the Compensation Consultant

Pursuant to its charter, the Compensation Committee is authorized to retain and terminate any consultant, as well as approve the consultant’s fees and other terms of retention. During ~~2009,~~2010, the Compensation Committee utilized two compensation consulting firms and adopted changes to its Independence Policy for the Compensation Consultant.

Current Consulting Firm and Revised Independence Policy

In July 2010, the Compensation Committee revised its Independence Policy and engaged a new independent compensation consulting firm, Exequity. Exequity works directly for the Compensation Committee. The Compensation Committee retains the sole authority to hire the consultant, determine the scope of work, review the consultant’s performance and terminate its relationship with the consultant.

If the Compensation Committee chooses to use a compensation consultant, the consultant must be independent. A consultant is considered independent if (i) the representative of ~~Towers Perrin (known as Towers Watson after merging with Watson Wyatt Worldwide effective January 1, 2010) as~~the consultant does not provide services or products of any kind to the Company or any of its ~~independent compensation consultant~~consolidated subsidiaries, or to ~~provide~~their management, (ii) the consulting firm does not derive more than 1% of its consolidated gross revenues from the Company, and (iii) the consulting firm is precluded from providing any other services to the Company and its consolidated subsidiaries. Exequity has certified to the Company that it meets all of these requirements.

Exequity provides research, ~~market~~ data analyses, survey information and design expertise in developing compensation programs for executives and ~~equity~~incentive programs for eligible employees. ~~Towers Perrin also provided market data and recommendations around changes to the peer group of companies.~~ In addition, ~~this representative~~Exequity keeps the Compensation Committee apprised of regulatory developments and ~~competitive practices~~market trends related to executive compensation practices. ~~This representative~~Exequity does not determine or recommend the exact amount or form of executive compensation for any of the Named Executive Officers. ~~This~~A representative of Exequity generally attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation ~~Committee Chair or its members outside of meetings. The total fees paid to Towers Perrin for these services for 2009 were $107,509.~~Committee.

~~The Compensation Committee has a written engagement letter with Towers Perrin. Under the terms of this engagement letter:~~Prior Consulting Firm and Independence Policy


	•	~~the representative reports directly to the Chair of the Compensation Committee;~~

	•	~~the representative shall not provide services or products of any kind to the Company, its affiliates, or management; and~~

	•	~~the Compensation Committee determines the scope of requested services.~~

~~The Compensation Committee adopted an Independence Policy for~~Until May 2010, the Compensation Committee engaged a representative of Towers Watson as its independent compensation consultant ~~in February 2008 that establishes independence requirements, including that Towers Perrin~~to provide research, market data, survey information and ~~its affiliates do not derive more than 1%~~other advisory services. The representative reported directly to the Chairman of ~~their consolidated gross revenues from the Company. The Independence Policy also requires an annual certification from Towers Perrin confirming compliance with~~ the Compensation ~~Committee’s Independence Policy. During 2009,~~Committee and the Compensation Committee determined the scope of requested services. Towers ~~Perrin and its affiliates received substantially less than 1% of their consolidated gross revenues from the Company for consulting and actuarial fees. In addition, the representative~~

~~provides no other consulting services~~Watson provided valuable advice to the ~~Company. Towers Perrin has established a firewall between the representative~~Compensation Committee for several years and ~~other services provided by Towers Perrin~~was not replaced for any reason related to the ~~Company.~~

quality of its services. Towers ~~Perrin and~~ Watson ~~Wyatt, now merged as~~was paid $29,549 in 2010 for Compensation Committee consulting services. Towers Watson provided other services to the Company in ~~2009.~~2010. These services included benefit consulting services, employee survey support, and actuarial services. The total amount paid for these other services ~~(excluding the services of the Compensation Committee consultant disclosed above)~~ globally to Towers ~~Perrin~~Watson in ~~2009~~2010 was ~~$4,173,657~~$5,672,982. These other services were provided at the request of management, and were not subject to prior approval by the ~~total amount paid for services globally to Watson Wyatt was $3,346,331. Management decided to retain these firms to provide these other services. The~~ Compensation ~~Committee reviewed the other~~Committee.

The services provided by Towers ~~Perrin and~~ Watson ~~Wyatt but did not formally approve them. These services provided in 2009~~ were in compliance with the Committee’s Independence ~~Policy.~~Policy prior to revision of the policy. The previous policy required that the compensation consulting firm not derive more than 1% of its consolidated gross revenues from the Company. In addition, the representative provided no other consulting services to the Company. Towers Watson had established a firewall between the representative and other services provided by Towers Watson to the Company.

Additional Information

Contracts and Agreements

Generally, we have no employment contracts with our ~~executives or~~ employees, unless required or customary based on local law or practice. We do not have a contract with Mr. Kent ~~and~~or any of the other Named Executive Officers ~~we have a contract only with~~except Mr. Reyes, since all of our employees in Mexico have employment contracts in accordance with Mexican law.

Clawback Provisions

Most of our compensation plans and programs contain provisions that allow the Company to recapture amounts paid to employees under certain circumstances. The annual Performance Incentive Plan allows the Company to recapture any award from a participant if the amount of the award was based on achieving certain financial results that were later required to be restated due to the participant’s misconduct. In addition, all equity awards since 2004 contain provisions under which employees may be required to forfeit equity awards or profits from equity awards if they engage in certain conduct including, but not limited to, violating Company policies, such as the Code of Business Conduct, or competing against the Company. In addition, effective February 16, 2011, the Performance Incentive Plan, TheCoca-Cola Company 2008 Stock Option Plan (the “2008 Stock Option Plan”), TheCoca-Cola Company 1999 Stock Option Plan (the “1999 Stock Option Plan”), the 1989 Restricted Stock Plan and TheCoca-Cola Company 1983 Restricted Stock Award Plan (the “1983 Restricted Stock Plan”) were each amended to include a “clawback” provision with respect to the recapture of awards as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or the listing standards of the NYSE.

Benefits

In the United States, the Named Executive Officers participate in the same benefit plans as the general employee ~~population.~~population of the Company. International plans vary, but each Named Executive Officer receives only the benefits offered in the relevant broad-based plan. In general, benefits are designed to provide a safety net of protection against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on years of service with the Company. Benefits help keep employees focused on serving the Company and not distracted by matters related to paying for health care, saving for retirement or similar issues.

Perquisites

~~The Company provides those~~We provide perquisites that ~~it feels~~we feel are necessary to enable the Named Executive Officers to perform their responsibilities efficiently and to minimize distractions. We believe the benefit the Company receives from providing these perquisites significantly outweighs the cost to provide them.

The Board requires Mr. Kent to fly on the Company aircraft for business and personal ~~use.~~travel. This requirement provides security given the high visibility of the Company and its brands, maximizes his

productive time, and ensures his quick availability. Mr. Kent is personally responsible for all taxes associated with personal ~~use.~~ use of Company aircraft. No other Named Executive Officer uses Company aircraft for personal purposes except in extraordinary circumstances.

Mr. Kent’s use of a Company car and driver enhances security and productivity. Mr. Kent also is provided with a Company car and driver when in Turkey for security purposes. Mr. Bozer is provided with a Company car and driver in Turkey for security purposes. Mr. Reyes and his spouse each have

the use of a Company car and driver for security purposes in Mexico City. Messrs. ~~Cummings,~~Douglas and Fayard ~~and Finan~~ are not provided with a Company car or driver.

The Company reimburses its senior executives, including the Named Executive Officers, for financial and tax planning up to $13,000 per year for Mr. Kent and up to $10,000 per year for other Named Executive Officers. This benefit is available only as a reimbursement, not as a guaranteed amount, and if not used in a year, is forfeited. The Company provides this reimbursement for three reasons. First, a significant percentage of our senior executives have dual nationalities and work or have worked outside their home country, which complicates their tax and financial situations. Second, this benefit helps to ensure they are compliant with local country laws. Third, it allows the executive to stay focused on business matters. ~~The complexities of being a global executive were considered in offering this benefit to senior executives.~~

Mr. ~~Finan,~~Bozer, who is ~~not a U.S. citizen,~~based in Turkey, participates in the Company’s International Service Program. ~~Mr. Cummings participated in the International Service Program for a portion of 2008 when he was on assignment in South Africa. Mr. Cummings, who~~He is ~~a U.S. citizen, ceased participating in the International Service Program upon his relocation to Atlanta in October 2008. Mr. Cummings and Mr. Finan were~~ provided only the benefits offered to all employees eligible to participate in the International Service Program.

The Company ~~does not consider~~considers security to be ~~a perquisite. It is a necessary, sound procedure and~~ a business necessity to protect our employees given the global visibility of our brands and the extensive locations where we operate. As described further on page ~~70,~~78, the Company provides personal security when circumstances warrant.

For a more detailed discussion of these perquisites and their ~~value,~~values, see the discussion of All Other Compensation beginning on page ~~68.~~76.

Post-Termination Compensation

Retirement ~~and Savings~~ Plans

We do not have special retirement or retirement savings plans for any Named Executive Officer. Messrs. Kent, ~~Cummings~~Bozer, Douglas and Fayard are eligible to participate in ~~the Employee Retirement Plan of TheCoca-Cola~~ ~~Company, which has been renamed~~ TheCoca-Cola Company Pension Plan ~~as of January 1, 2010~~ (the “Pension Plan”) and TheCoca-Cola Company Supplemental Pension Plan (the “Supplemental Pension Plan”). Substantially all of our non-union U.S. employees participate in the Pension ~~Plan. The Pension~~ Plan ~~and the Supplemental Pension Plan have been redesigned effective January 1, 2010 to include~~or, for employees of CCR, a ~~cash balance formula for future~~similar defined benefit accruals, with certain grandfathering and transition provisions for current employees. These changes, described in more detail beginning on page 87, apply on the same basis to all employees in these plans, including the Named Executive Officers.

~~Mr. Finan, as anon-U.S. citizen~~ ~~and a participant in the International Service Program, participates in~~ plan previously sponsored by CCE. A pension plan,
TheCoca-Cola Export Corporation Overseas Retirement Plan (the “Overseas Plan”). is provided for International Service Associates. Mr. Reyes ~~also~~ accrues benefits under the Overseas Plan related to his prior international service.

~~These~~ Local pension plans ~~prohibit duplication of benefits and~~ are ~~designed to provide~~also provided where it is considered a career-based retirement benefit, regardless of the country where the employee worked. We have these plans as an additional means to attract and retain employees, many of whom accept international mobility as a basic precept of their employment with the Company. The retirement plans provide employees, including the Named Executive Officers, the opportunity to plan for future financial needs during retirement.

competitive benefit. Mr. Reyes participates in theCoca-Cola Mexico Pension Plan (the “Mexico Plan”) along with all other Mexico-based employees and his benefit is calculated in the same manner as all other participants in the Mexico Plan.

~~These~~We have these plans ~~generally determine benefits solely on base pay~~as an additional means to attract and ~~cash incentive compensation.~~retain employees, many of whom accept international mobility as a basic precept of their employment with the Company. For a more detailed discussion on the retirement plans and the accumulated benefits under these plans, see the ~~2009~~2010 Pension Benefits table and the accompanying narrative beginning on page ~~77.~~

~~In addition to~~85. For additional information about the retirement plans in which the Named Executive Officers participate, see the discussion beginning on page 95.

The Company also provides retirement savings plans, including a Company matching contribution, to encourage all employees to save additional funds for their retirement. The Company matching contribution is provided on the same basis to Named Executive Officers as all other participants in the ~~plans.~~applicable plan. Messrs. Kent, ~~Cummings~~Bozer, Douglas and Fayard participate in the Thrift

Plan and the Supplemental Thrift Plan. Mr. ~~Finan~~Reyes participates in the ~~International Thrift~~thrift plan component of the Mexico Plan. ~~Mr. Reyes participates in a Mexico-based thrift plan.~~

Deferred Compensation Plan

~~We adopted~~ TheCoca-Cola Company Deferred Compensation Plan (the “Deferred Compensation Plan”) ~~in 2002.~~is a nonqualified and unfunded deferred compensation program. We offer this program because it provides an opportunity for ~~the~~eligible U.S. based ~~participants, including the eligible Named Executive Officers,~~Company employees to save for future financial needs at little cost to the Company. The Deferred Compensation Plan essentially operates as an ~~uninsured,~~unsecured, tax-advantaged personal savings account, ~~of the employee,~~ administered by the Company, and contributes to the Company’s attractiveness as an employer. The Company may hedge the liability, invest the cash retainedand/or use the cash in its business. The Deferred Compensation Plan offers a range of deemed investment options, including various equity funds, a bond fund, and a money market fund. The ~~categories of investment options are similar to those in the Thrift & Investment Plan, although fewer choices are allowed in the Deferred Compensation Plan. The~~ Deferred Compensation Plan does not guarantee a return or provide for above-market preferential earnings.

For a more detailed discussion of the Deferred Compensation Plan, see page 99 and the ~~2009~~2010 Nonqualified Deferred Compensation table and accompanying narrative beginning on page ~~79.~~87.

Severance Plan

TheCoca-Cola Company Severance Pay Plan (the “Severance Plan”) ~~for its U.S. based~~provides cash severance benefits to eligible employees ~~and participants in the International Service Program pays benefits in specific circumstances such as when an employee’s position is eliminated. All~~who are involuntarily terminated. Eligible employees include regular, full-time, non-union, non-manufacturing U.S. employees and International Service Associates, including the U.S. based Named Executive ~~Officers, are covered by the Severance Plan.~~Officers. Separate severance plans apply to employees of CCR. Payments are based on job grade leveland/or length of service. For the U.S. based Named Executive Officers, the maximum payment under the Severance Plan is two times base salary. This amount was determined to be appropriate for senior employees, including the Named Executive Officers, to assist in transition to new employment, as it may take a longer period of time for a more

senior executive to find comparable employment. Mr. Reyes’ separation arrangements are governed by Mexican law. The Company has no separate termination arrangements with any of the Named Executive Officers. For a more detailed discussion of the Severance Plan, see page 92100 and Payments on Termination or Change in Control beginning on page ~~80.~~87.

Change in Control

The Company has change in control provisions in its annual Performance Incentive Plan, its equity compensation plans and its retirement ~~plans.~~plans, in which the Named Executive Officers participate. These provisions apply equally to all plan ~~participants, including the Named Executive Officers.~~participants. The provisions require that the event that triggers the change in control, such as an acquisition, actually be completed. The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred.

We do not provide a taxgross-up for any change in control situation. We have no additional change in control agreements or arrangements with any of the Named Executive Officers.

The annual incentive plan provides that the annual incentive be paid at target (and in no event above target) upon a change in control, prorated for the actual number of months worked in the year.

Effective February 16, 2011, equity compensation plans under which additional awards may be granted were amended to provide that future awards are subject to accelerated vesting following a change in control only if an employee is terminated within two years following the change in control, unless the successor company does not assume the awards, in which case, accelerated vesting occurs upon a change in control. Unvested awards granted prior to these amendments vest upon a change in control. Beginning in 2008, PSUs contain a provision that provides that participants are entitled to receive the target number of shares upon a change in control. However, if restricted stock has been awarded after the performance goals have been met, any additional service-based restrictions will lapse upon a change in control.

The Company’s retirement plans also contain change in control provisions that affect all participants equally, including the Named Executive Officers. The employee must actually leave the Company within two years of a change in control in order to receive this benefit. There are no additional credited years of service. Under the Pension Plan and the Supplemental Pension Plan, for benefits accrued under the defined benefit formula, upon a change in control and subsequent termination, vested participants generally would receive an enhanced benefit as a result of a more favorable early retirement subsidy. A change in control has no effect on the cash balance portion of the Pension Plan. In addition, the Overseas Plan contains a provision reducing the normal retirement date to age 60, which increases the value of the benefit upon a change in control. The Company believes these provisions provide some security with respect to pension benefits in the event of a change in control. For a more detailed discussion of these change in control provisions, see page 91.

The change in control provisions were adopted to ensure that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction will not be tempted to act in their own interests rather than the interests of the shareowners in general. Thus, the provisions are designed to make any transaction neutral to the employees’ economic interests. Employees likely would not be in a position to influence the Company’s performance after a change in control and might not be in a position to earn their incentive awards or vest in their equity awards. Therefore, the Company believes that the change in control provisions are fair and protect shareowner value.

~~The annual incentive plan provides that the annual incentive be paid at target (and in no event above target) upon a change in control, prorated for the actual number of months worked in the year.~~

Generally, our equity compensation plans provide that restricted stock and stock options vest in full upon a change in control. Beginning in 2008, the performance share units contain a provision that provides that participants are entitled to receive the target number of shares upon a change in control. However, if restricted stock has been awarded after the performance goals have been met, any additional service-based restrictions will lapse upon a change in control.

The Company’s retirement plans also contain change in control provisions that affect all participants equally, including the Named Executive Officers. The employee must actually leave the Company within two years of a change in control in order to receive this benefit. There are no additional credited years of service. Under the Pension Plan and the Supplemental Pension Plan, for benefits accrued under the defined benefit formula, upon a change in control, the earliest retirement age is reduced from age 55 with ten years of service to age 50 with ten years of service. In addition, employees terminating prior to earliest retirement age will receive an early retirement subsidy calculated as if they had reached earliest retirement age. A change in control has no effect on the cash balance portion of the Pension Plan.

The Overseas Plan contains the same provision as the Pension Plan and, in addition, normal retirement age is reduced to age 60, resulting in a larger retirement benefit. The Company believes these provisions provide some security with respect to pension benefits in the event of a change in control.

For a more detailed discussion of change in control arrangements, see Payments on Termination or Change in Control beginning on page ~~80.~~87.

Tax ~~Compliance~~Deductibility Policy

Section 162(m) of the Tax Code limits deductibility of certain compensation for the chief executive officer and the three other executive officers (other than the chief financial officer) who are highest paid and employed at year-end (“Covered Employees”) to $1 million per year. If certain conditions are met, performance-based compensation may be excluded from this limitation. While we do not design our compensation programs solely for tax purposes, we do design our plans to be tax efficient for the Company where possible and where the design does not add a layer of complexity to the plans or their administration. Our shareowner-approved incentive plans, stock option plans and ~~certain~~performance-based awards under ~~TheCoca-Cola~~ ~~Company~~the 1989 Restricted Stock ~~Award~~ Plan ~~(the “1989 Restricted Stock Plan”)~~ meet the conditions necessary for deductibility. However, if following the requirements of Section 162(m) of the Tax Code would not be in the interests of shareowners, the Compensation Committee may exercise discretion to pay nondeductible compensation. At the 2011 Annual Meeting of Shareowners, shareowners are being asked to approve the performance measures available under the Performance Incentive Plan and the

1989 Restricted Stock Plan to preserve the tax deductibility of awards under Section 162(m) of the Tax Code. See Item 3 beginning on page 107 and Item 4 beginning on page 112.

Tax and Accounting Implications of ~~Each Form of~~ Compensation


	•	~~Salary is expensed when earned and is not deductible over $1 million for Covered Employees. In 2009, $200,000 of salary was not deductible.~~

	•	Annual incentives are expensed during the year when payout is probable. The portion paid under shareowner-approved measures meets the requirements of Section 162(m) of the Tax Code and is deductible. Any discretionary amount paid under non-objectively verifiable criteria is not deductible over $1 million for Covered Employees. All annual incentive payments for 2009 to Named Executive Officers were deductible.

	•	Stock options are expensed in accordance with FASB Topic 718, which is generally over the vesting period. The stock option plans have been approved by shareowners and the amounts realized are deductible upon exercise of the options.

	•	Performance share units are expensed in accordance with FASB Topic 718, which is generally over the performance period and the subsequent holding period. They are expensed when payout is probable. The plan has been approved by shareowners and awards are deductible when shares are released.

	•	Performance-based restricted stock is expensed in accordance with FASB Topic 718, which is generally over the performance period when payout is probable. The plan has been approved by shareowners and awards are deductible when shares are released.

	•	Time-based restricted stock is expensed in accordance with FASB Topic 718, which is generally over the restriction period. The plan has been shareowner-approved but time-based restricted stock is not deductible over $1 million for Covered Employees. No non-deductible restricted stock grants were made to any Named Executive Officer in 2009.

The Compensation Committee considers the tax and accounting implications of compensation, but they are not the only factors considered. In some cases, other important considerations outweigh tax or accounting considerations.

Generally, compensation is expensed as earned. Equity compensation is expensed in accordance with FASB Topic 718, which is generally over the vesting period.

Most compensation is designed to be deductible under Section 162(m) of the Tax Code. Any salary in excess of $1 million is not deductible. All annual incentive payments for 2010 were deductible. Stock option gain is tax deductible and the value of most PSUs and performance-based restricted stock and restricted stock units is deductible when income is realized.

Ownership Guidelines

For many years, the Company has had share ownership guidelines for ~~senior~~ executives, including the Named Executive Officers. The ownership guidelines are:


Role			Value of Common Stock to be ~~Owned~~Owned*
Chief Executive Officer			8 times base salary

Executive Vice Presidents and Group Presidents			4 times base salary

Other Senior Executives			2 times base salary

Business Unit Presidents Below Senior Executive Level			1 time base salary


*		Shares are valued based on the average closing price of Common Stock for the prior one-year period.

The Chairman of the Board and Chief Executive Officer and the Compensation Committee monitor compliance annually. Each executive has five years from the date he or she becomes ~~a senior executive~~subject to the share ownership guidelines to meet his or her target. If an executive is promoted and the target is increased, an additional two-year period is provided to meet the target. ~~Messrs. Cummings, Fayard, Finan and Reyes~~All Named Executive Officers have met ~~or exceeded~~ their share ownership targets. Mr. Kent’s share ownership target was increased from 5 to 8 times base salary in 2008 when he became Chief Executive Officer of the Company. Mr. Kent has achieved 79% of his current share ownership target. Per program guidelines, he has until 2014 to achieve his share ownership objective.guidelines. Shares counted toward the guidelines include:


	•	shares held of record or in a brokerage account by the ~~senior~~ executive or his or her spouse;

	•	shares and share units held in the Thrift Plan, the International Thrift Plan, and the Supplemental Thrift Plan, including any Company match;

	•	shares of time-based restricted ~~stock;~~stock or time-based restricted stock units;

	•	shares of performance-based restricted stock or performance-based restricted stock units after the necessary performance criteria have been satisfied; and


	•	shares of restricted stock or restricted stock units awarded upon satisfaction of the necessary performance criteria under the ~~performance share unit~~PSU program.

~~In recognition of achievement of~~Once an executive has met and maintained the ownership objective for a year, the Compensation Committee has the discretion to ~~increase~~grant a one-time long-term equity award. This award is generally delivered in stock options and with a value between 5% and 15% of the executive’s annual ~~long-term incentive~~equity award ~~5%–15% once the objective has been met and maintained for a year.~~value. As an example, any executive who had achieved his or her objective as of December 31, ~~2008 is~~2009 was eligible for the additional ~~value as part of their 2010 annual long-term incentive award. This additional value is awarded one time only. None of the Named Executive Officers received this additional~~ award in ~~2009; however,~~ 2011.

Messrs. ~~Cummings,~~Douglas, Fayard ~~Finan~~ and Reyes received one-time awards in ~~2010.~~2010 for having achieved their objectives as of December 31, 2008. Mr. Bozer received a one-time award in 2011 for having achieved his objective as of December 31, 2009.

Further, to ensure compliance with the guidelines, management has the discretion, with Compensation Committee approval, to withhold a portion of up to 50% of the annual cash incentive if an ~~individual~~executive is not ~~compliant at the end of the achievement period.~~compliant. The Compensation Committee also may mandate the retention of 100% of net shares, after settlement of taxes and transaction fees, acquired pursuant to equity awards ~~made~~granted on or after January 1, ~~2009 and after.~~2009.

Trading Controls and Hedging Transactions

Executive ~~Officers,~~officers, including the Named Executive Officers, are required to receive the permission of the Company’s General Counsel prior to entering into any transactions in Company securities, including gifts, grants and those involving derivatives, other than the exercise of employee stock options. ~~Permission is not granted for hedging transactions.~~ Generally, trading is permitted only during announced trading periods. Employees who are subject to trading restrictions, including the Named Executive Officers, may enter into a trading plan under ~~SEC~~Rule ~~10b5-1.~~10b5-1 of the 1934 Act. These trading plans may be entered into only during an open trading period and must be approved by the Company. The Named Executive Officer bears full responsibility if he or she violates Company policy by permitting shares to be bought or sold without preapproval or when trading is restricted. The Company does not restrict pledges as pledging can provide a more attractive interest rate for personal loans. All shares held in brokerage margin accounts can be considered “pledged” and the Company has not forbidden margin accounts. ~~However,~~Executive officers are prohibited from entering into hedging transactions, as ~~of December 31, 2009, no Executive Officers have pledged shares of Common Stock.~~described on page 32.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the ~~Company’s Annual Report on~~Form ~~10-K~~10-K. ~~for the fiscal year ended December 31, 2009.~~

~~Cathleen P. Black,~~Maria Elena Lagomasino, Chair
Ronald W. Allen
Alexis M. Herman
~~Maria Elena Lagomasino~~
James D. Robinson III

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised entirely of the ~~five~~four independent Directors listed above. ~~Other than James D. Robinson III, Compensation Committee members do not have anynon-trivial~~ ~~professional, familial or financial relationship with the Chief Executive Officer, other Executive Officers of the Company, other than his or her directorship.~~

A~~daughter-in-law~~ ~~of James D. Robinson III, one of our Directors and a~~No member of the Compensation Committee ~~has an indirect minority equity interest in Delaware North. The Company’s~~is a current, or during 2010 was a former, officer or employee of the Company or any of its subsidiaries. During 2010, no member of the Compensation Committee had a relationship ~~with Delaware North is~~that must be described under the SEC rules relating to disclosure of related person transactions. In 2010, none of our executive officers served on ~~page 31.~~the board of directors or compensation committee of any entity that had one or more of its executive officers serving on the Board or the Compensation Committee.

6472

EXECUTIVE COMPENSATION

The following tables, narrative and footnotes discuss the compensation of the Chairman and Chief Executive Officer, the Chief Financial Officer and the three other most highly compensated Executive Officers during ~~2009.~~2010.

~~2009~~2010 Summary Compensation Table


													Change in																		Change in
													Pension Value																		Pension Value
													and																		and
											Non-Equity		Nonqualified																Non-Equity		Nonqualified
											Incentive		Deferred																Incentive		Deferred
							Stock		Option		Plan		Compensation		All Other										Stock		Option		Plan		Compensation		All Other
Name and			Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total				Salary		Bonus		Awards		Awards		Compensation		Earnings		Compensation		Total
Principal Position	Year		($)		($)		($)		($)		($)		($)		($)		($)		Year		($)		($)		($)		($)		($)		($)		($)		($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Muhtar Kent		2009	$	1,200,000	$	0	$	0	$	7,433,790	$	5,500,000	$	4,019,949	$	659,274	$	18,813,013		2010	$	1,200,000	$	0	$	5,119,578	$	5,687,523	$	6,500,000	$	5,537,068	$	737,848	$	24,782,017
Chairman of the Board and		2008		1,100,000		4,500,000		2,999,975		10,280,428		0		2,792,762		748,182		22,421,347		2009		1,200,000		0		0		7,433,790		5,500,000		4,019,949		659,274		18,813,013
Chief Executive Officer		2007		1,000,000		0		1,999,995		2,924,141		3,797,500		1,125,995		749,353		11,596,984		2008		1,100,000		4,500,000		2,999,975		10,280,428		0		2,792,762		748,182		22,421,347
Alexander B. Cummings, Jr.¹		2009		700,000		0		0		2,319,604		1,200,000		487,013		66,046		4,772,663
Executive Vice President and		2008		643,127		950,000		1,451,950		3,065,935		0		450,641		617,726		7,179,379
Chief Administrative Officer
Ahmet C. Bozer¹																				2010		565,825		0		1,651,152		1,832,928		1,340,000		530,434		474,268		6,394,607
President, Eurasia and
Africa Group
J. Alexander M. Douglas, Jr.¹																				2010		626,400		0		2,676,658		1,603,812		1,340,000		775,288		78,099		7,100,257
President, North America
Group

Gary P. Fayard		2009		741,600		0		0		2,319,604		1,680,000		953,558		60,774		5,755,536		2010		761,400		0		1,852,512		2,326,842		1,997,000		1,236,015		94,997		8,268,766
Executive Vice President and		2008		732,777		1,100,000		1,849,997		2,260,602		0		1,081,237		98,391		7,123,004		2009		741,600		0		0		2,319,604		1,680,000		953,558		60,774		5,755,536
Chief Financial Officer		2007		687,387		0		1,480,021		2,163,859		1,915,900		547,014		87,789		6,881,970		2008		732,777		1,100,000		1,849,997		2,260,602		0		1,081,237		98,391		7,123,004
Irial Finan		2009		787,500		0		0		2,141,174		1,505,000		576,604		414,285		5,424,563
Executive Vice President and		2008		778,125		1,350,000		1,451,950		1,774,271		0		310,201		677,479		6,342,026
President, Bottling		2007		750,000		0		1,319,998		1,929,929		1,598,400		155,726		372,727		6,126,780
Investments and Supply Chain
José Octavio Reyes²		2009		617,871		0		0		2,676,470		1,400,000		1,400,898		522,288		6,617,527		2010		633,029		0		1,847,478		2,418,864		1,500,000		1,523,487		586,664		8,509,522
President, Latin America		2008		606,081		1,250,000		1,649,992		2,016,214		0		495,457		399,036		6,416,780		2009		617,871		0		0		2,676,470		1,400,000		1,400,898		522,288		6,617,527
Group		2007		568,842		0		1,584,007		2,315,913		1,364,800		970,873		544,534		7,348,969		2008		606,081		1,250,000		1,649,992		2,016,214		0		495,457		399,036		6,416,780


¹		Compensation for ~~Mr. Cummings~~Messrs. Bozer and Douglas is provided only for ~~2009 and 2008~~2010 because ~~he was~~they were not a Named Executive ~~Officer~~Officers for ~~2007.~~2008 or 2009.

²		Compensation for Mr. Reyes, a Mexico-based employee, is delivered in Mexican pesos. In calculating the dollar equivalent for ~~recurring~~ items that are not denominated in U.S. dollars, the Company converts each payment into dollars based on ~~the~~an average exchange ~~rate in effect for the month in which the payment was made.~~rate. For purposes of converting the pension value into dollars, the December 31accounting rate of exchange ~~rate~~ is used.

Bonus (Column (d))

The Company paid annual incentives to the Named Executive Officers for ~~2009~~2010 based on pre-determined performance metrics. These payments, which were made under the Company’s annual Performance Incentive Plan, are reported in the Non-Equity Incentive Plan Compensation column (column (g)). As described in the Company’s 2009 Definitive Proxy Statement beginning on page 38, the Company paid discretionary bonuses to the Named Executive Officers for 2008. Therefore, the annual incentive amount for 2008 is reflected in this ~~column (d).~~column.

Stock Awards (Column (e))

The amount in the Stock Awards column is the grant date fair value of stock awards determined pursuant to FASB Topic 718. All of the awards to Named Executive Officers in 2008 ~~and 2007~~ are ~~Performance Share Units (“PSUs”).~~PSUs. No stock awards were made to Named Executive Officers in 2009. All of the stock awards to Named Executive Officers in 2010 are PSUs, except for Mr. Douglas, who also received an award of time-based restricted stock, as described on page 61 of the Compensation Discussion and Analysis.

6573

PSUs provide an opportunity for employees to receive ~~restricted stock~~Common Stock if certain performance criteria are met for a three-year performance period. If the minimum performance ~~criterion is~~criteria are not met, no award is earned. If at least the minimum performance ~~criterion is~~criteria are attained, awards can range from 50% of the target number of shares to 150% of the target number of shares. The amounts in the table above reflect the value of the PSUs at the target (or 100%) level. The charts below provide the potential value of the PSUs at the threshold, target and maximum levels for each of these awards. The status of each PSU program is described on page 5460 of the Compensation Discussion &and Analysis.

~~2008–2010 Performance Share Units~~
~~Granted02/21/2008~~



				2010–2012 Performance Share Units			2008–2010 Performance Share Units
				Granted02/18/2010			Granted02/21/2008
					Value at Target			Value at Target
					(100%)			(100%)
		Value at Target		Value at	(Reported in	Value at	Value at	(Reported in	Value at
	Value at Threshold	(100%) (Reported in	Value at Maximum	Threshold	Column (e)	Maximum	Threshold	Column (e)	Maximum
Name	Level (50%)	Column (e) Above)	Level (150%)	Level (50%)	Above)	Level (150%)	Level (50%)	Above)	Level (150%)
Mr. Kent	$1,499,988	$2,999,975	$4,499,963	$2,559,789	$5,119,578	$7,679,367	$1,499,988	$2,999,975	$4,499,963
Mr. Cummings	725,975	1,451,950	2,177,925
Mr. Bozer				825,576	1,651,152	2,476,728	n/a¹	n/a¹	n/a¹
Mr. Douglas				659,454	1,318,908	1,978,362	n/a¹	n/a¹	n/a¹
Mr. Fayard	924,999	1,849,997	2,774,996	926,256	1,852,512	2,778,768	924,999	1,849,997	2,774,996
Mr. Finan	725,975	1,451,950	2,177,925
Mr. Reyes	824,996	1,649,992	2,474,988	923,739	1,847,478	2,771,217	824,996	1,649,992	2,474,988

~~2007–2009 Performance Share Units~~
~~Granted02/15/2007~~

Value at Target

Value at Threshold
(100%) (Reported in
Value at Maximum
Name Level (50%) Column (e) Above) Level (150%)
Mr. Kent $999,998 $1,999,995 $2,999,993
Mr. Cummings n/a¹ n/a¹ n/a¹
Mr. Fayard 740,011 1,480,021 2,220,032
Mr. Finan 659,999 1,319,998 1,979,997
Mr. Reyes 792,004 1,584,007 2,376,011


¹		Not reported because Messrs. Bozer and Douglas were not Named Executive Officers in 2008.

¹ ~~Not reported because Mr. Cummings was not a Named Executive Officer~~The assumptions used by the Company in ~~2007.~~calculating these amounts are incorporated herein by reference to Note 12 to the Company’s consolidated financial statements in theForm 10-K. The Company grants PSUs and restricted stock under the 1989 Restricted Stock Plan. The material provisions of the 1989 Restricted Stock Plan are described on page 99 and the proposal to approve the performance measures available under the 1989 Restricted Stock Plan and additional information about the 1989 Restricted Plan begins on page 112.

The Company cautions that the amounts reported for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s performance, stock price, and continued employment. Additional information on all outstanding stock awards is reflected in the ~~2009~~2010 Outstanding Equity Awards at Fiscal Year-End table on page ~~74.~~82.

The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 9 to the Company’s consolidated financial statements in the Company’s Annual Report on~~Form 10-K~~ ~~for the fiscal year ended December 31, 2009 (the“Form 10-K”).~~ ~~The Company grants PSUs and restricted stock under the 1989 Restricted Stock Plan. The material provisions of the 1989 Restricted Stock Plan are described on page 91.~~

To see the value actually received upon vesting of stock by the Named Executive Officers in ~~2009,~~2010, refer to the ~~2009~~2010 Option Exercises and Stock Vested table on page ~~76.~~84.

Option Awards (Column (f))

The amounts reported in the Option Awards column represent the grant date fair value of stock option awards granted to each of the Named Executive Officers, calculated in accordance with FASB Topic 718. Even though the awards may be forfeited, the amounts do not reflect this contingency. For Messrs. Douglas, Fayard and Reyes, the amounts reported include one-time awards in 2010 for having achieved the Company’s stock ownership guidelines, which are described beginning on page 70.

The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 12 to the Company’s consolidated financial statements in theForm 10-K. The options were awarded under the 1999 Stock Option Plan, TheCoca-Cola Company 2002 Stock

Option Plan (the “2002 Stock Option Plan”), or the 2008 Stock Option Plan. The material provisions of the plans are described beginning on page 98.

The Company cautions that the amounts reported in the ~~2009~~2010 Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s stock price and continued employment. Additional information on all outstanding option awards is reflected in the ~~2009~~2010 Outstanding Equity Awards at Fiscal Year-End table on page ~~74.~~

~~The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 9 to the Company’s consolidated financial statements in theForm 10-K.~~ ~~The options were awarded under TheCoca-Cola~~ ~~Company 1999 Stock Option Plan (the “1999 Stock Option Plan”), TheCoca-Cola~~ ~~Company 2002 Stock Option Plan (the “2002 Stock Option Plan”), or TheCoca-Cola~~ ~~Company 2008 Stock Option Plan (the “2008 Stock Option Plan”). The material provisions of the plans are described on page 91.~~82.

To see the value actually received upon exercise of options by the Named Executive Officers ~~upon exercise of options and vesting of stock~~ in ~~2009,~~2010, refer to the ~~2009~~2010 Option Exercises and Stock Vested table on page ~~76.~~84.

Non-Equity Incentive Plan Compensation (Column (g))

The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the amounts earned by each Named Executive Officer under the Company’s annual Performance Incentive Plan in ~~2009~~2010 and ~~2007.~~2009. The material provisions of ~~that plan~~the Performance Incentive Plan are described on page ~~90.~~98 and the proposal to approve the performance measures available under the Performance Incentive Plan and additional information about the Performance Incentive Plan begins on page 107. As discussed in the Company’s 2009 Definitive Proxy Statement beginning on page 38, discretionary bonuses were paid for 2008, as reported in ~~Column~~column (d).

Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

The amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column for 2010, 2009 ~~2008,~~ and ~~2007~~2008 are comprised entirely of changes between December 31, 2009 and December 31, 2010, between December 31, 2008 and December 31, 2009, and between December 31, 2007 and December 31, 2008, ~~and between December 31, 2006 and December 31, 2007,~~ respectively, in the actuarial present value of the accumulated pension benefits of each of the Named Executive Officers.

The assumptions used by the Company in calculating the change in pension value are described on page ~~78.~~86.

The Company cautions that the values reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column ~~(Column~~(column (h)) are theoretical as those amounts are calculated pursuant to SEC requirements and are based on assumptions used in preparing the Company’s audited financial statements for the fiscal years ended December 31, 2010, December 31, 2009, December 31, 2008 ~~December 31, 2007,~~ and December 31, ~~2006.~~2007. As described on page ~~78,~~86, the Company’s

retirement plans utilize a different method of calculating actuarial present value for the purpose of determining a lump sum payment, if any, which apply to all participants under such plans. The change in pension value from year to year as reported in the table is subject to market volatility and may not represent the value that a Named Executive Officer will actually accrue or receive under the Company’s retirement plans during any given year.

None of the Named Executive Officers received above-market or preferential earnings (as these terms are defined by the SEC) on their nonqualified deferred compensation accounts. The material provisions of the Company’s retirement plans and Deferred Compensation Plan are described beginning on page 8795 and on page ~~92.~~99, respectively.

All Other Compensation (Column (i))

The amounts reported in the All Other Compensation column reflect, for each Named Executive Officer, the sum of (i) the incremental cost to the Company of all perquisites and other personal benefits; (ii) the amount of any tax reimbursements; (iii) the amounts contributed by the Company to the Thrift Plan, the Supplemental Thrift Plan, the International Thrift Plan and the Mexico Plan (collectively, the “Company Thrift Plans”); and (iv) the dollar value of life insurance premiums paid by the Company. Amounts contributed to the Company Thrift Plans are calculated on the same basis for all participants in the relevant plan, including the Named Executive Officers. The material provisions of the Company Thrift Plans are described beginning on page ~~89.~~96.

The following table outlines those ~~(i)~~ perquisites and other personal benefits and ~~(ii)~~ additional all other compensation required by SEC rules to be separately quantified. A dash indicates that the Named Executive Officer received the perquisite or personal benefit but the amount was not required to be disclosed under SEC rules. The narrative following the table describes all categories of perquisites and other personal benefits provided by the Company in ~~2009.~~2010.



			Perquisites and Other Personal Benefits												Additional All Other Compensation								Perquisites and Other Personal Benefits												Additional All Other Compensation
											International						Company												International								Company
											Service						Contributions		Life										Service								Contributions		Life
			Aircraft		Car and		Club				Program		Financial		Tax		to Company		Insurance				Aircraft		Car and				Program		Financial				Tax		to Company		Insurance
Name	Year		Usage		Driver		Memberships		Security		Benefits		Planning		Reimbursement		Thrift Plans		Premiums		Year		Usage		Driver		Security		Benefits		Planning		Other		Reimbursement		Thrift Plans		Premiums
Mr. Kent		2009	$	130,930	$	166,481		$0	$	102,741		N/A		—	$	73,502	$	171,000	$	1,620		2010	$	165,427	$	183,087		$118,613		N/A		—		—	$	53,919	$	201,000	$	1,742
		2008		229,484		204,754		0		65,348	$	61,294		—		27,865		146,925		1,512		2009		130,930		166,481		102,741		N/A		—	$	0		73,502		171,000		1,620
		2007		42,621		163,058		0		66,707		361,879		—		19,385		84,299		1,404		2008		229,484		204,754		65,348	$	61,294		—		0		27,865		146,925		1,512
Mr. Cummings		2009		0		0		0		0		5,430		—		0		49,500		1,116
		2008		0		0		0		0		557,607		$0		2,398		56,677		1,044
Mr. Bozer																						2010		0		89,433		167,970		171,616	$	0		0		0		44,425		824
Mr. Douglas																						2010		—		0		0		N/A		—		—		0		54,402		742
Mr. Fayard		2009		—		0		0		0		N/A		—		0		55,248		1,620		2010		0		0		0		N/A		—		—		9,157		73,242		1,742
		2008		—		0		0		0		N/A		—		7,319		79,460		1,512
		2007		—		0		0		0		N/A		—		5,825		71,049		1,404
Mr. Finan		2009		37,346		0		0		0		298,526		0		13,244		64,125		1,044
		2008		0		0		0		0		599,110		0		6,137		71,296		936		2009		—		0		0		N/A		—		0		0		55,248		1,620
		2007		0		0		0		0		303,295		0		5,857		62,747		828		2008		—		0		0		N/A		—		0		7,319		79,460		1,512
Mr. Reyes		2009		0		370,495		0		118,224		N/A		0		0		15,868		17,701		2010		0		424,964		108,417		N/A		—		0		0		16,901		26,382
		2008		0		220,239		N/A		138,681		N/A		0		0		15,892		24,224		2009		0		370,495		118,224		N/A		0		0		0		15,868		17,701
		2007		0		389,939		N/A		108,484		N/A		—		0		14,947		22,461		2008		0		220,239		138,681		N/A		0		0		0		15,892		24,224

Aircraft Usage

The Company owns and operates business aircraft to allow employees to safely and efficiently travel for business purposes around the world. Given the Company’s significant global presence, we believe it is a business imperative for senior leaders to be on the ground at our ~~overseas~~global operations. The Company-owned aircraft allow employees to be far more productive than if commercial flights were utilized, as the aircraft provide a confidential and highly productive environment in which to conduct business without the schedule constraints imposed by commercial airline service.

The Company aircraft were made available to the Named Executive Officers for their personal use in the following situations:


	•	Mr. Kent is required by the Board to use the Company aircraft for all travel, both business and personal. This is required for security purposes due to the high profile and global nature of our business and our highly symbolic and well recognized brands, as well as to ensure that he can be immediately available to respond to business priorities from any location around the world. This arrangement also allows travel time to be used productively for the Company. Mr. Kent and his immediate family traveling with him use the Company aircraft for a reasonable number


		of personal trips. Personal use of Company aircraft results in imputed taxable income to the executives. Mr. Kent is not provided a tax reimbursement for personal use of aircraft.


	•	No other Named Executive ~~Officers use~~Officer uses Company aircraft for personal purposes except in extraordinary circumstances. Mr. ~~Finan~~Douglas had one trip on Company aircraft in ~~2009~~2010 for personal reasons due to a death in his family. Mr. ~~Finan~~Douglas was not provided a tax reimbursement for personal use of aircraft. No other Named Executive Officer used the Company aircraft solely for personal purposes in ~~2009.~~2010.

	•	Infrequently, spouses and guests of Named Executive Officers ride along on the Company aircraft when the aircraft is already going to a specific destination for a business purpose. This use has minimal cost to the Company. Income is imputed to the Named Executive Officer for income tax purposes, but no tax reimbursement is provided since such persons are not traveling for a business purpose.

In determining the incremental cost to the Company of the personal use of Company aircraft, the Company calculates, for each aircraft, the direct variable operating cost on an hourly basis, including all costs that may vary by the hours flown. Items included in calculating this cost are:


	•	aircraft fuel and oil;

	•	travel, lodging and other expenses for crew;

	•	prorated amount of repairs and maintenance;

	•	prorated amount of rental fee on airplane hangar;

	•	catering;

	•	logistics (landing fees, permits, ~~etc)~~etc.);

	•	telecommunication expenses and other supplies; and

	•	the amount, if any, of disallowed tax deductions associated with such use.

When the aircraft is already flying to a destination for business purposes, only the direct variable costs associated with the additional passenger (for example, catering) are included in determining the aggregate incremental cost to the Company. While it happens very rarely, if an aircraft flies empty before picking up or after dropping off a passenger flying for personal reasons, this “deadhead” segment would be included in the incremental cost.

Car and Driver

Mr. Kent is provided with a car and driver both for security purposes and to maximize his efficiency during business hours. When not being utilized by Mr. Kent, the cars and drivers are used for other Company business. However, the Company has included the entire cost of the cars and

drivers, including all salary, benefits and related employment costs. ~~Mr.~~Messrs. Kent ~~also is~~and Bozer are each provided with a car and driver in Turkey for security purposes. Mr. Reyes and his spouse are each provided with a specially equipped car and driver for security purposes in Mexico City. ~~The vehicle cost below for Mr. Reyes reflects the Company’s purchase in 2009 of~~No other Named Executive Officer is provided with a ~~new vehicle outfitted for security for the Reyes family.~~car or driver.

The cost to the Company in ~~2009~~2010 was as follows:


	•	Mr. Kent: cars $31,921; drivers $151,166;

	•	Mr. Reyes: cars $235,522; drivers $189,442; and

~~Mr. Kent: cars $33,071; drivers $133,410; and~~
~~Mr. Reyes: cars $180,140; drivers $190,355.~~

~~Club Memberships~~

Club memberships are provided to the Named Executive Officers when necessary for business purposes. Monthly dues are paid by the Company; however, the Named Executive Officers are taxed on a pro-rata portion of the dues associated with any personal use of the clubs, even though the Named Executive Officer pays for the direct cost of any personal use. The Company does not provide any tax reimbursement in connection with the personal use of the clubs. All Named Executive Officers reimbursed the Company for any personal costs, including a pro-rata portion of the dues. Therefore, there was no personal benefit to any Named Executive Officer associated with use of clubs in 2009.


	•	Mr. Bozer: cars $24,338; drivers $65,095.

Security

The Company provides a comprehensive security program ~~including monitoring,~~ for Mr. Kent. This includes monitoring equipment at his homes and Company-paid security personnel. Mr. Bozer, based in Turkey, is provided with security at his residence. Mr. Reyes, based in Mexico City, is provided with security ~~personnel~~ at his residence as well as monitoring of his ~~car~~ and his ~~wife’s car.~~spouse’s cars. No other Named Executive Officer is provided with Company-paid security, except where necessary when traveling overseas.

International Service Program Benefits

The Company provides benefits to International Service Associates under the International Service Program, the material provisions of which are described beginning on page ~~92.~~99. Currently, there are approximately ~~350~~300 participants in the program. The International Service Program is designed to relocate and support employees who are sent on an assignment outside of their home country. The purpose of the program is to make sure that when the Company requests that an employee move outside his or her home country, economic considerations do not play a role. This helps the Company quickly meet its business needs around the world and develop its employees.

Mr. Kent participated in the International Service Program in 2006 when he was based in Hong Kong. Mr. Kent ceased participating in the International Service Program when he relocated to the United States in 2006. The amounts reported in 2008 ~~and 2007~~ for Mr. Kent relate to his prior assignment in Hong Kong. Mr. ~~Cummings participated~~Bozer participates in the International Service Program ~~in 2008 and 2007 when~~because he ~~was~~is a U.S. citizen based in the United Kingdom and South Africa. Mr. Cummings ceased participating in the International Service Program when he returned to the United States in October 2008. The amount reported in the table for 2009 relates to this prior assignment. Mr. Finan, who is based in Atlanta, outside his home country, participated in the International Service Program in 2009, 2008 and 2007. The amounts reported include payments for housing expenses, auto

~~expenses, home leave, relocation, tax equalization, education, currency protection and other program allowances.~~Turkey.

Under the tax equalization program, an International Service Associate, economically, pays tax at the same federal and state income tax rates as a resident of the State of Georgia on base salary, incentive compensation and personal income. The amount of tax equalization could be deemed a tax reimbursement; however, since an International Service Associate is subject to hypothetical taxes pursuant to the International Service Program, these amounts are more properly characterized as International Service Program benefits. Payments for tax equalization often occur in years following the actual tax year.

The costs to the Company were as follows:

~~Host~~

~~Other~~

~~Housing~~

~~Auto~~

~~Home~~

~~Country~~

~~Tax~~

~~Program~~

~~Currency~~

~~Transition~~

~~Name~~

~~Year~~

~~Expenses~~

~~Leave~~

~~Allowance~~

~~Relocation~~

~~Equalization~~

~~Education~~

~~Allowances~~

~~Protection~~

~~Payment~~

~~Mr. Kent~~

~~2009~~
~~2008~~
~~2007~~

0
0
~~82,500~~

0
~~4,180~~
0

0
0
0

0
~~57,114~~
~~256,429~~

0
0
~~22,950~~

0
0
0

~~Mr. Cummings~~¹

~~2009~~
~~2008~~

0
~~82,064~~

0
~~47,221~~

0
~~22,554~~

0
~~34,900~~

0
~~55,491~~

~~5,430~~
~~105,392~~

0
0

0
~~19,985~~

0
0

0
~~190,000~~

~~Mr. Finan~~

~~2009~~
~~2008~~
~~2007~~

~~158,508~~
~~158,508~~
~~121,394~~

0
0
0

~~50,032~~
~~45,748~~
~~25,412~~

0
0
0

~~35,811~~
~~147,185~~
~~121,904~~

~~5,885~~
~~9,664~~
~~34,105~~

~~2,980~~
~~480~~
~~480~~

~~45,310~~
~~237,525~~
0

0
0
0


								Host				Other
		Housing		Auto		Home		Country		Tax		Program
Name	Year	Expenses		Expenses		Leave		Allowance		Equalization		Allowances
Mr. Kent	2010	$	0	$	0	$	0	$	0	$	0	$	0
	2009		0		0		0		0		0		0
	2008		0		4,180		0		0		57,114		0
Mr. Bozer¹	2010		0		0		24,788		121,177		3,171		22,480


¹		Information for Mr. Bozer is provided only for 2010 because he was not a Named Executive Officer for 2008 or 2009.

¹ ~~Mr. Cummings participated in the International Service Program in 2007. Information for Mr. Cummings is provided only for 2009 and 2008 because he was not a Named Executive Officer for 2007.~~

Financial Planning

Other Perquisites

Additional All Other Compensation

Company Contributions to Company Thrift Plans. The Company makes matching contributions to each Named Executive Officer’s account under the Company Thrift Plans, as applicable, on the same terms and using the same formulas as other participating employees.

The amounts reflected above represent the following contributions made by the Company in ~~2009:~~2010:


	•	for Mr. Kent, $7,350 to the Thrift Plan and ~~$163,650~~$193,650 to the Supplemental Thrift Plan;

	•	for Mr. ~~Cummings,~~Bozer, $7,350 to the Thrift Plan and ~~$42,150~~$37,075 to the Supplemental Thrift Plan;

	•	for Mr. Douglas, $7,350 to the Thrift Plan and $47,052 to the Supplemental Thrift Plan;

	•	for Mr. Fayard, $7,350 to the Thrift Plan and ~~$47,898~~$65,892 to the Supplemental Thrift Plan;

	•	~~for Mr. Finan, $64,125 to the International Thrift Plan;~~ and


	•	for Mr. Reyes, ~~$1,907~~$2,146 to a savings fund and ~~$13,961~~$14,755 contributed to the defined contribution portion of the Mexico Plan.

Life Insurance Premiums. The Company provides limited life insurance to all U.S. based employees, including the U.S. based Named Executive Officers, and International Service Associates. For employees of the Company, this coverage is equal to the lesser of their base salary or $300,000. The Company provides life insurance to all Mexico-based employees equal to 30 months of base salary. The amounts reported in the table ~~above~~ on page 6876 represent the Company premiums paid for this insurance, which are on the same terms and at the same cost as other employees.

~~2009~~2010 Grants of Plan-Based Awards


			Estimated Future Payouts						All Other Option		Exercise or				Grant Date				Estimated Future Payouts						Estimated Future Payouts						All Other		All Other Option		Exercise or				Grant Date
			Under Non-Equity Incentive						Awards: Number		Base Price				Fair Value				Under Non-Equity Incentive						Under Equity Incentive						Stock Awards;		Awards: Number		Base Price				Fair Value
			Plan Awards						of Securities		of Option		Closing		of Stock				Plan Awards						Plan Awards						Number of		of Securities		of Option		Closing		of Stock
			Threshold		Target		Maximum		Underlying		Awards		Price on		and Option				Threshold		Target		Maximum		Threshold		Target		Maximum		Shares or		Underlying		Awards		Price on		and Option
Name	Grant Date		($)		($)		($)		Options (#)		($/Sh)		Grant		Awards		Grant Date		($)		($)		($)		(#)		(#)		(#)		Stock Units (#)		Options (#)		($/Sh)		Grant		Awards
(a)	(b)		(c)		(d)		(e)		(j)		(k)		Date		(l)		(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k)		Date		(l)

Muhtar Kent		02/19/2009 02/19/2009	$	0	$	2,400,000	$	7,200,000		1,167,000	$	43.20	$	43.30	$	7,433,790		02/18/2010	$	0	$	2,400,000	$	7,200,000
Alexander B. Cummings, Jr.		02/19/2009 02/19/2009		0		875,000		2,625,000		364,145		43.20		43.30		2,319,604
																		02/18/2010								50,850		101,700		152,550									$	5,119,578
																		02/18/2010																605,700	$	55.54	$	55.91		5,687,523

Ahmet C. Bozer																		02/18/2010		0		731,250		2,193,750
																		02/18/2010								16,400		32,800		49,200										1,651,152
																		02/18/2010																195,200		55.54		55.91		1,832,928

J. Alexander M.																		02/18/2010		0		787,500		2,362,500
Douglas, Jr.																		02/18/2010								13,100		26,200		39,300										1,318,908
																		02/18/2010																170,800¹		55.54		55.91		1,603,812
																		04/22/2010														25,000						54.31		1,357,750

Gary P. Fayard		02/19/2009 02/19/2009		0		927,000		2,781,000		364,145		43.20		43.30		2,319,604		02/18/2010		0		960,000		2,880,000
Irial Finan		02/19/2009 02/19/2009		0		984,375		2,953,125		336,134		43.20		43.30		2,141,174
José Octavio Reyes		02/19/2009 02/19/2009		0		755,875		2,267,625		420,168		43.20		43.30		2,676,470
																		02/18/2010								18,400		36,800		55,200										1,852,512
																		02/18/2010																247,800¹		55.54		55.91		2,326,842
José Octavio																		02/18/2010		0		782,500		2,347,500
Reyes																		02/18/2010								18,350		36,700		55,050										1,847,478
																		02/18/2010																257,600¹		55.54		55.91		2,418,864


¹		Includes stock options granted in connection with the achievement of stock ownership guidelines (14,600 for Mr. Douglas, 29,000 for Mr. Fayard and 39,000 for Mr. Reyes). See page 70 for details of the Company’s stock ownership guidelines.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Annual Incentive)

The amounts represent the awards made under the annual Performance Incentive Plan in February ~~2009~~2010 to each of the Named Executive Officers as described beginning on page 5055 of the Compensation Discussion &and Analysis. Actual payments under these awards have already been determined, will be paid on March 15, ~~2010~~2011 and are included in the Non-Equity Incentive Plan Compensation column ~~(Column~~(column (g)) of the ~~2009~~2010 Summary Compensation Table.

Estimated Future Payouts Under Equity Incentive Plan Awards (PSUs)

The awards represent PSUs granted in 2010 under the 1989 Restricted Stock Plan. The performance period for the awards is January 1, 2010 to December 31, 2012. The awards are subject to an additional holding period, through February 2014. The grant date fair value is included in the

Stock Awards column (column (e)) of the 2010 Summary Compensation Table. For a discussion of the PSU awards for 2010, see the Compensation Discussion and Analysis beginning on page 59.

All Other Stock Awards; Number of Shares or Stock Units (Restricted Stock)

The award for Mr. Douglas is a time-based restricted stock award, as described on page 61 of the Compensation Discussion and Analysis. The award will vest on April 30, 2014, provided Mr. Douglas remains employed with the Company. The grant date fair value is included in the Stock Awards column (column (e)) of the 2010 Summary Compensation Table. No other Named Executive Officer received a restricted stock award in 2010.

All Other Option Awards (Stock Options)

The awards represent stock ~~option grants made in 2009. Options~~options granted in ~~2009~~2010 to Named Executive Officers ~~were granted~~ under ~~the 2002 Stock Option Plan and~~ the 2008 Stock Option Plan. ~~All~~These options ~~granted in 2009 to Named Executive Officers~~ have a term of ten years from the grant date and vest 25% on the first, second, third and fourth anniversaries of the grant date.

Under the 2002 Stock Option Plan and the 2008 Stock Option Plan, the option exercise price may not be less than 100% of the fair market value of Common Stock on the date the option is granted. The fair market value of a share of Common Stock is based on the average of the high and low prices of the Common Stock on the date of grant. The Company believes that using the high and low prices of the Common Stock is more representative of the fair market value than the closing price.

The Company cautions that the amounts reported in the 2009 Summary Compensation Table for these awards may not represent the amounts that the Named Executive Officers will actually realize from the awards. Whether, and to what extent, a Named Executive Officer realizes value will depend on the Company’s stock price and continued employment.

7381

~~2009~~2010 Outstanding Equity Awards at Fiscal Year-End


	Option Awards										Stock Awards										Option Awards										Stock Awards
																			Equity Incentive																				Equity Incentive
																Equity Incentive			Plan Awards:																	Equity Incentive			Plan Awards:
																Plan Awards:			Market or																	Plan Awards:			Market or
																Number of			Payout Value																	Number of			Payout Value
											Number of			Market Value		Unearned			of Unearned												Number of			Market Value		Unearned			of Unearned
	Number of			Number of							Shares or			of Shares or		Shares, Units			Shares, Units		Number of			Number of							Shares or			of Shares or		Shares, Units			Shares, Units
	Securities			Securities							Units of			Units of		or Other			or Other		Securities			Securities							Units of			Units of		or Other			or Other
	Underlying			Underlying			Option				Stock That			Stock That		Rights That			Rights That		Underlying			Underlying			Option				Stock That			Stock That		Rights That			Rights That
	Unexercised			Unexercised			Exercise		Option		Have Not			Have Not		Have Not			Have Not		Unexercised			Unexercised			Exercise		Option		Have Not			Have Not		Have Not			Have Not
	Options (#)			Options (#)			Price		Expiration		Vested			Vested		Vested			Vested		Options (#)			Options (#)			Price		Expiration		Vested			Vested		Vested			Vested
Name	Exercisable			Unexercisable			($)		Date		(#)			($)		(#)			($)		Exercisable			Unexercisable			($)		Date		(#)			($)		(#)			($)
(a)	(b)			(c)			(e)		(f)		(g)*			(h)²⁷		(i)*			(j)²⁷		(b)			(c)			(e)		(f)		(g)*			(h)*		(i)*			(j)*
Muhtar Kent		80,000	¹				$	43.4300		05/01/2015		97,387	¹⁷	$	5,551,059		78,259	¹⁸	$	4,460,763		80,000	¹				$	43.4300		05/01/2015		155,643	¹⁷	$	10,236,640		152,550	¹⁸	$	10,033,214
		150,000	²					41.1850		12/13/2015												150,000	²					41.1850		12/13/2015
		172,414	³		172,414	³		47.8400		02/14/2017												258,621	³		86,207	³		47.8400		02/14/2017
		91,464	⁴		274,389	⁴		58.1450		02/20/2018												182,927	⁴		182,926	⁴		58.1450		02/20/2018
		158,228	⁵		474,683	⁵		50.5300		07/16/2018												316,456	⁵		316,455	⁵		50.5300		07/16/2018
					289,352	⁶		58.1095		07/16/2018															289,352	⁶		58.1095		07/16/2018
					1,167,000	⁷		43.2000		02/18/2019												291,750	⁷		875,250	⁷		43.2000		02/18/2019
Alexander B. Cummings, Jr.		9,880	⁸					53.4063		10/20/2014		83,607	¹⁹		4,765,599		13,677	²⁰		779,589
		10,000	⁹					54.3438		02/15/2015															605,700	⁸		55.5350		02/17/2020

Ahmet C. Bozer																						12,880	⁹					53.4063		10/20/2014		43,410	¹⁹		2,855,076		49,200	²⁰		3,235,884
																						2,780	¹⁰					60.2813		12/14/2014
																						37,830	¹¹					57.8438		10/17/2015
																						12,910	¹²					41.2700		12/15/2014
																						25,820	²					41.1850		12/13/2015
																						66,207	³		33,103	³		47.8400		02/14/2017
																						112,683	⁴		112,682	⁴		58.1450		02/20/2018
																						84,034	⁷		252,100	⁷		43.2000		02/18/2019
																									195,200	⁸		55.5350		02/17/2020

J. Alexander M. Douglas, Jr.																						15,000	⁹					53.4063		10/20/2014		74,248	²¹		4,883,291		39,300	²²		2,584,761
		38,860	¹⁰					57.8438		10/17/2015												35,000	¹³					54.3438		02/15/2015
		125,000	¹¹					48.2100		05/29/2016												59,380	¹¹					57.8438		10/17/2015
		85,313	¹²					44.6550		12/17/2017												90,000	¹⁴					48.2100		05/29/2016
		112,000	¹³					49.8000		12/17/2013												24,000	¹⁵					44.6550		12/17/2017
		125,000	¹⁴					41.2700		12/15/2014												46,000	¹⁶					49.8000		12/17/2013
		125,000	²					41.1850		12/13/2015												129,725	³		43,241	³		47.8400		02/14/2017
		119,483	³		119,483	³		47.8400		02/14/2017												80,488	⁴		80,487	⁴		58.1450		02/20/2018
		44,269	⁴		132,804	⁴		58.1450		02/20/2018												77,031	⁷		231,092	⁷		43.2000		02/18/2019
					231,481	¹⁵		58.1095		07/16/2018															170,800	⁸		55.5350		02/17/2020
					364,145	⁷		43.2000		02/18/2019
Gary P. Fayard		31,250	⁸					53.4063		10/20/2014		107,217	²¹		6,111,369		67,427	²²		3,843,339		31,250	⁹					53.4063		10/20/2014		134,683	²³		8,858,101		55,200	²⁴		3,630,504
		50,000	⁹					54.3438		02/15/2015												50,000	¹³					54.3438		02/15/2015
		83,000	¹⁰					57.8438		10/17/2015												83,000	¹¹					57.8438		10/17/2015
		300,000	¹¹					48.2100		05/29/2016												300,000	¹⁴					48.2100		05/29/2016
		175,000	¹²					44.6550		12/17/2017												175,000	¹⁵					44.6550		12/17/2017
		112,000	¹³					49.8000		12/17/2013												112,000	¹⁶					49.8000		12/17/2013
		125,000	¹⁴					41.2700		12/15/2014												125,000	¹²					41.2700		12/15/2014
		180,000	²					41.1850		12/13/2015												180,000	²					41.1850		12/13/2015
		127,586	³		127,586	³		47.8400		02/14/2017												191,379	³		63,793	³		47.8400		02/14/2017
		56,403	⁴		169,206	⁴		58.1450		02/20/2018												112,805	⁴		112,804	⁴		58.1450		02/20/2018
					364,145	⁷		43.2000		02/18/2019												91,037	⁷		273,108	⁷		43.2000		02/18/2019
Irial Finan		97,000	¹⁶					44.1350		08/01/2014		82,125	²³		4,681,125		63,677	²⁴		3,629,589
		125,000	¹⁴					41.2700		12/15/2014
		140,000	²					41.1850		12/13/2015
		113,793	³		113,793	³		47.8400		02/14/2017
		44,269	⁴		132,804	⁴		58.1450		02/20/2018															247,800	⁸		55.5350		02/17/2020
					336,134	⁷		43.2000		02/18/2019
José Octavio Reyes		33,750	⁸					53.4063		10/20/2014		88,050	²⁵		5,018,850		15,543	²⁶		885,951		33,750	⁹					53.4063		10/20/2014		68,966	²⁵		4,535,894		55,050	²⁶		3,620,639
		35,000	⁹					54.3438		02/15/2015												35,000	¹³					54.3438		02/15/2015
		50,000	¹⁰					57.8438		10/17/2015												50,000	¹¹					57.8438		10/17/2015
		90,000	¹¹					48.2100		05/29/2016												90,000	¹⁴					48.2100		05/29/2016
		57,813	¹²					44.6550		12/17/2017												57,813	¹⁵					44.6550		12/17/2017
		112,000	¹³					49.8000		12/17/2013												112,000	¹⁶					49.8000		12/17/2013
		160,000	¹⁴					41.2700		12/15/2014												160,000	¹²					41.2700		12/15/2014
		160,000	²					41.1850		12/13/2015												160,000	²					41.1850		12/13/2015
		136,552	³		136,551	³		47.8400		02/14/2017												204,828	³		68,275	³		47.8400		02/14/2017
		50,305	⁴		150,914	⁴		58.1450		02/20/2018												100,610	⁴		100,609	⁴		58.1450		02/20/2018
					420,168	⁷		43.2000		02/18/2019												105,042	⁷		315,126	⁷		43.2000		02/18/2019
																									257,600	⁸		55.5350		02/17/2020

* Column (g) reflects time-based restricted stock and restricted stock or restricted stock units issued upon satisfaction of the performance criteria under the 2006–2008 and 2007–2009 PSU


*		Column (g) reflects time-based restricted stock and restricted stock or restricted stock units issued upon satisfaction of the performance criteria under the 2007–2009 and 2008–2010 PSU programs. Column (i) reflects

7482

~~programs. Column (i) reflects performance-based restricted stock and PSUs. The PSUs in Column (i) reflect the threshold award level for the 2008–2010 PSU program.~~

¹ ~~These options were granted on May 2, 2005. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

² ~~These options were granted on December 14, 2005. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

³ ~~These options were granted on February 15, 2007. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.~~

⁴ ~~These options were granted on February 21, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.~~

⁵ ~~These options were granted on July 17, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.~~

⁶ ~~These options were granted on July 17, 2008. The options vest 100% on the fourth anniversary of the grant date.~~

⁷ ~~These options were granted on February 19, 2009. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.~~

⁸ ~~These options were granted on October 21, 1999. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

⁹ ~~These options were granted on February 16, 2000. The options vested 100% on the third anniversary of the grant date.~~

¹⁰ ~~These options were granted on October 18, 2000. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

¹¹ ~~These options were granted on May 30, 2001. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

¹² ~~These options were granted on December 18, 2002. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

¹³ ~~These options were granted on December 18, 2003. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

¹⁴ ~~These options were granted on December 16, 2004. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

¹⁵ ~~These options were granted on July 17, 2008. The options vest 100% on the third anniversary of the grant date.~~

¹⁶ ~~These options were granted on August 2, 2004. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.~~

¹⁷ Reflects 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program and 44,887 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program.

¹⁸ ~~Reflects 50,000 shares of performance-based restricted stock that would vest in February 2011 if the performance criterion is satisfied; and 28,259 PSUs for the 2008–2010 PSU program.~~


		performance-based restricted stock and PSUs. The PSUs in Column (i) reflect the maximum award level for the2010–2012 PSU program because through December 31, 2010, payout was projected above the target level. Market value in columns (h) and (j) was determined by multiplying the number of shares of stock or units, as applicable, by $65.77, the closing price of the Common Stock on December 31, 2010.

¹		These options were granted on May 2, 2005. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

²		These options were granted on December 14, 2005. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

³		These options were granted on February 15, 2007. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

⁴		These options were granted on February 21, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

⁵		These options were granted on July 17, 2008. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

⁶		These options were granted on July 17, 2008. The options vest 100% on the fourth anniversary of the grant date.

⁷		These options were granted on February 19, 2009. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

⁸		These options were granted on February 18, 2010. The options vest 25% on the first, second, third and fourth anniversaries of the grant date.

⁹		These options were granted on October 21, 1999. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

¹⁰		These options were granted on December 15, 1999. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

¹¹		These options were granted on October 18, 2000. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

¹²		These options were granted on December 16, 2004. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

¹³		These options were granted on February 16, 2000. The options vested 100% on the third anniversary of the grant date.

¹⁴		These options were granted on May 30, 2001. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

¹⁵		These options were granted on December 18, 2002. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

¹⁶		These options were granted on December 18, 2003. The options vested 25% on the first, second, third and fourth anniversaries of the grant date.

¹⁷		Reflects 44,887 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program; 50,000 shares of performance-based restricted stock that vested in February 2011 upon satisfaction of the performance criterion; and 60,756 restricted stock units issued upon satisfaction of the performance criterion under the 2008–2010 PSU program.

¹⁸		Reflects 152,550 PSUs for the 2010–2012 PSU program at the maximum award level.

¹⁹		Reflects 14,005 restricted stock units issued upon satisfaction of the performance criterion under the 2007–2009 PSU program; and 29,405 restricted stock units issued upon satisfaction of the performance criterion under the 2008–2010 PSU program.

²⁰		Reflects 49,200 PSUs for the 2010–2012 PSU program at the maximum award level.

²¹		Reflects 22,515 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program; 26,733 restricted stock units issued upon satisfaction of the performance criterion under the 2008–2010 PSU program; and 25,000 shares of time-based restricted stock that would vest in April 2014.

7583

¹⁹ Reflects 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program and 31,107 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program.

²⁰ ~~Reflects 13,677 PSUs for the 2008–2010 PSU program.~~

²¹ Reflects 14,000 shares of restricted stock which vest on Mr. Fayard’s retirement but no earlier than age 62; 60,000 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program; and 33,217 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program.

²² ~~Reflects 50,000 shares of performance-based restricted stock that would vest in February 2011 if the performance criterion is satisfied; and 17,427 PSUs for the 2008–2010 PSU program.~~

²³ Reflects 52,500 shares of restricted stock issued upon satisfaction of the performance criterion under the 2006–2008 PSU program and 29,625 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program.

²⁴ ~~Reflects 50,000 shares of performance-based restricted stock that would vest in February 2012 if the performance criterion is satisfied; and 13,677 PSUs for the 2008–2010 PSU program.~~

²⁵ Reflects 52,500 restricted stock units issued upon satisfaction of the performance criterion under the 2006–2008 PSU program and 35,550 restricted stock units issued upon satisfaction of the performance criterion under the 2007–2009 PSU program.

²⁶ ~~Reflects 15,543 PSUs for the 2008–2010 PSU program.~~

²⁷ ~~Market value was determined by multiplying the number of shares of stock or units, as applicable, by $57.00, the closing price of the Common Stock on December 31, 2009.~~


²²		Reflects 39,300 PSUs for the 2010–2012 PSU program at the maximum award level.

²³		Reflects 14,000 shares of restricted stock that would vest on Mr. Fayard’s retirement but no earlier than age 62; 33,217 shares of restricted stock issued upon satisfaction of the performance criterion under the 2007–2009 PSU program; 50,000 shares of performance-based restricted stock that vested in February 2011 upon satisfaction of the performance criterion; and 37,466 restricted stock units issued upon satisfaction of the performance criterion under the 2008–2010 PSU program.

²⁴		Reflects 55,200 PSUs for the 2010–2012 PSU program at the maximum award level.

²⁵		Reflects 35,550 restricted stock units issued upon satisfaction of the performance criterion under the 2007–2009 PSU program; and 33,416 restricted stock units issued upon satisfaction of the performance criterion under the 2008–2010 PSU program.

²⁶		Reflects 55,050 PSUs for the 2010–2012 PSU program at the maximum award level.

~~2009~~2010 Option Exercises and Stock Vested


	Option Awards				Stock Awards				Option Awards				Stock Awards
	Number of Shares				Number of Shares				Number of Shares				Number of Shares
	Acquired on		Value Realized		Acquired on		Value Realized		Acquired on		Value Realized		Acquired on		Value Realized
	Exercise		on Exercise		Vesting		on Vesting		Exercise		on Exercise		Vesting		on Vesting
Name	(#)		($)		(#)		($)		(#)		($)		(#)		($)
(a)	(b)		(c)		(d)		(e)		(b)		(c)		(d)		(e)
Muhtar Kent		0	$	0		0	$	0		0	$	0		52,500	$	3,442,950
Alexander B. Cummings, Jr.		0		0		57,935		3,405,999
Ahmet C. Bozer										64,292		697,873		13,500		885,330
J. Alexander M. Douglas, Jr.										101,000		2,012,591		22,500		1,475,550
Gary P. Fayard		0		0		63,369		3,725,464		0		0		60,000		3,934,800
Irial Finan		0		0		60,000		3,527,400
José Octavio Reyes		0		0		52,500		3,086,475		0		0		52,500		3,442,950

~~None~~Option Awards

The stock options exercised by Messrs. Bozer and Douglas were all pursuant to trading plans established under Rule 10b5-1 of the ~~Named Executive Officers exercised any~~1934 Act. The following table provides details of the stock options ~~during 2009.~~ exercised:


							Value Realized on
Name	Grant Date		Options Exercised		Exercise Date		Exercise

Mr. Bozer		2/15/2007		6,207		10/5/2010	$	72,374
		2/15/2007		26,897		10/5/2010		313,619
		12/18/2003		6,188		10/6/2010		61,880
		12/18/2003		25,000		10/6/2010		250,000
Mr. Douglas		12/14/2005		20,000		10/18/2010		376,300
		12/16/2004		17,000		10/18/2010		318,410
		12/14/2005		1,500		10/19/2010		28,223
		12/14/2005		15,000		11/4/2010		312,225
		12/14/2005		23,500		11/4/2010		489,153
		12/18/2002		24,000		12/16/2010		488,280

Stock Awards

The amounts in ~~Column~~column (e) ~~for Messrs. Cummings, Fayard, Finan and Reyes~~ represent shares underlying the PSUs for the ~~2005–2007~~2006–2008 performance period. Net shares, after withholding for taxes, were released ~~to Messrs. Cummings, Fayard, Finan and Reyes~~ on December ~~16, 2009. Messrs. Cummings, Fayard, Finan and Reyes have not sold these shares.~~31, 2010. The amount reflected is based upon ~~$58.79~~$65.58 per share, the average of the high and low prices of the Common Stock on the date the shares were released.

7684

~~2009~~2010 Pension Benefits


		Number of			Present Value		Payments			Number of				Present Value		Payments
		Years Credited			of Accumulated		During Last			Years Credited				of Accumulated		During Last
		Service			Benefit		Fiscal Year			Service				Benefit		Fiscal Year
Name	Plan Name	(#)			($)		($)		Plan Name	(#)				($)		($)
(a)	(b)	(c)			(d)		(e)		(b)	(c)				(d)		(e)

Muhtar Kent	Pension Plan		21.9167		$	604,229	$	0	Pension Plan		22	.9		$	723,705	$	0
	Supplemental Pension Plan		—	¹		8,409,218		0	Supplemental Pension Plan		—		¹		13,826,810		0
Alexander B. Cummings, Jr.	Pension Plan		12.5000			271,714		0
Ahmet C. Bozer									Pension Plan		20	.8			428,803		0
									Supplemental Pension Plan		—		¹		1,956,140		0
J. Alexander M. Douglas, Jr.									Pension Plan		23	.0			451,119		0
	Supplemental Pension Plan		—	¹		1,786,484		0	Supplemental Pension Plan		—		¹		2,677,026		0
Gary P. Fayard	Pension Plan		15.7500			450,849		0	Pension Plan		16	.8			548,012		0
	Supplemental Pension Plan		—	¹		4,126,844		0	Supplemental Pension Plan		—		¹		5,265,696		0
Irial Finan	Overseas Plan²		5.4167			1,312,108		0
José Octavio Reyes	Mexico Plan		23.1000			4,005,374		0	Mexico Plan		24	.1			5,336,436		0
	Overseas Plan²		12.5000	³		1,660,906		0	Overseas Plan		12	.5	²		1,853,331		0

¹ ~~For each person, the same years of service apply to both the Pension Plan and the Supplemental Pension Plan, which work in tandem.~~

² ~~The Overseas Plan benefit may be subject to offset by amounts payable from other Company-sponsored retirement plans, statutory payments and social security that are not currently determinable.~~

³ Mr. Reyes has 29.3 years of total service with the Company and its affiliates. There are 6.3 years of credited service that overlap between the Mexico Plan and the Overseas Plan. Mr. Reyes’ Overseas Plan benefit is offset by the value of the Mexico Plan benefit earned during this period of overlapping service.


¹		For each person, the same years of service apply to both the Pension Plan and the Supplemental Pension Plan, which work in tandem.

²		Mr. Reyes has 30.3 years of total service with the Company and its affiliates. There are 6.3 years of credited service that overlap between the Mexico Plan and the Overseas Plan. Mr. Reyes’ Overseas Plan benefit is offset by the value of the Mexico Plan benefit earned during this period of overlapping service. Mr. Reyes’ benefit under the Overseas Plan will increase only as a result of changes in compensation.

The Company provides retirement benefits from various plans to its employees, including the Named Executive Officers. Due to the Company’s global operations, it maintains different plans to address different market conditions, various legal and tax requirements and different groups of employees.

The Company’s retirement plans operate in the same manner for all participants and there is no special formula for the Chairman and Chief Executive Officer or any other Named Executive Officer. The formulas used to calculate benefits under the Pension Plan, the Supplemental Pension Plan, the Overseas Plan and the Mexico Plan, the material terms of which are described beginning on page 95, are the same for each participant in each plan. ~~The material terms of the Pension Plan, the Supplemental Pension Plan, the Overseas Plan and the Mexico Plan are described beginning on page 87.~~

The table above reflects the present value of benefits accrued by each of the Named Executive Officers from the various plans in which they participate. As a result of the Tax Code limitations on the amount of compensation that may be considered under the Pension Plan, a portion of the benefit that would be payable under the Pension Plan without those limitations is paid from the Supplemental Pension Plan.

Compensation used for determining pension benefits under the Pension Plan, the Supplemental Pension Plan and the Overseas Plan generally includes only salary and short-term cash incentives. The amounts reflected for each plan represent the present value of the maximum benefit payable under the

applicable plan. In some cases the payments may be reduced by benefits paid by other Company-sponsored retirement plans, statutory payments or social security.

~~2009~~2010 Nonqualified Deferred Compensation

Executive

Registrant

Aggregate

Executive

Registrant

Aggregate

Contributions in

Contributions

Earnings

Withdrawals/

Balance at Last

Contributions in

Contributions

Earnings

Withdrawals/

Balance at Last

Last FY

in Last FY

Distributions

FYE

Last FY

in Last FY

Distributions

FYE

Name

($)

(a)

(b)

(c)

(d)

(e)

(f)

(b)

(c)

(d)

(e)

(f)

Muhtar Kent

N/A

Alexander B. Cummings, Jr.

N/A

Ahmet C. Bozer

N/A

J. Alexander M. Douglas, Jr.

177,308

1,212,024

Gary P. Fayard

$73,074

$1,657,390

226,482

1,883,872

Irial Finan

N/A

José Octavio Reyes

N/A

~~Mr.~~The Deferred Compensation Plan allows eligible U.S. based Company employees to elect to save on a tax-deferred basis a portion of their salaryand/or annual incentive. The material provisions of this plan are described on page 99. Messrs. Fayard isand Douglas are the only Named Executive ~~Officer~~Officers who ~~has~~have participated in the Deferred Compensation Plan. Messrs. ~~Kent~~Bozer and ~~Cummings are eligible, but have not elected to participate. Mr. Finan, who is an International Service Associate, and Mr.~~ Reyes, who isare based ~~in Mexico,~~outside of the U.S., are not eligible to ~~participate.~~participate in the Deferred Compensation Plan.

The amounts above reflect each Named Executive Officer’s individual contributions to the Deferred Compensation ~~Plan, the material provisions of which are described on page 92.~~Plan. The Companydoes notmatch any employee deferral or guarantee a return on deferred amounts.

No amounts reported in Column (d) are reported in the 2009 Summary Compensation Table because the plan does not provide for above-market returns. The amount reflected in Column (f) for Mr. Fayard, with the exception of the aggregate earnings reflected in Column (d), has been reported in prior Company annual proxy statements.

~~The Deferred Compensation Plan allows eligible U.S. based employees to elect, before earned, to save on a tax-deferred basis a portion of their salaryand/or~~ annual incentive. Up to 80% of base salary and, for 2009, 95% of annual incentive could have been deferred. We chose these percentages to provide maximum deferral flexibility, while requiring a portion of salary to be available to meet tax and certain other payroll-based items. The employee then becomes an unsecured creditor of the Company when these amounts, fully earned, would otherwise have been paid. Amounts deferred by the employee are shown in the Summary Compensation Table when earned. The employee elects when he or she will be paid out, which can be during or after employment, subject to the provisions of Section 409A of the Tax Code. The employee earns a deferred return based on deemed investments in mutual funds selected by the employee from a list provided by the Company. The categories of investment options are similar to those in the Thrift & Investment Plan, although the number of fund choices is smaller in the Deferred Compensation Plan. Participants may change deemed investment elections daily. The investment risk is borne entirely by the employee. The cash deferred is retained by the Company. The program is designed to be as broad as permitted under tax and labor regulations.

Gains and losses are credited based on the participant’s deemed investment choices. Participants’ accounts may or may not appreciate and may depreciate depending on the performance of their deemed investment choices. None of the deemed investment choices provide interest at above-market rates (as that term is defined by the SEC). All deferrals are paid out in cash upon distribution and subject to income tax at that time.

~~All contributions by the Named Executive Officers are voluntary elections to defer receipt of compensation that they were entitled to be paid in the current year.~~ None of the Named Executive

Officers has ever received a Company contribution to his account in the Deferred Compensation Plan. Accordingly, the earnings reflected in ~~Column~~column (d) of the table above represent deemed investment earnings or losses solely from voluntary deferrals. No amounts reported in column (d) are reported in the 2010 Summary Compensation Table because the plan does not provide for above-market returns. The amount reflected in column (f) for Mr. Fayard, with the exception of the aggregate earnings reflected in column (d), has been reported in prior Company proxy statements. Amounts deferred by the employee are shown in the Summary Compensation Table when earned.

~~The Company has the benefit of full unrestricted use of all amounts deferred under the Deferred Compensation Plan until such amounts are required to be distributed to the plan participants.~~

Payments on Termination or Change in Control

General

Most of the Company’s plans and programs contain specific provisions detailing how payments are treated upon termination or change in control. Generally, other than the Company’s broad-based Severance Plan, the Company does not have any separation or severance agreements with U.S. based senior executives, including the Named Executive Officers. The Company’s Severance Plan applies to all U.S. based non-union, non-manufacturing employees and International Service Associates and pays benefits in the event that an employee is involuntarily terminated without cause or in connection with a position elimination. The amount of severance varies based on the employee’s grade level and length of service and the reason for termination. The maximum amount of severance, which applies to all U.S. based Named Executive Officers, is two years of base pay. Separate severance plans apply to employees of CCR.

Mr. Reyes’ separation arrangements are determined by Mexican law. In the event that an employee is involuntarily terminated without cause or in connection with a position elimination, Mexican law requires payment of the following to the employee: (i) 3three months of base salary,

Christmas bonus, vacation premiums and bonus; (ii) 20 days of base salary, Christmas bonus, vacation premiums and bonus for each year of employment; (iii) a seniority premium equal to 12 ~~days’~~days of salary per year of employment (capped at 2two times the minimum wage); (iv) a proportional share of vacation, annual bonus, and profit sharing for the year in which the employment was terminated; and (v) base salary accrued from the date of termination to the date of payment.

The change in control provisions in the various Company plans are designed so that employees are neither harmed nor given a windfall in the event of a change in control. The provisions are intended to ensure that executives evaluate business opportunities in the best interests of shareowners. The change in control provisions under these plans generally provide for accelerated vesting, and do not provide for extra payments. The Company does not have individual change in control agreements and no taxgross-up is provided for any taxes incurred as a result of a change in control payment.

The Board can determine prior to the potential change in control that no change in control will be deemed to have occurred. Generally, the Company’s plans provide that a change in control is deemed to have occurred upon:


	(i)	any person acquiring beneficial ownership, directly or indirectly, of securities representing 20% or more of the combined voting power for election of Directors of the Company;

	(ii)	during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the Directors then still in office who were directors at the beginning of the period;


	(iii)	the shareowners approve any merger or consolidation resulting in the Common Stock being changed, converted or exchanged (other than a merger with a ~~wholly owned~~wholly-owned subsidiary of the Company), any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company and such merger, consolidation, liquidation or sale is completed; or


	(iv)	the shareowners approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners of the Company immediately prior to the effective date of the merger or consolidation beneficially own less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation, and such merger or consolidation is completed.

The results of specific termination and change in control events under the plans are described below. These provisions apply to all participants in each plan.

Annual Incentive Plan

Change in Control

Upon a change in control, employees generally receive the target amount of the incentive after the end of the performance year. This amount is prorated if the employee leaves during the year.

Termination Provisions

Deferred Compensation Plan

Termination Provisions

The treatment of equity upon termination of employment depends on the reason for the termination and the employee’s age and length of service at termination. The chart below details the termination provisions of the various equity plans.

Summary of Separation Provisions in Equity Plans


	Separation Prior to	Separation After
	Meeting Age/Service	Meeting Age/Service
Plan	~~Requirements~~Requirement¹	~~Requirements~~Requirement¹

Stock Option Plans	Employees have six months to exercise vested options. Unvested options are forfeited.	All options held at least 12 months vest. Employees ~~retain~~have the full remaining term to exercise the options.

Restricted Stock Plans	Shares are forfeited unless held until the time specified in the grant and performance criteria, if any, are met.	Shares are forfeited unless held until the time specified in the grant and performance criteria, if any, are met. Some grants vest upon meeting age and service requirements.
~~2006–2008 PSUs~~ ~~and~~ 2007–2009 PSUs	All PSUs are forfeited.	For grants held at least 12 months, the target number of PSUs are converted to shares prior to ~~meeting age and service requirements.~~separation. The shares remain restricted. If the performance criterion is met, the shares are released.

2008–2010 PSUs 2010-2012 PSUs	All PSUs are forfeited.	For grants held at least 12 months, the employee receives the same number of earned shares as active employees when the results are certified.


¹		For options granted prior to 2009, the age and service ~~requirements for acceleration of vesting under the stock option plans~~requirement is generally age 55 with at least ten years of service, or age 60 with at least one year of service. For options granted in 2009 and after, the age and service ~~requirements for acceleration of vesting under the stock option plans~~requirement is generally is age 60 with at least ten years of service. For PSUs granted prior to 2008, the age and service requirement is age 55 with at least five years of service. For the PSUs granted in 2008, the age and service requirement is age 55 with at least ten years of service. For PSUs granted in 2010 and after, the age and service requirement is generally age 60 with at least ten years of service.

Death

If an employee dies, all options from all option plans vest. For options granted prior to 2007, the employee’s estate has 12 months from the date of death to exercise the options. For options granted in 2007 and after, the employee’s estate has five years from the date of death to exercise the options. Restricted stock vests and is released to the employee’s estate. For PSUs, the performance period is shortened and the performance is calculated. The employee’s estate receives a cash payment based on the performance results for the shortened period. For PSUs granted prior to 2008, this payment is

prorated for time worked in the performance period. For PSUs granted in 2008 and after, this payment is not prorated.

Disability

If an employee becomes disabled, all options from all option plans vest. The employee ~~retains~~has the full original term to exercise the options. Restricted stock ~~granted from both restricted stock plans~~ vests and is released to the employee. For all PSUs, the employee receives shares or a cash payment equal to the value of the number of shares that the employee would have earned based on actual performance after the end of the performance period. For PSUs granted prior to 2008, this amount is prorated for time worked in the performance period. For PSUs granted in 2008 and after, this amount is not prorated.

Retirement and Thrift Plans

Change in Control

The Pension Plan, the Supplemental Pension Plan and the Overseas Plan, the material provisions of which are described beginning on page ~~87,~~95, contain special ~~provisions for~~ change in ~~control.~~control provisions. To receive these benefits, the employee must actually leave the Company within two years of a change in control. There are no additional credited years of service. Upon a change in control, the earliest retirement age is reduced from age 55 with ten years of service to age 50 with ten years of service. This means that employees between the ages of 50 and 55 terminating ~~prior to earliest retirement age~~with at least ten years of service will receive an early retirement ~~subsidy~~benefit calculated as if they had reached earliest retirement age. If the employee has not attained age 50 with ten years of service, but has completed at least three years of service, he or she may elect to receive a benefit beginning as of the earlier of six months following the employment termination date or the month after turning age 55. In this case, the standard early retirement reduction is applied from the earliest unreduced retirement age to age 55, and the benefit is further reduced on an actuarial basis to the benefit commencement date elected by the participant. In addition, the Overseas Plan contains a provision reducing the normal retirement date to age 60, which also increases the value of the benefit.

The Thrift Plan and the Supplemental Thrift Plan, the material provisions of which are described beginning on page ~~88,~~96, do not have special provisions for change in control.

Under the International Thrift Plan, ~~participants~~participants’ benefits vest upon a change in control.

Termination Provisions

No payments may be made under the Pension Plan, the Supplemental Pension Plan ~~and~~or the Overseas Plan until an employee has separated from service and met eligibility requirements. No ~~payment~~payments may be made under the Thrift Plan, the Supplemental Thrift Plan or the International Thrift Plan until separation from service, except distributions may be taken from the Thrift Plan after age 591/2, whether or not the employee has terminated.

The benefit under the Supplemental Pension Plan vests according to the same schedule as the Pension Plan. For participants who ~~separated~~separate from ~~service between January 1, 2009 and December 31, 2009, the benefit vested after five years of service. For participants who separate from~~

service beginning January 1, 2010, vesting occurs after three years of service. However, if a participant separates prior to age 55 with 10 years of service, the maximum compensation that is considered in calculating the benefit under the Supplemental Pension Plan is four times the compensation limit set by the Tax Code ($245,000 for ~~2009)~~2010). If a participant separates after age 55 with 10ten years of service, all eligible compensation is taken into account.

Quantification of ~~Termination/~~Payments Upon Termination or Change in Control ~~Payments~~

Voluntary Separation

Involuntary Termination

Messrs. Kent, Fayard and Reyes have satisfied the age and service ~~requirements~~requirement for acceleration of vesting of certain equity awards under the Company’s equity ~~plans in effect on December 31, 2009.~~plans. These provisions apply in the event of a separation, including an involuntary separation. These Named Executive Officers have not

satisfied the age and service requirement for acceleration of vesting of stock options granted in and after 2009 and for PSUs granted in and after 2010. In addition, Mr. Kent’s special stock option awards granted in 2008 do not accelerate upon involuntary separation. For these Named Executive Officers, the amounts below reflect (i) all of the amounts described above under “Voluntary Separation” and (ii) for Messrs. Kent and Fayard, severance due under the Severance Plan and for Mr. Reyes, ~~the~~ severance ~~amount required~~due under Mexican law. For Messrs. ~~Cummings~~Bozer and ~~Finan,~~Douglas, the amounts below reflect severance due under the Severance Plan.

Involuntary Termination


Involuntary Termination
													Acceleration of		Restricted
											Severance		Vesting of Stock		Stock		Pension
Name		Severance Payments¹		Acceleration of Vesting of Stock Options²		Restricted Stock and PSUs²		Pension Enhancement		Total	Payments¹		Options²		and PSUs²		Enhancement		Total

Mr. Kent	$	2,400,000	$	1,579,312	$	5,551,059	$	0	$	9,530,371	$	2,400,000	$	2,940,502	$	6,948,140	$	0	$	12,288,642

Mr. Cummings		1,400,000		0		0		0		1,400,000

Mr. Bozer												1,170,000		0		0		0		1,170,000
Mr. Douglas												1,260,000		0		0		0		1,260,000
Mr. Fayard		1,483,200		1,168,688		5,313,369		0		7,965,257		1,536,000		2,003,939		4,648,821		0		8,188,760

Mr. Finan		1,575,000		0		0		0		1,575,000

Mr. Reyes		2,536,319		1,250,807		5,018,850		0		8,805,976		3,523,555		1,991,314		4,535,894		0		10,050,763


¹		In the event of involuntary termination for cause, no severance would be payable ~~for U.S. based~~to the Named Executive Officers, ~~and the amount payable to~~except Mr. Reyes, who would ~~be approximately $40,621~~receive $42,052 pursuant to Mexican law.

²		Since 2004, equity awards have contained provisions that allow the Company to cancel awards or recover amounts under certain circumstances. If ~~an employee~~a Named Executive Officer was terminated for cause and the Company enforced this provision, these amounts would be zero for ~~all~~the Named Executive ~~Officers.~~Officer.

Disability

The amounts below reflect (i) the intrinsic value of the acceleration of stock options, (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the 2006–2008 and 2007–2009 PSU programs, which would be released early upon disability, (iii) for Messrs. Kent and Fayard, the value of performance-based restricted shares that would be released early upon disability; (iv) for Mr. Fayard, the value of time-based restricted shares that would be released early upon disability; and (v) for Mr. Reyes, a severance amount required under Mexican law. No amounts are included for the 2008–2010 PSU program because the PSUs remain subject to performance criteria even after disability.

Disability
Name

Severance
Payments
Acceleration of
Vesting of Stock
Options Restricted
Stock
and PSUs Pension
Enhancement Total

Mr. Kent $ 0 $ 20,755,111 $ 8,401,059 $ 0 $ 29,156,170

Mr. Cummings 0 6,119,665 4,765,599 0 10,885,264

Mr. Fayard 0 6,193,889 8,961,369 0 15,155,258

Mr. Finan 0 5,680,993 7,531,125 0 13,212,118

Mr. Reyes 138,296 7,049,126 5,018,850 0 12,206,272

~~Death~~

Disability


			Acceleration of		Restricted
	Severance		Vesting of Stock		Stock		Pension
Name	Payments		Options		and PSUs		Enhancement		Total
Mr. Kent	$	0	$	35,933,589	$	10,236,640	$	0	$	46,170,229
Mr. Bozer		0		9,140,506		2,855,076		0		11,995,582
Mr. Douglas		0		8,352,909		4,883,291		0		13,236,200
Mr. Fayard		0		10,704,220		8,858,101		0		19,562,321
Mr. Reyes		227,146		11,740,244		4,535,894		0		16,503,284

Death

The amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criterion under the 2007–2009 PSU ~~programs,~~program, which would be released early upon death; (iii) the value of a number of shares earned, ~~under~~if any, for the 2008–2010 PSU program, based on performance through 2009, which would be paid ~~to the Named Executive Officer’s estate~~early upon death; (iv) the value of the target number of shares granted under the 2010–2012 PSU program, which would be released early upon death; (v) for Messrs. Kent ~~Fayard~~ and ~~Finan,~~Fayard, the value of performance-based restricted shares that would be released early upon death; ~~(v)~~(vi) for ~~Mr.~~Messrs. Douglas and Fayard, the value of time-based restricted shares that would be released early upon death; and ~~(vi)~~(vii) for Mr. Reyes, amounts required to be paid under Mexican law.

Death
Name

Severance
Payments
Acceleration of
Vesting of Stock
Options Restricted
Stock
and PSUs Pension
Enhancement Total

Mr. Kent $ 0 $ 20,755,111 $ 8,401,059 $ 0 $ 29,156,170

Mr. Cummings 0 6,119,665 4,765,599 0 10,885,264

Mr. Fayard 0 6,193,889 8,961,369 0 15,155,258

Mr. Finan 0 5,680,993 7,531,125 0 13,212,118

Mr. Reyes 40,621 7,049,126 5,018,850 0 12,108,597

Death


			Acceleration of		Restricted
	Severance		Vesting of Stock		Stock		Pension
Name	Payments		Options		and PSUs		Enhancement		Total
Mr. Kent	$	0	$	35,933,589	$	12,929,527	$	0	$	48,863,116
Mr. Bozer		0		9,140,506		3,078,365		0		12,218,871
Mr. Douglas		0		8,352,909		4,848,236		0		13,201,145
Mr. Fayard		0		10,704,220		8,814,298		0		19,518,518
Mr. Reyes		42,052		11,740,244		4,751,883		0		16,534,179

Change in Control

The amounts below reflect (i) the intrinsic value of the acceleration of stock options; (ii) the value of the shares or share units issued upon satisfaction of the performance criteria under the ~~2006–2008~~2007–2009 and ~~2007–2009~~2008–2010 PSU programs, which would be released early upon a change in control; (iii) the value of the target number of shares granted under the 2010–2012 PSU program, which would be released early upon a change in control; (iv) for Messrs. Kent ~~Fayard~~ and ~~Finan,~~Fayard, the value of performance-based restricted shares that would be released early upon change in control; (iv) for ~~Mr.~~Messrs. Douglas and Fayard, the value of time-based restricted shares that would be released early upon a change in control; (v) for Mr. ~~Cummings,~~Bozer, the value of the more favorable early retirement subsidy provided for employees between ages 50 and 55 with at least ten years of service in the event of a change in control and subsequent termination; ~~and~~ (vi) for ~~Messrs. Finan~~Mr. Douglas, the value of the more favorable early retirement subsidy provided for employees under age 50 with at least three years of service in the event of a change in control and subsequent termination; and (vii) for Mr. Reyes, the value of the more favorable early retirement subsidy provided under the Overseas Plan for certain participants under age 60 with at least five years of service in the event of a change in control and subsequent termination. For PSUs granted in 2008 and 2010, the target number of

shares iswould be granted just prior to a change in control. The Company has no separate change in control agreements with any Named Executive Officer and no taxgross-up is provided for any taxes incurred as a result of change in control payments. Effective February 16, 2011, equity compensation plans under which additional awards may be granted were amended to provide that future awards are subject to accelerated vesting following a change in control only if an employee is terminated within two years following the change in control, unless the successor company does not assume the awards,

in which case, accelerated vesting occurs upon a change in control. Unvested awards granted prior to these amendments vest upon a change in control.

Change in Control
Name
Severance
Payments
Acceleration of
Vesting of Stock
Options Restricted
Stock
and PSUs Pension
Enhancement Total

Mr. Kent $ 0 $ 20,755,111 $ 11,622,585 $ 0 $ 32,377,696

Mr. Cummings 0 6,119,665 6,324,777 867,584 13,312,026

Mr. Fayard 0 6,193,889 10,947,990 0 17,141,879

Mr. Finan 0 5,680,993 9,090,303 951,687 15,722,983

Mr. Reyes 0 7,049,126 6,790,695 676,389 14,516,210

Change in Control


			Acceleration of		Restricted
	Severance		Vesting of Stock		Stock		Pension
Name	Payments		Options		and PSUs		Enhancement		Total
Mr. Kent	$	0	$	35,933,589	$	16,646,716	$	0	$	52,580,305
Mr. Bozer		0		9,140,506		4,877,437		1,570,526		15,588,469
Mr. Douglas		0		8,352,909		6,483,804		1,555,621		16,392,334
Mr. Fayard		0		10,704,220		11,106,580		0		21,810,800
Mr. Reyes		0		11,740,244		6,796,343		779,487		19,316,074

Summary of Plans

The following section provides information on Company-sponsored plans noted in the Compensation Discussion and Analysis or in the ~~tables.~~executive compensation tables in which the Named Executive Officers participate. For the convenience of our shareowners, the descriptions of the plans are in one location. This summary of plans does not include plans that were assumed in connection with the CCE Transaction because no Named Executive Officers participate in those plans.

Retirement Plans

The Pension Plan. The Pension Plan is a broad-based tax-qualified defined benefit plan that applies on the same terms for substantially all U.S. non-union employees. ~~Generally,~~Under the Pension Plan, a participant becomes vested after completing three years of service or, for employees hired prior to January 1, 2010, attaining age 60, or, for employees hired on or after January 1, 2010, attaining age 65, with one year of service. Normal retirement is age 65. The Pension Plan provides for payment of a reduced benefit prior to age 55 after termination of employment. A lump sum payment option is available.

In 2010, a participant could receive no more than $195,000 annually from the Pension Plan and no compensation in excess of $245,000 per year could be taken into account for calculating benefits under the Pension Plan.

Prior to 2010, all pension benefits ~~are~~were based on a percentage of the employee’s final average compensation (the five highest consecutive calendar years of compensation out of the employee’s last eleven years) up to the limit for each year as set by the Tax Code, ~~($245,000 for 2009),~~ multiplied by the employee’s years of credited service. The term “compensation” for determining the pension benefit includes salary, overtime, commissions and cash incentive awards, butexcludesany amounts related to stock options, PSUs or restricted stock. It also excludes deferred compensation and any extraordinary payments related to hiring or termination of employment.

~~Under~~In 2010, the Pension Plan, a participant becomes vested after completing five years of service or attaining age 60 with one year of service. Effective for employees terminating in 2010 and thereafter, a participant becomes vested after completing three years of service or attaining age 65 with one year of service. Normal retirement is age 65. For employees terminating prior to 2009, reduced benefits became payable as early as age 55 with 10 years of service or age 60 with one year of service. Effective for employees terminating in 2009 and thereafter, the Pension Plan provides for payment of a reduced benefit prior to age 55 after termination of employment. In addition, beginning in 2009 a lump sum payment option is available for employees.

In 2009, a participant could receive no more than $195,000 annually from the Pension Plan and no compensation in excess of $245,000 per year could be taken into account for calculating benefits under the Pension Plan.

~~The~~ Company made changes to the Pension Plan to better meet the needs of the Company’s increasingly diverse and mobile workforce. Beginning January 1, 2010, a benefit calculated using a cash balance formula ~~replaced~~was introduced in addition to the ~~current~~ benefit calculation formula described above. Participants employed as of December 31, 2009 retained the pension benefit they

8795

~~December 31, 2009 retain the pension benefit they~~ accrued under the prior benefit calculation formula based on years of credited service completed as of December 31, 2009 and final average compensation earned through December 31, 2019 (known as the Part A benefit). Effective January 1, 2010, participants began accruing a pension benefit under the new cash balance formula (known as the Part B benefit). As a result, beginning in 2010, a participant’s benefit under the Pension Plan ~~will be~~is based on two ~~formulas –~~ formulas–Part A (prior benefit calculation formula) plus Part B (new cash balance formula).

Under the new cash balance formula, the Company makes an annual pay credit allocation to each active participant’s account on December 31, ranging from 3% to 8% of compensation, based on the participant’s ~~age as of January 1 of the same year.~~age. The term “compensation” under the new cash balance formula has substantially the same meaning as the term under the ~~current~~prior benefit ~~calculation formula.~~calculation. In addition, on December 31 of each year, the Company makes an annual interest credit allocation based on the value of the participant’s account as of January 1 of the same year.

Realizing the importance of these changes, the Company decided that certain participants employed as of December 31, 2009 would be eligible for one or more special transition benefits. ~~As discussed above,~~For those participants, the Part A benefit ~~under the current formula (Part A)~~ will be based on a participant’s final average compensation earned through December 31, ~~2019, which includes pay increases and decreases. Second,~~2019. In addition, those participants whose age plus years of service equaled at least 55 as of December 31, 2009 will receive an additional 2% of pay credited under the new cash balance formula (Part B) each year while they are working. ~~Third,~~Finally, those participants who ~~are~~were eligible for early retirement as of December 31, 2009 will receive the greater of: (i) the benefit calculated under the ~~current~~ formula in effect prior to January 1, 2010 without change; or (ii) the combination of the Part A and Part B benefits.

The Supplemental Pension Plan. The Supplemental Pension Plan makes employees whole when the Tax Code limits the benefit that otherwise would accrue under the Pension Plan. The Supplemental Pension Plan applies on the same terms for all U.S. non-union employees who exceed the limits set by the Tax Code. The Supplemental Pension Plan also operates to keep employees whole when they defer part of their salary or bonus under the Deferred Compensation Plan. Otherwise, electing to defer would reduce an employee’s retirement benefits. The benefit under the Supplemental Pension Plan vests according to the same schedule as the Pension Plan. However, if a participant separates prior to age 55 with ten years of service or attainment of age 60, the maximum compensation that is considered in calculating the benefit is four times the compensation limit set by the Tax Code. If a participant separates after age 55 with ten years of service or attainment of age 60, all eligible compensation is taken into account.

Benefits under the Supplemental Pension Plan are calculated in the same manner as if the participant’s otherwise eligible compensation or full annual benefit were able to be included under the Pension Plan. Accordingly, the changes made to the Pension Plan effective January 1, 2010 also were made in the same manner to the Supplemental Pension Plan. These changes include the addition of the new cash balance formula, the provision for special transition benefits ~~when benefits commence at retirement.~~for certain participants employed as of December 31, 2009 and the lessening of the vesting requirements to three years of service or attainment of age 65 with one year of service.

The Thrift Plan. The Thrift Plan is a broad-based tax-qualified defined contribution plan that applies on the same terms for most U.S. non-union employees. The Company contributes to each participant’s account an amount equal to 100% of the participant’s contributions but not more than ~~(i)~~ 3% of the participant’s compensation or ~~(ii)~~ the amount allowable under the limits imposed under the Tax Code, whichever is lower. For ~~2009,~~2010, compensation over $245,000 may not be taken into account

under the Thrift Plan. The Company’s matching contribution is invested originally in Common Stock but participants may move the contribution to any other available investment option. Employees hired after March 31, 2002 are vested in Company matching contributions one-third per year over three years. Employees hired on or before March 31, 2002 are immediately vested in all Company matching contributions.

Beginning January 1, 2010, an automatic enrollment feature was added to the Thrift Plan for eligible employees hired or rehired on or after January 1, 2010. For employees who do not make an affirmative election to participate in the Thrift Plan, the automatic enrollment feature presumes such employee elects to contribute on a before-tax basis at a rate of 3% of pay. Employees who are automatically enrolled have the flexibility to change their contribution rate or discontinue their contributions at any time.

The Supplemental ~~Pension Plan.~~ The Supplemental Pension Plan makes employees whole when the Tax Code limits the benefit that otherwise would accrue under the Pension Plan. The Supplemental Pension Plan applies on the same terms for all U.S. non-union employees who exceed the limits set by the Tax Code. The Supplemental Pension Plan also operates to keep employees whole when they defer part of their salary or bonus under the Deferred Compensation Plan.

Otherwise, electing to defer would reduce an employee’s retirement benefits. For participants who separate from service on or after January 1, 2009, the benefit under the Supplemental Pension Plan vests according to the same schedule as the Pension Plan. However, if a participant separates prior to age 55 with 10 years of service or attainment of age 60, the maximum compensation that is considered in calculating the benefit is four times the compensation limit set by the Tax Code, and the benefit is paid in a lump sum. If a participant separates after age 55 with 10 years of service or attainment of age 60, all eligible compensation is taken into account and the benefit is paid as a monthly annuity.

Benefits under the Supplemental Pension Plan are calculated in the same manner as if the participant’s otherwise eligible compensation or full annual benefit were able to be included under the Pension Plan. Accordingly, the changes made to the Pension Plan effective January 1, 2010 also were made in the same manner to the Supplemental Pension Plan. These changes include the replacement of the current benefit calculation formula with the new cash balance formula, the provision for special transition benefits for certain participants employed as of December 31, 2009, and the lessening of the vesting requirements to three years of service or attainment of age 65 with one year of service.

~~The Supplemental~~ Thrift Plan. The Supplemental Thrift Plan makes employees whole when the Tax Code limits the Company matching contributions that otherwise would be credited to them under the Thrift Plan. The Supplemental Thrift Plan also operates to keep employees whole when they defer part of their salary or bonus under the Deferred Compensation Plan. The Company makes up for amounts that cannot be credited under the Thrift Plan by crediting the employee with the Company matching contributions in hypothetical share units. The value of the accumulated share units, including dividend equivalents, is paid in cash after separation from service. Participants are immediately vested in their Supplemental Thrift Plan benefit. Employees are not permitted to make contributions to the Supplemental Thrift Plan.

The Overseas Plan. The Overseas Plan provides a retirement benefit to International Service Associates ~~of the Company~~ who are not U.S. citizens. The Overseas Plan applies on the same terms to the general population of International Service Associates worldwide. Payments under the Overseas Plan are reduced by benefits paid by other Company-sponsored plans, statutory payments and social security. Generally, the Overseas Plan pays benefits in a lump sum after separation from service. Under the Overseas Plan, a participant becomes vested after five years of service or attainment of age 60 while employed.

The International Thrift Plan. The International Thrift Plan provides International Service Associates who are not U.S. citizens a benefit similar to that received by U.S. citizens under the Supplemental Thrift ~~Plan to International Service Associates who are not U.S. citizens.~~Plan. The International Thrift Plan applies on the same terms to the general population of International Service Associates worldwide. The International Thrift Plan provides a credit in hypothetical Company share units equivalent to 3% of the International Service Associate’s eligible compensation. The value of the accumulated share units, including dividend equivalents, is paid in cash to the individual after separation from service. Employees are vested in their International Thrift Plan benefit after four years of service. Employees are not permitted to make contributions to the International Thrift Plan.

The Mexico Plan. The Mexico Plan consists of a traditional defined benefit plan, a pension equity plan, and a defined contribution plan. Eligible employees receive whichever plan formula (either the traditional defined benefit plan or the sum of the pension equity plan and the defined

contribution plan) results in the larger benefit. For Mr. Reyes, the traditional defined benefit plan currently results in the larger benefit.

The traditional defined benefit plan is based on a percentage of the employee’s final eligible earnings, determined over the last 36 months prior to retirement, multiplied by the employee’s years of credited service. The benefit is then reduced by an offset for the benefit provided under the

Savings Systems for Retirement. The monthly pension benefit cannot be less than the pension that is provided by the termination indemnity required by Mexican law. The monthly pension benefit cannot exceed 70% of the final salary at retirement. The term “eligible earnings” for determining the pension benefit includes salary, vacation bonus, savings fund, and ~~long-term~~ incentive program. No stock options or restricted stock are included in the pension earnings.

The pension equity plan pays a lump sum ~~amount~~ at retirement, based on the employee’s final average salary and points accumulated during employment. An employee earns points for each year of service based on age. The defined contribution plan is a savings plan in which employees can contribute up to 5% of their compensation on a pre-tax basis. The Company makes a matching contribution equal to 50% of the employee’s contribution.

Under the Mexico Plan, a participant becomes eligible for a reduced benefit as early as age 55 with at least 10ten years of service.

Incentive Plans

Annual Incentive Plan. The Company maintains the Performance Incentive Plan for employees.

Approximately ~~8,900~~9,400 employees participated in the incentive plan in ~~2009.~~2010. The Compensation Committee may designate one or more performance criteria from the list contained in the plan. ~~Possible performance measures, which have been approved by shareowners, are:~~


	•	~~net revenue~~
	•	~~net income~~
	•	~~return on assets~~
	•	~~operating income~~
	•	~~brand contribution~~
	•	~~gross profit~~
	•	~~operating expenses~~
	•	~~profit before tax~~
	•	~~economic profit~~
	•	~~return on capital~~
	•	~~unit case volume~~
	•	~~earnings before interest, taxes, depreciation and amortization~~
	•	~~earnings per share~~
	•	~~increase in cash flow~~
	•	~~increase in shareowner value~~
	•	~~return on invested capital~~
	•	~~return on shareowners’ equity~~
	•	~~revenue growth~~
	•	~~operating profit or operating margins~~
	•	~~goals relating to acquisitions or divestitures~~
	•	~~value share of nonalcoholic ready-to-drink segment~~
	•	~~volume share of nonalcoholic ready-to-drink segment~~
	•	~~quality as determined by the Company’s Quality Index~~

Target annual incentives are established for each participant. Below a threshold level of performance, no payments can be made under the incentive plan. The program is designed to satisfy the requirements of Section 162(m) of the Tax Code.

Effective February 16, 2011, the Compensation Committee approved an amended and restated Performance Incentive Plan which is in effect in 2011 and thereafter. At the 2011 Annual Meeting of Shareowners, shareowners are being asked to vote to approve the performance measures available under the Performance Incentive Plan in order to preserve the tax deductibility of awards. See Item 3 on page 107 for additional information regarding this proposal and the amended and restated Performance Incentive Plan, which is included as Appendix A to this proxy statement.

Long-Term Incentive Plans

Stock Option Plans. ~~Stock option plans provide equity compensation, which depends on the increase in the price of Common Stock and the creation of shareowner value.~~

The Company currently has outstanding options under the 2008 Stock Option Plan, the 2002 Stock Option Plan and the 1999 Stock Option Plan. These plans ~~generally~~ provide that the option price must be ~~not~~no less than 100% of the fair market value of Common Stock on the date the option is granted. The fair market value ~~of a share of Common Stock~~ is the average of the high and low prices of Common Stock on the ~~date of grant.~~grant date. In certain foreign jurisdictions, the law requires additional restrictions on the calculation of the option price. The grants provide that stock options generally may not be exercised during the first ~~twelve~~12 months after the ~~date of grant.~~grant date. Generally, options vest 25% on the first, second, third and fourth anniversaries of the grant date and have a term of ten years.

The 2008 Stock Option Plan, the 2002 Stock Option Plan and the 1999 Stock Option Plan each allow shares of Common Stock to be used to satisfy any resulting federal, state and local tax liabilities. ~~Change of control, death,~~Death, disability and ~~retirement~~separation after a specified age, with certain exceptions, cause the acceleration of vesting. Effective February 16, 2011, the 2008 Stock Option Plan and 1999 Stock Option Plan were amended to provide that future awards are subject to accelerated vesting following a change in control only if an employee is terminated within two years following the change in control. Unvested awards granted prior to these amendments vest upon a change in control. In

addition, effective February 16, 2011, the 2008 Stock Option Plan and 1999 Stock Option Plan were each amended to include a “clawback” provision with respect to the recapture of awards as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or the listing standards of the NYSE.

Restricted Stock Plan. ~~The 1989 Restricted Stock Plan is designed to focus executives on the long-term performance of the Company. The 1989 Restricted Stock Plan allows flexibility related to grant terms and conditions.~~

There are currently three types of awards under the 1989 Restricted Stock Plan that are ~~outstanding:~~outstanding. The majority of outstanding grants are PSUs tied to Companylong-term performance measures.

Restricted Stock. ~~Awards of restricted stock are generally limited to our senior executives. The~~These awards may be performance-based or time-based. Shares of stock are granted and transferred into the employee’s name. Shares remain subject to forfeiture until the shares are released under the terms of the awards. ~~The Compensation Committee uses time-based restricted stock sparingly for purposes of attraction and retention.~~

~~Promise to Grant~~ Restricted ~~Stock.~~Stock Units. ~~The award~~These awards may be performance-based or ~~time-based. Restricted~~time-based and are settled in stock ~~is granted after pre-determined performance~~when all required criteria are ~~met or on a certain date in the future. This contractual arrangement is used primarily outside the U.S.~~met. Employees may or may not receive dividend equivalents during the term. ~~No Named Executive Officers have such promises.~~

Performance Share Units. PSUs provide an opportunity for employees to receive restricted stock ~~when certain Company performance-related criteria are met.~~or restricted stock units if a performance criterion is met for a performance period. The ~~performance period is generally three years~~Compensation Committee has discretion to grant PSUs and ~~if performance targets are met, shares are granted with an additional restriction period of one~~determine whether dividends or two years. For some executives overseas, due to international tax considerations, the restricted shares are not issued until the end of the additional restriction period. Dividends or, when applicable, dividend equivalents are ~~paid~~payable during the ~~additional restriction period. The possible~~performance or holding periods.

At the 2011 Annual Meeting of Shareowners, shareowners are being asked to approve the performance measures available under the 1989 Restricted Stock Plan in order to preserve the tax deductibility of such awards. See Item 4 on page 112 for additional information regarding the proposal and the 1989 Restricted Stock Plan, which ~~have been approved by shareowners, are the same~~is included as ~~those listed above for the Performance Incentive Plan.~~Appendix B to this proxy statement.

~~The majority of outstanding grants are PSUs tied to Company long-term performance measures.~~

Other Plans

The Deferred Compensation Plan. The Deferred Compensation Plan is a ~~non-qualified~~nonqualified and unfunded deferred compensation program offered in 2011 to approximately ~~600~~550 U.S. based Company employees who are not International Service Associates. Eligible participants may defer up to 80% of base salary and ~~for 2009,~~ up to 95% of their incentive. The Company has the benefit of full unrestricted use of all amounts deferred under the Deferred Compensation Plan until such amounts are required to be distributed to the plan participants. Gains and losses are credited based on the participant’s election of a variety of deemed investment choices. The Companydoes notmatch any employee deferral or guarantee a return. Participants’ accounts may or may not appreciate and may depreciate depending on the performance of their deemed investment choices. None of the deemed investment choices provide interest at above-market rates. All deferrals are paid out in cash upon distribution. Participants may schedule a distribution during employment, or may opt to receive their balance after separation from service. Participants who are considered “specified employees” under the Tax Code (generally, the top 50 highest paid executives) may not receive a post-termination distribution for at least six months following separation from the Company. On occasion, the Company may provide a one-time credit to make up for benefits lost at a prior employer. The Company has not provided any credits for any of the Named Executive Officers.

The International Service Program. Currently, there are approximately ~~350~~300 International Service Associates. The International Service Program benefits include a housing allowance and, where appropriate, a host country allowance (a cash adjustment designed to provide equivalent purchasing

power), a cash allowance recognizing differences in living conditions in the host location, a home leave allowance and currency protection. The program also provides tax preparation services and tax equalization. Under the tax equalization program, an International Service Associate, economically, pays tax at the same federal and state income tax rates as a resident of the State of Georgia on base salary, incentive compensation and personal income. The Company assumes responsibility for foreign taxes while on assignment. ~~This is to ensure that there is no undue hardship or windfall due to taxes while on assignment in a foreign location.~~

The Severance Plan. The Severance Plan provides cash severance benefits to eligible employees who are involuntarily terminated. Eligible employees include regular, full-time, non-union, non-manufacturing U.S. employees and International Service Associates. Generally, benefits are payable when an employee is terminated involuntarily due to specific circumstances such as when an employee’s position is eliminated. Benefits are not payable if the employee is offered substantially equivalent employment with the Company or its affiliates, is terminated for cause, or has entered into a separate agreement. ~~In the case of a reorganization where the employee’s position is eliminated, the~~The benefit payable is determined based on job grade leveland/or length of service. The minimum benefit is four weeks of base pay and the maximum benefit is two years of base pay.

92100

EQUITY COMPENSATION PLAN INFORMATION

Number of Securities

Remaining Available for

Number of Securities to

Weighted-Average

Future Issuance Under

Number of Securities to

Weighted-Average

Future Issuance Under

be Issued Upon Exercise

Exercise Price of

Equity Compensation Plans

be Issued Upon Exercise

Exercise Price of

Equity Compensation Plans

of Outstanding Options,

Outstanding Options,

(Excluding Securities

of Outstanding Options,

Outstanding Options,

(Excluding Securities

Warrants and Rights

Reflected in Column(a))

Warrants and Rights

Reflected in Column(a))

Plan Category

(a)

(b)

(c)

(a)

(b)

(c)

Equity Compensation Plans Approved by Security Holders

194,059,628

47.90

151,605,988

179,962,854

48.77

149,953,252

Equity Compensation Plans Not Approved by Security Holders

N/A

Total

194,059,628

151,605,988

179,962,854

149,953,252


¹		Includes 167,431,989 shares issuable pursuant to outstanding options under the 1999 Stock Option Plan, the 2002 Stock Option Plan and the 2008 Stock Option Plan. The weighted-average exercise price of such options is $49.06. Also includes 6,667,954 full-value awards of shares outstanding under the 1989 Restricted Stock Plan and TheCoca-Cola Company 1983 Restricted Stock Award Plan (the “1983 Restricted Stock Plan”) (including shares that may be issued pursuant to outstanding performance share units, assuming the target award is met).

¹ ~~Represents~~

In connection with the CCE Transaction, certain outstanding awards relating to CCE common stock granted under stockholder-approved CCE equity incentive plans were replaced with awards relating to the Company’s Common Stock. As a result, the table above includes 4,063,073 shares issuable pursuant to outstanding options under the ~~1999~~following CCE equity incentive plans which were assumed by the Company in connection with the CCE Transaction:Coca-Cola Enterprises Inc. 1997 Stock Option Plan, ~~the 2002~~Coca-Cola Enterprises Inc. 2001 Stock Option Plan,Coca-Cola Enterprises Inc. 2004 Stock Award Plan and ~~the 2008 Stock Option~~Coca-Cola Enterprises Inc. 2007 Incentive Award Plan. ~~In addition, there are 4,970,146~~The weighted-average exercise price of such options is $36.83. Also includes 1,799,838 full-value awards of shares outstanding under the ~~1989~~Coca-Cola Enterprises Inc. 2001 Restricted Stock Plan, ~~and the 1983 Restricted~~Coca-Cola Enterprises Inc. 2004 Stock Award Plan ~~of The~~andCoca-Cola Enterprises Inc. 2007 Incentive Award Plan, which were assumed by the Company ~~(the “1983 Restricted Stock Plan”)~~in connection with the CCE Transaction (including shares that may be issued pursuant to outstanding performance share units, assuming the target award is met).

² ~~The weighted-average term of the outstanding options is 6.8 years.~~


²		The weighted-average term of the outstanding options is 6.21 years.

³		Includes 112,299,965 options which may be issued pursuant to future awards under the 1999 Stock Option Plan and the 2008 Stock Option Plan and 22,284,087 shares of Common Stock that may be issued pursuant to the 1983 Restricted Stock Plan and the 1989 Restricted Stock Plan (assuming outstanding PSUs are achieved at target). The maximum term of the options is ten years.

³ ~~Represents 126,539,255~~Includes 1,059,927 options which may be issued pursuant to future awards under the ~~1999~~Coca-Cola Enterprises Inc. 2001 Stock Option Plan and ~~the 2008 Stock Option Plan and 25,066,733~~14,309,273 shares of Common Stock ~~that~~which may be issued pursuant to future awards under the ~~1983 Restricted~~Coca-Cola Enterprises Inc. 2004 Stock Award Plan andCoca-Cola Enterprises Inc. 2007 Incentive Award Plan, which could be in the ~~1989 Restricted Stock Plan (including shares that may be issued pursuant to outstanding~~form of stock options, restricted stock, restricted stock units and performance share units ~~assuming the target award is met)~~(assuming outstanding PSUs are achieved at target). The maximum term of the options is 10ten years. Future awards under such plans may only be granted to individuals who were employed by CCE or its subsidiaries immediately prior to the CCE Transaction or who have been hired by the Company following the CCE Transaction.

All numbers in the table above are as of December 31, ~~2009.~~2010.

Share units credited under the Supplemental Thrift Plan, the International Thrift Plan, the Prior Directors’ Plan and the Directors’ Plan are not included since they are paid in cash.

The Company provides a matching contribution in Common Stock under various plans throughout the world. No shares are issued by the Company under any of these plans. Shares are

101

purchased on the open market by a third-party trustee. These plans are exempt from the shareowner approval requirements of the NYSE. These plans are as follows:

The Thrift Plan (U.S.). Under the Thrift Plan, the Company matches employee contributions to a maximum of 3% of an employee’s compensation, subject to limits imposed by the Tax Code. Employees hired prior to April 1, 2002 are immediately vested in the matching contributions and employees hired after that date vest in the matching contributions over three years. Generally, employees may not withdraw the matching contributions until termination of employment.

TheCoca-Cola Export Corporation Employee Share Savings Scheme (UK). Under this plan, the Company matches employee contributions to a maximum of £1,500 per year. The employee is vested in the matching contributions once a month when matching shares of Common Stock are purchased. However, the matching shares of Common Stock may not be withdrawn before a five-year holding period without adverse tax consequences.

Employees’ Savings and Share Ownership Plan ofCoca-Cola Ltd. (Canada). Under this plan, the Company matches 50% of an employee’s contributions to a maximum of 4% of the employee’s salary and incentive, where applicable. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until termination of employment.

Employee Stockholding Program (Japan). Under this plan, the employee must be employed for at least three years in order to participate, and the Company matches contributions up to 3% of an employee’s salary. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn until the employee terminates from the Company, or if the employee requests to terminate from the plan (specific regulations apply for cases when employees request the termination from the plan).

Share Savings Plan (Denmark). Under this plan, the Company matches contributions up to 3% of an employee’s salary. The employee is immediately vested in the matching contributions. However, the matching contributions may not be withdrawn for five years without tax liability.

The Company also sponsors employee share purchase plans in several jurisdictions outside the United States. The Company does not grant or issue Common Stock pursuant to these plans, but does facilitate the acquisition of Common Stock by employees in a cost-efficient manner. These plans are not equity compensation plans.

~~COCA-COLA~~ ~~ENTERPRISES INC.~~

~~On February 25, 2010, we entered into a definitive agreement withCoca-Cola~~ Enterprises Inc. (“CCE”) that will result in the acquisition of the assets and liabilities of CCE’s North American operations for consideration including the approximate 34% ownership interest in CCE held by the Company and its subsidiaries valued at approximately $3.4 billion, based upon a~~30-day~~ trailing average as of February 24, 2010, and the assumption of approximately $8.9 billion of CCE debt. At closing, CCE public shareowners will exchange their current CCE common stock for common stock in a new entity, which will retain the name CCE and hold CCE’s current European operations. This new entity will be 100% owned by the CCE public shareowners. As a result of the transaction, the Company will not own any interest in the new CCE entity. The transaction is subject to CCE public shareowners’ approval and certain regulatory approvals.

~~In a concurrent transaction, the Company reached an agreement in principle to sell our ownership interests in our Norway bottling operation,Coca-Cola~~ ~~Drikker AS, and our Sweden bottling operation,Coca-Cola~~ ~~Drycker Sverige AB, to the new CCE entity for approximately $822 million in cash. The transactions are subject to certain regulatory approvals.~~

~~We expect the transactions will close in the fourth quarter of 2010.~~

In addition, upon closing of the North America transaction, we will grant the new CCE entity the right to acquire our majority interest in our German bottling operation 18 to 36 months after closing at the then current fair value.

~~Certain Related Person Transactions with CCE~~

~~James D. Robinson III~~

A~~daughter-in-law~~ ~~of James D. Robinson III, one of our Directors, has an indirect minority equity interest in Delaware North. In 2009, Delaware North and its subsidiaries made payments totaling~~

approximately $3.1 million to CCE to purchase products in the ordinary course of business. Also in 2009, CCE paid Delaware North approximately $633,000 in marketing related payments in the ordinary course of business.

~~Berkshire Hathaway~~

Berkshire Hathaway’s holdings constituted approximately 8.68% of the Company’s outstanding Common Stock as of February 22, 2010. IDQ, McLane and XTRA Lease LLC (“XTRA”) are wholly owned subsidiaries of Berkshire Hathaway. In 2009, IDQ and its subsidiaries made payments totaling approximately $1.2 million to CCE to purchase products in the ordinary course of business. In 2009, McLane made payments totaling approximately $3.5 million to CCE to purchase products in the ordinary course of business. In 2009, CCE paid XTRA approximately $2.3 million for equipment leases of trailers used to store and transport finished product in the ordinary course of business. Berkshire Hathaway holds a significant equity interest in Moody’s. In 2009, CCE paid approximately $470,000 to a subsidiary of Moody’s for providing long-term and short-term credit rating services.

~~Ownership of Equity Securities in CCE~~

The following table sets forth information regarding beneficial ownership of the common stock of CCE, if any, by each Director, each Named Executive Officer, and our Directors and Executive Officers as a group, all as of February 22, 2010.


	~~Aggregate Number~~			~~Percent of~~
	~~of Shares~~			~~Outstanding~~
~~Name~~	~~Beneficially Owned~~			~~Shares~~

~~Donald R. Keough~~		~~25,508~~			*
~~Donald F. McHenry~~		~~1,035~~			*
~~Gary P. Fayard~~		~~24,465~~			*
~~Irial Finan~~		~~44,907~~	¹		*
~~All Directors and Executive Officers as a Group (28 Persons)~~		~~194,284~~	²		*

* Less than 1% of issued and outstanding shares of common stock.

¹ ~~Includes stock units credited under theCoca-Cola~~ Enterprises Inc. Deferred Compensation Plan for Nonemployee Directors (the “CCE Plan”) that will be paid in 18,237 shares of CCE common stock upon distribution, 18,170 deferred stock units that represent shares of CCE common stock that may be acquired on or before April 23, 2010, and 8,500 shares of CCE common stock that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 23, 2010.

² Includes stock units credited under the CCE Plan that will be paid in 18,237 shares of CCE common stock upon distribution, 18,170 deferred stock units that represent shares of CCE common stock that may be acquired on or before April 23, 2010, and 76,100 shares of CCE common stock that may be acquired upon the exercise of options that are presently exercisable or that will become exercisable on or before April 23, 2010.

95102

REPORT OF THE AUDIT COMMITTEE

The Company’s Audit Committee (the “Audit Committee”) is composed entirely of non-management Directors. The members of the Audit Committee meet the independence and financial literacy requirements of the NYSE and additional, heightened independence criteria applicable to members of the Audit Committee under SEC and NYSE rules. In ~~2009,~~2010, the Audit Committee held nine meetings. The Audit Committee has adopted, and annually reviews, a charter outlining the practices it follows. The charter complies with all current regulatory requirements. Additionally, the Committee has continued its long-standing practice of having independent legal counsel.

During ~~2009,~~2010, at each of its regularly scheduled meetings, the Audit Committee met with the senior members of the Company’s financial management team. Additionally, the Audit Committee had separate private sessions, during its regularly scheduled meetings, with the Company’s general counsel or his designee, independent auditors, and the chief of internal audit, at which candid discussions regarding financial management, legal, accounting, auditing, and internal control issues took place. The Audit Committee’s agenda is established by the Audit Committee’s chairman and the chief of internal audit.

The Audit Committee is updated periodically on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment, and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has also discussed with the independent auditors the Company’s internal control assessment process, management’s assessment with respect thereto and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting.

The Audit Committee reviewed with senior members of management, including the chief of internal audit and general counsel, and the independent auditors, the Company’s policies and procedures with respect to risk assessment and risk management. The overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Codes of Business Conduct were also reviewed.

The Audit Committee decided to engage Ernst & Young LLP as ~~our~~the Company’s independent auditors for the year ended December 31, ~~2009,~~2010, and reviewed with senior members of the Company’s financial management team, the independent auditors, and the chief of internal audit, the overall audit scope and plans, the results of internal and external audit examinations, evaluations by management and the independent auditors of the Company’s internal controls over financial reporting and the quality of the Company’s financial reporting. Although the Audit Committee has the sole authority to appoint the independent auditors, the Audit Committee will continue its long-standing practice of recommending that the Board ask the shareowners, at their annual meeting, to ratify the appointment of the independent auditors.

Management has reviewed and discussed the audited financial statements in the Company’s Annual Report onForm 10-K with the Audit Committee including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant accounting judgments and estimates, and the clarity of disclosures in the financial statements. In addressing the quality of management’s accounting judgments, members of the Audit Committee asked for management’s representations and reviewed certifications prepared by the Chairman and Chief Executive Officer and Chief Financial Officer that the unaudited quarterly and audited consolidated financial statements of the Company fairly present, in all material respects, the financial condition, ~~results of~~

96103

results of operations and cash flows of the Company, and have expressed to both management and the auditors their general preference for conservative policies when a range of accounting options is available.

In its meetings with representatives of the independent auditors, the Audit Committee asks them to address, and discusses their responses to several questions that the Audit Committee believes are particularly relevant to its oversight. These questions include:


	•	Are there any significant accounting judgments or estimates made by management in preparing the financial statements that would have been made differently had the independent auditors themselves prepared and been responsible for the financial statements?

	•	Based on the independent auditors’ experience, and their knowledge of the Company, do the Company’s financial statements fairly present to investors, with clarity and completeness, the Company’s financial position and performance for the reporting period in accordance with generally accepted accounting principles and SEC disclosure requirements?

	•	Based on the independent auditors’ experience, and their knowledge of the Company, has the Company implemented internal controls and internal audit procedures that are appropriate for the Company?

The Audit Committee believes that, by thus focusing its discussions with the independent auditors, it can promote a meaningful dialogue that provides a basis for its oversight judgments.

The Audit Committee also discussed with the independent auditors those matters required to be discussed by the auditors with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee received and discussed with the independent auditors their annual written report on their independence from the Company and its management, as required by the PCAOB rules. The Audit Committee considered with the independent auditors whether the provision of non-audit services provided by them to the Company during ~~2009~~2010 was compatible with their independence.

In performing all of these functions, the Audit Committee acts in an oversight capacity. The Audit Committee reviews the Company’s quarterly and annual reports onForm 10-Q andForm 10-K prior to filing with the SEC. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements, and other reports, and of the independent auditors, who are engaged to audit and report on the consolidated financial statements of the Company and subsidiaries and the effectiveness of the Company’s internal control over financial reporting.

In reliance on these reviews and discussions, and the reports of the independent auditors, the Audit Committee has recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, ~~2009,~~2010, for filing with the SEC.

Peter V. Ueberroth, Chair

Ronald W. Allen

Donald F. McHenry

James B. Williams

97104

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS

(Item 2)

The Audit Committee has appointed Ernst & Young LLP to serve as independent auditors for the fiscal year ending December 31, ~~2010,~~2011, subject to ratification of the appointment by the shareowners. Ernst & Young LLP has served as the Company’s independent auditors for many years and is considered by management to be well qualified.

Audit Fees and All Other Fees

Audit Fees. Fees for audit services totaled approximately $29.0 million in 2010 and $25.6 million in 2009, ~~and $27.3 million in 2008,~~ including fees associated with the annual audit and the audit of internal control over financial reporting, registration statements in 2010 and 2009, the reviews of the Company’s quarterly reports onForm 10-Q, and statutory audits required internationally.

Audit-Related Fees. Fees for audit-related services totaled approximately $3.3 million in 2010 and $3.0 million in ~~2009 and $3.8 million in 2008.~~2009. Audit-related services principally include due diligence in connection with acquisitions, consultation on accounting and internal control matters, audits in connection with proposed or consummated acquisitions, information systems audits and other attest services.

Tax Fees. Fees for tax services, including tax compliance, tax advice and tax planning, totaled approximately $3.4 million in 2010 and $4.4 million in ~~2009 and $3.7 million in 2008.~~2009.

All Other Fees. Fees for all other services not described above totaled approximately $115,000 in 2010 for advisory services in certain international locations and $39,000 in 2009 ~~and $90,000 in 2008~~ for training services in certain international locations.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors.

Under the policy, pre-approval is generally provided for work associated with the following:


	•	registration statements under the Securities Act of 1933 (for example, comfort letters or consents);

	•	statutory or other financial audit work fornon-U.S. subsidiaries that is not required for the 1934 Act audits;

	•	due diligence work for potential acquisitions or dispositions;

	•	attest services not required by statute or regulation;

	•	adoption of new accounting pronouncements or auditing and disclosure requirements and accounting or regulatory consultations;

	•	internal control reviews and assistance with internal control reporting requirements;

	•	review of information systems security and controls;

105


	•	tax compliance, tax planning and related tax services, excluding any tax service prohibited by regulatory or other oversight ~~authorities;~~authorities, expatriate and other individual tax services; and


	•	assistance and consultation on questions raised by regulatory agencies.

For each proposed service, the independent auditors are required to provide detailedback-up documentation at the time of approval to permit the Audit Committee to make a determination whether the provision of such services would impair the independent auditors’ independence.

The Audit Committee has approved in advance certain permitted services whose scope is routine across business units, including statutory or other financial audit work fornon-U.S. subsidiaries that is not required for the 1934 Act audits.

Other Information

The Company has been advised by Ernst & Young LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in the Company or its subsidiaries.

One or more representatives of Ernst & Young LLP will be present at this year’s Annual Meeting of Shareowners. The representatives will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting of Shareowners. If the shareowners should not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment.

The Board of Directors recommends a vote
FOR
the ratification of the appointment of Ernst & Young LLP as independent auditors.

99106

~~PROPOSALS~~APPROVAL OF ~~SHAREOWNERS~~THE PERFORMANCE MEASURES AVAILABLE UNDER
THE PERFORMANCE INCENTIVE PLAN OF THECOCA-COLA COMPANY
TO PRESERVE THE TAX DEDUCTIBILITY OF THE AWARDS

~~Items 3 through 6~~(Item 3)

We are asking for your approval of the performance measures under the Performance Incentive Plan. While the Performance Incentive Plan itself does not require approval by shareowners, the approval of the performance criteria described in the Performance Incentive Plan gives the Company the benefit of a U.S. income tax deduction under Section 162(m) of the Tax Code for certain covered employees. The Performance Incentive Plan provides for annual incentive awards to officers and other participating employees. The purpose of the Performance Incentive Plan is to promote the interests of the Company and its shareowners by providing an incentive for participating employees to meet specified performance goals. The Performance Incentive Plan rewards outstanding performance by those individuals whose decisions and actions affect the sustainable growth, profitability and efficient operation of the Company. The performance criteria set forth in the Performance Incentive Plan are intended to align the interests of participating employees with the interests of shareowners.

In 2007, the Company adopted, and the shareowners approved, a performance incentive plan that replaced and consolidated all of the Company’s prior performance incentive plans. Effective February 16, 2011, an amended and restated Performance Incentive Plan was adopted by the Compensation Committee to (i) update the performance criteria for future grants of performance-based awards, (ii) include a “clawback” provision with respect to the recapture of awards as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or the listing standards of the NYSE and (iii) increase the limit of future awards for any performance period to $12 million. This Performance Incentive Plan replaces the prior plan and will be utilized for annual incentives to all eligible employees, including senior executives and elected officers, for 2011 and thereafter.

This proposal will be approved upon the affirmative vote of a majority of the votes cast by holders of shares of Common Stock voting in person or by proxy at the meeting.

Tax Issues

Section 162(m) of the Tax Code limits the deductibility of compensation of “covered employees” to $1 million per year unless the compensation qualifies as “performance-based.” Cash incentive compensation can be deductible if four conditions set forth by the Internal Revenue Service are met. These conditions are:


	•	the compensation is payable on the attainment of one or more pre-established, objective performance criteria;

	•	the performance criteria are established by a committee that is comprised solely of two or more outside directors;

	•	the material terms of the compensation and performance criteria are disclosed to and approved by shareowners before payment; and

	•	the committee that established the performance criteria certifies that the performance criteria have been satisfied before payment.

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We are requesting shareowner approval in order to meet the third requirement listed above.

Summary of the Performance Incentive Plan

The following summary of the Performance Incentive Plan is qualified in its entirety by reference to the specific provisions of the Performance Incentive Plan, the full text of which is set forth as Appendix A to this proxy statement. The Performance Incentive Plan is administered by the Compensation Committee and is also authorized to appoint a Management Committee to assist in the administration of the Performance Incentive Plan. The Compensation Committee selects participants, sets the performance criteria and targets, and makes all decisions with respect to executives governed by the Compensation Committee. The Management Committee may handle other administrative items and make decisions with respect to employees who are not senior executives or elected officers.

The major provisions of the Performance Incentive Plan are as follows:

Eligibility. The Compensation Committee decides which employees or categories of employees are eligible for participation in the Performance Incentive Plan. Eligible employees must be at least a certain minimum job grade and must be recommended for participation. Generally, middle-level professional employees and higher participate in the Performance Incentive Plan. The Compensation Committee selects eligible participants no later than 90 days after the beginning of the year.

Limitation of Benefits. No participant may receive an award greater than $12,000,000 for any year.

Determination of Performance Criteria and Performance Goals. No later than 90 days after the beginning of the year, the Compensation Committee will determine the target award for each participant or category of participant. This is typically specified as a percentage of base salary. In addition, the Compensation Committee will determine the formula under which awards will be determined, choose one or more performance criteria to be applied, and set the performance goals for each of the criteria. When the Compensation Committee sets the performance goals, the Compensation Committee may take into account any extraordinary or one-time or other nonrecurring items or any events, transactions or other circumstances that the Compensation Committee deems relevant in light of the nature of the performance goals set or the assumptions made by the Compensation Committee regarding such goals.

108

The Compensation Committee may choose one or more of the following performance criteria:

Performance Criteria


	•	increase in shareowner value
	•	earnings per share
	•	stock price
	•	net income
	•	return on assets
	•	return on shareowners’ equity
	•	increase in cash flow
	•	operating profit or operating margins
	•	revenue growth of the Company
	•	operating expenses
	•	quality as determined by the Company’s Quality Index
	•	economic profit
	•	return on capital
	•	return on invested capital
	•	earnings before interest, taxes, depreciation and amortization
	•	goals relating to acquisitions or divestitures
	•	unit case volume
	•	operating income
	•	brand contribution
	•	value share of Non AlcoholicReady-To-Drink segment
	•	volume share of Non AlcoholicReady-To-Drink segment
	•	net revenue
	•	gross profit
	•	profit before tax
	•	number of transactions (number of physical packages sold)
	•	productivity
	•	service level

Any of the performance criteria can be applied on an absolute basis or on a relative basis (such as relative to a peer group or industry index) and may be calculated for a single year or calculated on a compound basis over multiple years.

Determination and Payment of Awards. After the end of the year, the Compensation Committee will review the performance against the pre-established performance goals. The Compensation Committee will certify the extent, if any, to which the performance measures have been met. The Compensation Committee (for senior executives and elected officers) and the Management Committee (for other employees) may also review the individual’s performance and may decrease the award determined by the formula in their discretion.

Awards are payable in cash. The awards are paid on or about March 15 of the year following the year for which the performance is measured. For U.S. based employees who are also eligible for the Company’s Deferred Compensation Plan, awards under the Performance Incentive Plan may be deferred, provided the election to defer is made in a timely manner under the provisions of the Deferred Compensation Plan.

Termination of Employment and Change in Control

Generally, a participant must be employed through December 31 of the applicable year in order to receive payment of an award for that year. If a participant retires, dies or whose employment is transferred to a Related Company or Minority-Owned Related Company during a year, the participant or the participant’s estate is entitled to a prorated award. Any prorated amount would not be paid until the performance period has ended and the Compensation Committee has certified the award.

The Performance Incentive Plan contains a change in control provision substantially similar to the provision in other Company plans. In the event of a change in control, the performance goals are

109

deemed to have been met at the target level. A participant is entitled to a nonforfeitable award equal to his or her target award, prorated for the time the participant is employed during the year. The payment is made in cash after the end of the year or, if earlier, upon the participant’s termination of employment.

For additional detail concerning termination and change in control provisions, see the discussion beginning on page 87.

Estimate of Benefits

The amount of incentive compensation to be paid under the Performance Incentive Plan depends on Company performance, individual performance and the discretion of the Compensation Committee. Accordingly, the amount of incentive compensation to be paid under the Performance Incentive Plan for 2011 is not currently determinable. For executive officers (including the Named Executive Officers), the target incentive awards under the Performance Incentive Plan for 2011 range from 75% to 200% of base salary, or $403,750 to $2,800,000. The target incentive awards under the Performance Incentive Plan for 2011 for other employees are based on a percentage of their base salary. No amounts under the Performance Incentive Plan are payable to Directors of the Company who are not also Company employees. For 2011, approximately 13,500 employees are eligible to participate in the Performance Incentive Plan. The following chart describes the target incentive awards under the Performance Incentive Plan for 2011 for the Named Executive Officers.


	Target Incentive			Target Incentive
Name	Percentage			Amount
Muhtar Kent		200	%	$	2,800,000
Ahmet C. Bozer		125	%		760,500
J. Alexander M. Douglas, Jr.		125	%		811,125
Gary P. Fayard		125	%		988,800
José Octavio Reyes		125	%		809,888

The annual incentive compensation paid for 2010 is set forth in the Summary Compensation Table on page 73.

Amendment and Termination of the Performance Incentive Plan

The Compensation Committee may amend, modify, suspend, reinstate or terminate the Performance Incentive Plan in whole or in part at any time or from time to time; however, no action will adversely affect any right or obligation with respect to any existing award. The Compensation Committee and the Management Committee may deviate from the provisions of the Performance Incentive Plan to the extent such committee deems appropriate to conform to local laws and practices.

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Federal Income Tax Consequences

Under present United States income tax laws, participants will realize ordinary income in the year of receipt. The Company will receive a deduction for the amount constituting ordinary income to the participant, provided that the Performance Incentive Plan and the award satisfy the requirements of Section 162(m) of the Tax Code. It is the Company’s intention that the Performance Incentive Plan be construed and administered in a manner that maximizes the deductibility of compensation for the Company under Section 162(m) of the Tax Code. For employees resident outside the United States, the tax consequences to the individual and to the Company are determined by the applicable tax laws of the foreign jurisdiction.

The Board of Directors recommends a vote
FOR
the proposal to approve the performance measures available under
the Performance Incentive Plan of TheCoca-Cola Company
to preserve the tax deductibility of the awards.

111

APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE UNDER
THECOCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN TO
PRESERVE THE TAX DEDUCTIBILITY OF THE AWARDS

(Item 4)

We are asking for your approval of the performance measures under the 1989 Restricted Stock Plan. The purpose of asking our shareowners to approve the performance measures under the 1989 Restricted Stock Plan is to allow certain future equity awards granted under the plan to qualify as exempt “performance-based compensation” pursuant to Section 162(m) of the Tax Code. To satisfy the performance-based compensation exception, Section 162(m) of the Tax Code requires, among other things, such performance measures be approved by shareowners every five years.

The 1989 Restricted Stock Plan was originally approved by shareowners on April 19, 1989. An amendment to establish performance criteria for future grants of performance-based awards was approved by shareowners on April 19, 2001 and an amendment to establish additional performance criteria for future grants of performance-based awards was approved by shareowners on April 18, 2007. The 1989 Restricted Stock Plan was amended and restated on February 18, 2009 to increase the age at which awards accelerate upon retirement. The 1989 Restricted Stock Plan was amended and restated on February 16, 2011 to (i) establish additional performance criteria for future grants of performance-based awards, (ii) include a “clawback” provision with respect to the recapture of awards as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other law or the listing standards of the NYSE, (iii) clarify the Compensation Committee’s discretion to determine whether a recipient of a performance share unit or other share unit shall receive dividends or dividend equivalents prior to the release of the shares and (iv) modify the change in control provisions to provide for a “double trigger” for future awards as described on page 69. This proposal will be approved upon the affirmative vote of a majority of the votes cast by holders of shares of Common Stock voting in person or by proxy at the meeting.

Important facts about this proposal:


	•	this proposal does not seek to increase the number of shares of restricted stock that can be issued under the 1989 Restricted Stock Award Plan; and

	•	this proposal will not result in any additional cost to the Company.

Tax Issues

Section 162(m) of the Tax Code limits the deductibility of compensation of “covered employees” to $1 million per year unless the compensation qualifies as “performance-based.” Compensation in the form of restricted stock can be deductible if four conditions set forth by the Internal Revenue Service are met. These conditions are:


	•	the compensation is payable on the attainment of one or more pre-established, objective performance criteria;

	•	the performance criteria are established by a committee that is comprised solely of two or more outside directors;

112


	•	the material terms of the compensation and performance criteria are disclosed to and approved by shareowners before payment; and

	•	the committee that established the performance criteria certifies that the performance criteria have been satisfied before payment.

We are requesting shareowner approval in order to meet the third requirement listed above.

Summary of Plan and Performance Criteria

The following summary of the 1989 Restricted Stock Plan is qualified in its entirety by reference to the specific provisions of the 1989 Restricted Stock Plan, the full text of which is set forth as Appendix B to this proxy statement. The Compensation Committee has full and final authority to determine who is eligible for awards, the number of shares and share units awarded, the period of the award and whether or not the award is performance-based.

The major provisions of the 1989 Restricted Stock Plan are as follows:

Eligibility. The Compensation Committee is authorized to grant awards of restricted stock under the 1989 Restricted Stock Plan to officers and other key employees of the Company. Awards may also be granted to officers and other key employees of a Related Company (as defined in the 1989 Restricted Stock Plan), but only if at the time of the grant the Company owns, directly or indirectly, either, (i) at least 50% of the voting stock or capital of the Related Company or (ii) an interest that causes the Related Company to be included in the Company’s consolidated financial statements. No person is automatically eligible to participate in the 1989 Restricted Stock Award Plan in any plan year.

Awards and Performance Criteria. Awards may be made in three forms.


	•	Restricted Stock: Shares of stock are granted and transferred into the employee’s name. Shares remain subject to forfeiture until the date the shares are released under the terms of the award.

	•	Restricted Stock Units: This is an arrangement where no shares of stock are granted until the end of the term. Employees may or may not receive dividend equivalents during the term of the award in the discretion of the Compensation Committee.

	•	Performance Share Units: Restricted stock or restricted stock units are awarded only after performance targets based on pre-determined performance criteria are met. The performance period is generally three years and if performance targets are met, shares or share units are granted with an additional restriction period of one or two years. The Compensation Committee has discretion to determine whether dividends or dividend equivalents are payable during the performance or holding periods. For annual PSU grants prior to 2011, dividends or dividend equivalents are paid during the holding period after the performance criteria is met, except in limited circumstances for PSUs granted prior to 2008 when an employee retired during a performance period. Effective with the annual grant of PSUs in 2011, no dividends or dividend equivalents will be paid either during the performance period or the holding period.

Awards in any of these forms may be performance-based. PSUs are always performance-based, but restricted stock and restricted stock units may be either performance-based or time-based. The majority of outstanding grants are PSUs tied to Company long-term performance measures.

113

For performance-based awards, the Compensation Committee sets the measurement period and the performance criteria no later than 90 days after the beginning of the measurement period. At this time, the Compensation Committee provides a specific definition of the criteria and any adjustments to be applied. The performance criteria may be applied to the Company as a whole or to particular business units, or a combination. The Compensation Committee may use one or more of the performance measures. Any of the performance criteria can be applied on an absolute basis or on a relative basis (such as relative to a peer group or industry index) and may be calculated for a single year or calculated on a compound basis over multiple years.

The awards may also contain provisions for death, disability, retirement or transfer to a Related Company.

The Compensation Committee has complete discretion to establish the performance criteria that will be used and to determine the percentage of shares that will be released upon various levels of attainment of the performance criteria. The Compensation Committee may select the performance criteria from the following:

Performance Criteria


	•	increase in shareowner value (e.g. total shareowner return)
	•	earnings per share
	•	stock price
	•	net income
	•	return on assets
	•	return on shareowners’ equity
	•	increase in cash flow
	•	operating profit or operating margins
	•	revenue growth of the Company
	•	operating expenses
	•	quality as determined by the Company’s Quality Index
	•	economic profit
	•	return on capital
	•	return on invested capital
	•	earnings before interest, taxes, depreciation and amortization
	•	goals relating to acquisitions or divestitures
	•	unit case volume
	•	operating income
	•	brand contribution
	•	value share of Non AlcoholicReady-To-Drink segment
	•	volume share of Non AlcoholicReady-To-Drink segment
	•	net revenue
	•	gross profit
	•	profit before tax
	•	number of transactions (number of physical packages sold)
	•	productivity
	•	service level

No shares shall be released until the Compensation Committee certifies the level of attainment of the applicable performance criteria.

Time-based awards are used in limited circumstances, such as for critical retention situations, make-whole awards or special recognition. The Compensation Committee sets the term of the award at the time of grant and, absent a different provision, the 1989 Restricted Stock Plan provides that restrictions lapse and shares are released upon the earlier of (i) a “change in control” and subsequent termination within a two year period, (ii) death, (iii) disability or (iv) separation after attaining age 60, but only if the separation occurs after ten years of service.

Limitation of Awards and Maximum Compensation Payable. As initially adopted, the 1989 Restricted Stock Plan authorized the issuance of up to 5,000,000 shares of Common Stock (or 40,000,000 shares as adjusted for subsequent stock splits). As of December 31, 2010, a total of

114

21,047,328 shares remained available for issuance under the 1989 Restricted Stock Plan (assuming outstanding PSUs are achieved at target). No more than 20% of shares authorized for issuance may be issued to any one participant. In addition, a participant may not receive performance-based grants in a single year valued in excess of $20,000,000 determined at the time of the grant. A participant may receive other shares in addition to this maximum under the regular terms of the 1989 Restricted Stock Plan. The maximum amount actually paid will depend upon the number of shares earned and the value of the shares at the time of release. The number of shares issuable under the 1989 Restricted Stock Plan, and the amount issuable to any one participant, are subject to adjustment in the event of stock dividends, stock splits or recapitalization, merger, consolidation, combination of shares or other similar events.

Termination of Employment and Change in Control

Generally, employees must remain employed through the term of the award in order to receive the shares awarded under the 1989 Restricted Stock Award Plan. The 1989 Restricted Stock Award Plan and certain awards contain provisions for death, disability, retirement, or transfer to a Related Company. In addition, the awards may contain provisions in the event of a change in control.

For specific details on these provisions, see the discussion beginning on page 87.

Estimate of Benefits

Because this proposal relates only to approval of the material terms of the performance goals under the 1989 Restricted Stock Plan, the approval of this proposal will not result in any new benefits being provided to participants. Awards granted under the 1989 Restricted Stock Plan are subject to the discretion of the Compensation Committee and to the achievement of performance targets as established by the Compensation Committee, as applicable. Amounts that may be received by participants in the 1989 Restricted Stock Plan are not presently determinable. Non-employee Directors of the Company are not eligible to participate in the 1989 Restricted Stock Plan. Approximately 5,500 persons were eligible to participate in the 1989 Restricted Stock Plan as of December 31, 2010. The following chart describes the amounts that the participants specified below were awarded under the 1989 Restricted Stock Plan in fiscal year 2010.


					Non-Performance-
	Performance-Based Awards				Based Awards
Name	#		($)		#		($)
Muhtar Kent		101,700	$	5,119,578		0	$	0
Ahmet C. Bozer		32,800		1,651,152		0		0
J. Alexander M. Douglas, Jr.		26,200		1,318,908		25,000		1,357,750
Gary P. Fayard		36,800		1,852,512		0		0
José Octavio Reyes		36,700		1,847,478		0		0
Executive Officers (including the persons named above)		467,300		23,587,946		30,600		1,662,686
Non-Executive Director Group		0		0		0		0
Non-Executive Officers and Employee Group		2,488,385		125,295,379		82,500		4,574,943

In the table above, the performance-based awards include both performance-based restricted stock and PSUs. The number of PSUs represents the target amount. If the minimum performance

115

criterion for a PSU award is not met, no award is earned. If at least the minimum performance criterion is attained, awards can range from 50% to 150% of the target number of shares.

Amendment and Termination of the 1989 Restricted Stock Plan

The Board of Directors or the Compensation Committee may terminate, suspend or amend the 1989 Restricted Stock Plan at any time. However, the number of shares of stock available for awards may not be increased, administration of the 1989 Restricted Stock Plan may not be withdrawn from the Compensation Committee, and no member of the Compensation Committee may be made eligible for awards without the approval of shareowners. No change to the 1989 Restricted Stock Plan may affect awards previously granted without the consent of the recipient unless the Compensation Committee determines that the change is in the best interest of all persons to whom awards have been granted. The 1989 Restricted Stock Plan shall terminate when all awards authorized under the 1989 Restricted Stock Plan have been granted and all shares of stock subject to awards have been issued and are no longer subject to forfeiture.

Federal Income Tax Consequences

Under present United States income tax laws, participants will realize ordinary income in the taxable year that the shares are released from restrictions (and are thus no longer subject to a substantial risk of forfeiture) in an amount equal to the fair market value of the shares at the time of release. A participant may, however, elect within 30 days of the issuance of the shares to realize ordinary income in that taxable year in an amount equal to the fair market value of the shares. The Company will receive a deduction for the amount constituting ordinary income to the participant in the year that the participant realizes such income, provided that the 1989 Restricted Stock Plan satisfies the requirements of Section 162(m) of the Tax Code. It is the Company’s intention that the 1989 Restricted Stock Plan be construed and administered in a manner that maximizes the deductibility of compensation for the Company under Section 162(m) of the Tax Code. For employees resident outside the United States, the tax consequences to the individual and to the Company are determined by the applicable tax laws of the foreign jurisdiction.

The Board of Directors recommends a vote
FOR
the proposal to approve the performance measures available under
TheCoca-Cola Company 1989 Restricted Stock Award Plan
to preserve the tax deductibility of the awards.

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ADVISORY VOTE ON EXECUTIVE COMPENSATION
(THE SAY ON PAY VOTE)

(Item 5)

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted on July 21, 2010. As required by the Dodd-Frank Act, the Company seeks a non-binding advisory vote from its shareowners to approve the compensation of its Named Executive Officers as described in the Compensation Discussion and Analysis beginning on page 50 and the Executive Compensation section beginning on page 73. This proposal is also referred to as the say on pay vote.

The Company has designed its compensation programs to reward employees for producing sustainable growth consistent with the Company’s 2020 Vision, to attract and retain world-class talent and to align compensation with the long-term interests of our shareowners. We believe that our compensation policies and procedures are centered on apay-for-performance philosophy. In deciding how to vote on this proposal, the Board urges you to consider the following factors, which are more fully discussed in the Compensation Discussion and Analysis beginning on page 50:


	•	We tie pay to performance. The great majority of executive pay is not guaranteed. We set clear financial goals for corporate and business unit performance and differentiate based on individual achievement. We review how executive pay aligns with Company financial performance.

	•	We mitigate undue risk, including utilizing caps on potential payments, clawback provisions, retention provisions, multiple performance targets, and robust Board and management processes to identify risk.

	•	We have reasonable post-employment and change in control provisions that apply to executive officers in the same manner as the employee population generally.

	•	We amended our stock option and restricted stock plans under which additional awards may be granted to generally provide for accelerated vesting of future awards after a change in control only if an employee is also terminated within two years of the change in control (a double-trigger).

	•	We provide only modest perquisites that have a sound benefit to the Company’s business.

	•	We have adopted stringent share ownership guidelines, which all Named Executive Officers meet.

	•	We have a holding period on earned performance share units.

	•	Our Compensation Committee benefits from its utilization of an independent compensation consulting firm.

	•	We do not engage in certain compensation practices, including the following:


	○	We do not have employment contracts for the Chairman and Chief Executive Officer or other Named Executive Officers except outside the U.S. where required by law.

	○	We do not have separate change in control agreements or excise taxgross-ups.

	○	We do not have an executive retirement plan that provides extra benefits to the Named Executive Officers and do not include the value of equity awards in pension calculations.

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	○	We do not provide taxgross-ups for personal aircraft use or financial planning.

	○	We do not reprice underwater stock options.

The Board recommends that shareowners vote FOR the following resolution:

“RESOLVED, that the shareowners approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the executive compensation tables, and the related narrative.”

Because your vote is advisory, it will not be binding upon the Board. However, the Board values shareowners’ opinions and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

The Board of Directors recommends a vote
FOR
the advisory vote on executive compensation.

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ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE

(Item 6)

In addition to the advisory vote on executive compensation set forth in Item 5 above, the Dodd-Frank Act requires that shareowners have the opportunity to vote on how often they believe the advisory vote on executive compensation should be held in the future.

After thoughtful consideration and an ongoing dialogue with our shareowners, the Board believes that holding an advisory vote on executive compensation every year is the most appropriate policy for our shareowners and the Company at this time.

Our Board believes that good corporate governance and accountability to shareowners are not only marks of good management, but critical to a successful enterprise. Over time, shareowner dialogue has greatly influenced our advancement of effective corporate governance mechanisms to enhance long-term shareowner value. For example, we were one of the first major companies to expense stock options. We have also instituted annual elections of all of our Directors, adopted a majority vote by-law for uncontested Director elections, appointed an independent Presiding Director, and were one of the first companies to establish dedicated resources to actively engage our shareowners on an ongoing basis.

We anticipate that a say on pay vote conducted every year will complement a number of effective mechanisms already available to our shareowners which allow them to communicate with the Board regarding executive compensation or any other matter. Our shareowners have a variety of corporate governance mechanisms at their disposal for this purpose. These include a majority vote by-law, shareowner approval requirements for equity compensation plans, shareowner proposals, ~~were~~letters to individual Directors or the entire Board, voicing opinions at the Annual Meeting of Shareowners and our newly established shareowner forum. As with all of these practices, our Board will monitor the effectiveness of an annual advisory say on pay vote to ensure it remains a valuable tool for our shareowners.

Prior to voting on this proposal, shareowners are encouraged to read the Compensation Discussion and Analysis beginning on page 50 and the Executive Compensation section beginning on page 73, which more thoroughly discuss the Company’s compensation policies and programs.

While the Board recommends that shareowners vote to hold the say on pay vote every year, the voting options are to hold the say on pay vote every year, every two years or every three years. Shareowners may also abstain from voting on this proposal.

The Board of Directors recommends a vote for
holding the say on pay vote EVERY YEAR.

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SHAREOWNER PROPOSAL

(Item 7)

The following proposal was submitted by shareowners. If ~~the~~a shareowner proponent, or a representative who is qualified under state law, is present and submits such proposal for a vote, then the proposal will be voted upon at the Annual Meeting of Shareowners. Approval of ~~each of~~ the following ~~four proposals~~proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock voting in person or by proxy at the Annual Meeting of Shareowners. In accordance with federal securities regulations, we include the shareowner ~~proposals~~proposal plus any supporting ~~statements~~statement exactly as submitted by the ~~proponents.~~proponent. To make sure readers can easily distinguish between material provided by the ~~proponents~~proponent and material provided by the Company, we have put a box around material provided by the ~~proponents.~~proponent. If proposals are submitted by more than one shareowner, we will list only the primary filer’s name, address and number of shares held. We will provide the information regarding co-filers to shareowners promptly if we receive an oral or written request for the information.

Shareowner Proposal Regarding ~~an Advisory Vote on Executive Compensation (Item 3)~~

~~The Congregation of Benedictine Sisters, 285 Oblate Drive, San Antonio, Texas 78216, owner of 500 shares of Common Stock, and anotherco-filer,~~ ~~submitted the following proposal:~~

~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

~~RESOLVED — shareholders of~~~~Coca Cola~~recommend that the board of directors adopt a policy requiring that the proxy statement for each annual meeting contain a proposal, submitted by and supported by Company Management, seeking an advisory vote of shareholders to ratify and approve the board Compensation’s Committee Report and the executive compensation policies and practices set forth in the Company’s Compensation Discussion/Analysis.

~~SUPPORTING STATEMENT~~

Investors are increasingly concerned about mushrooming executive compensation especially when it is insufficiently linked to performance. In 2009 shareholders filed nearly 100 “Say on Pay” resolutions. Votes on these resolutions averaged more than 46% in favor. More than 20 companies had votes over 50%, demonstrating strong shareholder support for this reform. The Coca Cola resolution received 36.32%, a significant showing.

Investor, public and legislative concerns about executive compensation have reached new levels of intensity. A 2009 report by The Conference Board Task Force on Executive Compensation, noting that pay has become a flashpoint, recommends taking immediate and credible action “in order to restore trust in the ability of boards to oversee executive compensation” and calls for compensation programs which are “transparent, understandable and effectively communicated to shareholders.”

An Advisory Vote establishes an annual referendum process for shareholders about senior executive compensation. We believe this vote would provide our board and management useful information about shareholder views on the company’s senior executive compensation especially when tied to an innovative investor communication program.

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Approximately 30 companies have agreed to an Advisory Vote, including Apple, Ingersoll Rand, Microsoft, Occidental Petroleum, Prudential, Hewlett-Packard, Intel, Verizon, MBIA and PG&E. And nearly 300 TARP participants implemented the Advisory Vote in 2009, providing an opportunity to see it in action.

Influential proxy voting service RiskMetrics Group, recommends votes in favor, noting: “RiskMetrics encourages companies to allow shareholders to express their opinions of executive compensation practices by establishing an annual referendum process. An advisory vote on executive compensation is another step forward in enhancing board accountability.”

A bill mandating annual advisory votes passed the House of Representatives, and similar legislation is expected to pass in the Senate. However, we believe companies should demonstrate leadership and proactively adopt this reform before the law requires it.

We believe existing SEC rules and stock exchange listing standards do not provide shareholders with sufficient mechanisms for providing input to boards on senior executive compensation. In contrast, in the United Kingdom, public companies allow shareholders to case a vote on the “directors’ remuneration report,” which discloses executive compensation. Such a vote isn’t binding, but gives shareholders a clear voice that could help shape senior executive compensation.

We believe voting against the election of Board members to send a message about executive compensation is a blunt, sledgehammer approach, whereas an Advisory Vote provides shareowners a more effective instrument.

We believe that a company that has a clearly explained compensation philosophy and metrics, reasonably links pay to performance, and communicates effectively to investors would find a management sponsored Advisory Vote a helpful tool.

~~Statement Against Shareowner Proposal Regarding an Advisory Vote on Executive Compensation~~

~~The Board has thoughtfully considered the idea of an advisory vote on compensation and whether or not it would be a valuable tool for the Compensation Committee of the Board and for our shareowners.~~

In reviewing the matter, the Company has been actively engaged with a variety of our shareowners. We have talked to a number of our shareowners who are keenly supportive of the issue and other shareowners who do not support an advisory vote or remain unconvinced that it will be a useful tool. The Board also has taken into consideration potential legislation in the U.S. that would require our Company, and all public companies, to implement an advisory vote on executive compensation.

We continue to believe that this proposal advocates a less effective mechanism than those already in place for our shareowners, and one which will fail to express meaningful, specific input to the Compensation Committee regarding executive compensation matters.

Our shareowners already have several effective mechanisms available to allow them to communicate, or register dissatisfaction, with the Board regarding executive compensation or any other matter. These include a majority vote by-law, shareowner proposals, letters to individual Directors or the entire Board and addressing concerns directly to the Board and management at the Annual Meeting of Shareowners. Our shareowners also already have the power to approve, or

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~~disapprove, equity compensation plans for executives. These plans must be approved by shareowners, as well as material amendments to the plans and periodic approval of the performance criteria.~~

Overall, we believe the best mechanism available to our shareowners to voice their opinion about the Compensation Committee’s work is through the election of Directors, pursuant to the Company’s majority vote by-law. This vote is substantive because it determines who will serve on the Board and ultimately make decisions about compensation.

We believe it is relevant to point out that our Company consistently listens to and responds to shareowner concerns. For example, our Company was the first major company to expense stock options. We instituted annual election of Directors; instituted a majority vote by-law in uncontested Director elections; require shareowner approval of certain executive severance agreements and provide for an independent Presiding Director. The Company also was one of the first companies to establish dedicated resources to proactively engage our shareowners, and we continue that practice today. Finally, the Company has established procedures for shareowners to communicate directly with the Board and individual Directors. Those procedures are described on page 110.

The development of effective executive compensation policies and practices is complex and in doing its work the Compensation Committee takes into account numerous factors, as described in the Compensation Discussion & Analysis beginning on page 45. An annual “For” or “Against” advisory vote on compensation would not identify the particular elements of compensation with which our shareowners are concerned nor would it provide our Board with value-added input beyond what they already have regarding our shareowners’ various positions on executive compensation. It is also important to note that the advisory vote would not have legal bearing on any compensation arrangement.

The Board encourages shareowners to take advantage of the Company’s current policies and procedures for communicating with the Board and remains open to meaningful improvements in Board/shareowner communications.

~~The Board of Directors recommends a vote~~
~~AGAINST~~
~~the proposal regarding an advisory vote on executive compensation.~~

~~Shareowner Proposal Regarding an Independent Board Chair (Item 4)~~

~~International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue, N.W., Washington D.C. 20001, owner of 100 shares of Common Stock, submitted the following proposal:~~

~~RESOLVED:~~ ~~That stockholders of TheCoca-Cola~~ ~~Company(“Coca-Cola”~~ ~~or “Company”) ask the Board of Directors to adopt a policy that the Board’s chairman be an independent director who has not previously served as an executive officer ofCoca-Cola.~~ The policy should be implemented so as not to violate any contractual obligation. The policy should also specify: (a) how to select a new independent chairman if a current chairman ceases to be independent during the time between annual meetings of shareholders; and, (b) that compliance with the policy is excused if no independent director is available and willing to serve as chairman.

~~SUPPORTING STATEMENT:~~ ~~It is the responsibility of the Board of Directors to protect shareholders’ long-term interests by providing independent oversight of management. By setting~~

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agendas, priorities and procedures, the position of Chair is critical in shaping the work of the Board. Accordingly, we believe that having an independent Chairman is critical to having an effective Board that holds management accountable and provides strategic oversight and guidance.

~~An independent Chairman can also provide stability and continuity during senior management transitions, a major concern atCoca-Cola.~~ ~~In 2008,Coca-Cola~~ ~~appointed its fifthChairman/CEO~~ ~~in 13 years. WhileCoca-Cola~~ ~~separated the positions of Chairman and CEO as part of this transition, that separation was only temporary. CEO Muhtar Kent now serves as Chairman.~~

~~We believe thatCoca-Cola’s~~ ~~lackluster performance and excessive pay practices strengthen the need for an independent Chairman at our Company.Coca-Cola~~ ~~has significantly underperformed its self-constructed Peer Group Index over the past five years. According toCoca-Cola’s~~ ~~2008Form 10-K,~~ ~~a $100 investment inCoca-Cola~~ ~~on December 31, 2003 was worth $102 on December 31, 2008, versus $144 for the Peer Group Index.~~

However, former CEO E. Neville Isdell’s $25.3 million in total summary compensation in 2008 was more than three times the $8.0 million average total summary compensation for the Peer Group Index. Muhtar Kent’s total summary compensation for 2008 was $14.0 million.

~~The Corporate Library, a leading provider of independent corporate governance research and analysis, givesCoca-Cola~~ ~~a “F” governance rating, indicating major governance-related risk, and ratesCoca-Cola’s~~ board composition and executive compensation as areas of “very high concern,” noting “concerns about board entrenchment” and “concerns about the ability of the board to efficiently and effectively provide management oversight.”

~~The benefits of having an independent Chair are now widely-recognized by corporate governance experts. In a 2009 policy briefing titled,~~~~Chairing the Board: The Case for Independent Leadership in Corporate North America~~, The Millstein Center for Corporate Governance and Performance (Yale School of Management) stated that “the independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.”

~~Last year 29 percent of the vote by investors supported this proposal.~~

~~We urge shareholders to vote~~~~FOR~~~~this proposal.~~

~~Statement Against Shareowner Proposal Regarding an Independent Board Chair~~

The proposal seeks to separate the roles of Chairman of the Board and Chief Executive Officer and requests that the Board Chairman be an independent director who has not previously served as an executive officer of the Company.

Our Board approaches its work with the belief that good corporate governance and accountability to shareowners are not only marks of good management, but critical to a successful enterprise. We are strongly supportive of advancing appropriate and effective corporate governance mechanisms to enhance long-term shareowner value.

~~For example, our Company was the first major company to expense stock options. We instituted annual election of Directors; instituted a majority vote by-law in uncontested Director elections;~~

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require shareowner approval of certain executive severance agreements and provide for an independent Presiding Director. The Company also was one of the first companies to establish dedicated resources to proactively engage our shareowners, and we continue that practice today. Finally, the Company has established procedures for shareowners to communicate directly with the Board and individual Directors. Those procedures are described on page 110.

Our governance practices include designating an independent director to act as Presiding Director. The Presiding Director, James D. Robinson III, is former Chairman and CEO of American Express Company and a former non-Executive Chairman of Bristol-Myers Squibb Company. As Presiding Director and Chairman of the Committee on Directors and Corporate Governance of the Board, Mr. Robinson calls and presides over all meetings of non-employee Directors, at which the Chairman and Chief Executive Officer is not present, and performs other duties as determined by the non-employee Directors, as described on page 22.

~~While the Presiding Director is a key element to the effective functioning of our Board, it is important to note that the strong leadership ofall~~ of our independent Directors serves our shareowners very well by effectively overseeing management and providing rigorous oversight on strategy, risk and integrity. All Directors play an active role in overseeing the Company’s business both at the Board level and through the Board’s Committees. Our Directors are skilled and experienced leaders in business, education, government and public policy. They currently serve or have served as CEOs and members of senior management of Fortune 500 companies and investment banking firms and members of the U.S. Cabinet, the U.S. Senate and academia.

The Company’s existing governance structure also preserves the Board’s flexibility to select the best person to serve as Chairman of the Board. It also allows the Board the flexibility to make changes in the Company’s leadership structure when and if it believes circumstances so warrant and shareowner interests would be better served by a different leadership structure.

This flexibility to select the appropriate structure based on the specific needs of the business is critical, and it is part of the judgment a board should exercise. We believe that a specifically defined approach that ties the Board’s hands will not serve shareowners well over time.

This is not an academic discussion for our Board. The Board separated the roles of Chairman and CEO for a period of time when, in 2007, we instituted a structure wherein President and Chief Operating Officer Muhtar Kent succeeded Neville Isdell as Chief Executive Officer on July 1, 2008. Mr. Isdell remained Chairman of the Board until April 2009. At that time, this was seen by the Board as the appropriate structure to take the Company forward and ensure an orderly and successful leadership transition.

The combined roles of Chairman and CEO have served the Company’s shareowners well for many years, and we believe that combining the roles continues to be the appropriate leadership structure for the Company.

~~We encourage shareowners to learn more about our Company’s governance practices at our website,~~~~www.thecoca-colacompany.com.~~

~~The Board of Directors recommends a vote~~

~~AGAINST~~

~~the proposal regarding an independent board chair.~~

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~~Shareowner Proposal Regarding Restricted Stock (Item 5)~~

~~Elton Shepherd, 720 Buff Drive, N.E., Atlanta, Georgia 30342, owner of 26,336 shares of Common Stock, submitted the following proposal:~~

~~In 1983,Coca-Cola~~ ~~Established A Restricted Stock Program.~~

~~Coca-Cola~~ ~~Claims That Restricted Stock Is Not Free.~~

~~The cost of restricted stock is . . .~~ ~~ZERO.~~

~~Moreover, free restricted stock guarantees recipients a profit, even ifCoca-Cola’s~~ ~~stock price decreases.~~

~~Since 1983, $1.9 Billion Dollars Of Free Restricted Shares Have Been Awarded, Including These Grants . . .~~


~~Executive~~		~~Market Value of Free Restricted Stock On October 10, 2009~~

~~Goizueta~~		~~$614,000,000~~
~~Keough~~		~~$144,000,000~~


*~~Total~~*		~~$758,000,000~~

~~I Believe It Would Have Been Wiser To Reinvest This $1.9 Billion Dollars In Our Great Enterprise To Foster Its Continued Prosperity.~~

~~In 2003,Coca-Cola~~ ~~Established A Performance Share Unit Program.~~

~~Performance Share Units, Another Form Of Free Stock, Are Forfeited Unless Compound Financial Growth Targets Are Achieved.~~

~~During The2006-2008~~ ~~Performance Period, “Comparable” Earnings Per Share Growth Targets Were Established.~~

~~“Comparable” EPS, Which Exclude Certain Accounting Charges, Were Significantly Higher Than Actual EPS, Resulting In Larger Free Stock Awards.~~

Year “Comparable” EPS Actual EPS

2005 (Base Year) $2.17 $2.04
2006 $2.37 $2.16
2007 $2.70 $2.57
2008 $3.16 $2.49
2006-2008 Compound Growth
+13.4% +6.8%

~~Earnings Per Share Can Be Adjusted By Other Means.~~

~~In 2005, the Securities & Exchange Commission determined thatCoca-Cola~~ ~~inflated earnings per share by “channel stuffing” concentrate in Japan.~~

~~In 2008,Coca-Cola~~ ~~settled a “channel stuffing” lawsuit for $138 million dollars.~~

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~~Coca-Cola’s~~ ~~Restricted Stock Program Allows Our Board To “Amend The Plan Without A Shareowner Vote.”~~

~~Coca-Cola~~ ~~Has Repeatedly Used This Provision To Release Unvested, Free Shares To Departing Executives Including . . .~~


~~Executive~~	~~Market Value of Unvested Free Shares Upon Departure~~

~~Ivester~~	~~$ 98,000,000~~	~~. . .~~	~~Under Ivester our stock dropped from $58 to $52.~~
~~Stahl~~	~~$ 19,000,000~~

*~~Total~~*	~~$117,000,000~~

~~Coca-Cola~~ ~~Claims That My Proposal To Preclude The Release Of Unvested Free Shares, Unless Approved By Shareowners, Has Been Substantially Implemented.~~

~~However,Coca-Cola~~ ~~Continues To Release Unvested, Free Shares To Departing Executives Including . . .~~

~~Robert Woodruff Never Received Free Stock.~~

~~As ACoca-Cola~~ ~~Employee, I Received Stock Options Which I Support For All Employees.~~

~~I purchased all of my vested options, while unvested options were forfeited.~~

~~Thus, I believe departing executives should forfeit unvested, free restricted shares.~~

~~Your Vote Matters . . . I Believe Shareowner Support Of My Proposal Was A Key Reason Former CEO Daft’s 1,500,000 Unvested, Free Restricted Shares Were Forfeited When He Departed In 2004.~~

~~If your shares are held by a financial institution, please instruct your fiduciary to vote YES.~~

~~Resolved That Shareowners UrgeCoca-Cola’s~~ ~~Board That A Significant Percentage Of Future Awards Of Free Restricted Stock And Performance Share Units To Senior Executives And Board Members~~~~...~~

~~Are performance based.~~

~~Are tied to Company specific performance metrics, performance targets and timeframes clearly communicated to shareowners.~~

~~And, can not be released or substantially altered~~~~without a shareowner vote~~.

~~Statement Against Shareowner Proposal Regarding Restricted Stock~~

~~The proposal calls for “a significant percentage of future awards of free restricted stock and performance share units” issued “to senior executives and Board members” to be performance-based~~

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~~and tied to Company specific performance metrics, performance targets and timeframes clearly communicated to shareowners.~~

The Company has paid and continues to pay for performance. The Company agrees with the pay for performance approach and has implemented a policy reflecting this. This proposal has been substantially implemented. The proponent has not taken changes to our compensation program into consideration as part of his proposal, which is largely identical to the proposal he submitted last year and in previous years. Last year nearly 90% of the Company’s shareowners rejected this same proposal.

As a result of our pay for performance approach, for the last nine years the great majority of the restricted stock and performance share units awarded to the Company’s senior executives have had substantial performance criteria tied to the Company’s long-term performance measures. Consequently, the proposal inaccurately characterizes these awards. This stock is not “free”.

In 2001, the Company’s shareowners approved an amendment to the Company’s 1989 Restricted Stock Award Plan to allow for performance-based awards to key Company employees. This amendment lists the performance criteria from which the Compensation Committee of the Board may choose to grant an award. The performance measures established by the Compensation Committee are communicated to shareowners in the Company’s proxy statements. Where performance is not met, the awards are forfeited, in whole or in part.

For example, all of the performance-based restricted stock granted in May 2001, which had a compound annual growth in earnings per share target of 11% over the performance period, was forfeited because the performance was not achieved. One-third of the performance share units awarded for the 2004–2006 performance period were forfeited because the performance target for the three-year period was not fully met. Most recently, as described in more detail on page 54, the results for the 2007–2009 performance period were certified in February 2010 and executives earned 98% of the target shares because performance fell below the target level. The Compensation Committee only uses time-based restricted stock sparingly primarily in hiring situations and for retention.

The Compensation Committee has adopted a policy that would limit the release of unvested restricted shares. The policy provides for seeking shareowner approval of any severance arrangements for senior executives that result in payments in excess of 2.99 times total salary and bonus. The policy contains a specific provision addressing the early vesting of equity compensation.

~~Our compensation programs are designed to reward employees for producing sustainable growth for our shareowners. The Company~~~~already~~~~makes a significant portion of executive compensation subject to performance criteria aligned with creating return for our shareowners, and~~~~already~~~~ties awards of restricted stock and performance share units to specific performance targets and timeframes that are clearly communicated to shareowners. Therefore, the Company has~~~~already~~~~substantially implemented the proposal. As almost 90% of shareowners recognized last year, a vote for the proposal is unnecessary.~~

~~The Board of Directors recommends a vote~~
~~AGAINST~~
~~the proposal regarding restricted stock.~~

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~~Shareowner Proposal Regarding~~ a Report on Bisphenol-A ~~(Item 6)~~

Domini Social Investments, ~~536~~532 Broadway, ~~7th~~9th Floor, New York, New York 10012, owner of ~~31,228~~38,287 shares of Common Stock, and other co-filers, submitted the following proposal:

Bisphenol A Resolution

WHEREAS: Coca-Cola is the world’s largest beverage company, ~~annually~~ selling ~~almost 570~~1.6 billion servings of ~~beverages.~~beverages per day. A significant part ofCoca-Cola’s business includes selling beverages in aluminum cans. Our company has developed a valuable premium brand based on the trust of consumers and our company’s market leadership.

Coca-Cola’s Product Safety Policy states that Coke uses “the highest standards and processes for ensuring consistent product safety and quality.” Yet,Coca-Cola’s canned beverages use linings containing Bisphenol A (BPA), a potentially hazardous chemical.

BPA has received media attention for its use in polycarbonate plastic bottles, whichCoca-Cola does not use. However, BPA is ~~a chemical~~ also used in the epoxy lining of canned foods and beverages. BPA can leach out of these containers and into food and beverages, resulting in human exposures. BPA is known to mimic estrogen in the body; numerous animal studies link BPA, even at very low doses, to potential changes in brain structure, immune system, male and female reproductive systems, and changes in tissue associated with increased rates of breast cancer. Exposure to BPA by the very young, as well as pregnant women, are among the greatest concerns to experts.

A ~~recent~~ study published in the Journal of the American Medical Association ~~also~~ associated BPA with increased risk for human heart disease and diabetes. ~~The U.S.~~In January 2010, the US Food and Drug Administration ~~is reviewing~~reversed its stance on the safety of BPA, ~~after significant concerns were raised by its own scientific subcommittee~~concluding that the agency has “some concern” about the ~~validity~~potential effects of BPA on the brain, behavior, and prostate gland in fetuses, infants, and young children, and supports additional research. Most recently, Canada’s health and environmental agencies added BPA to its ~~previous analysis~~list of ~~the chemical.~~toxic chemicals.

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~~Manufacturers of baby~~Several food companies, including Hain Celestial, ConAgra, and ~~sports bottles~~H.J. Heinz are using BPA-free can linings for certain products, and have ~~been eliminating BPA-containing plastics due~~developed timelines to ~~consumer concerns. According~~transition to ~~US News & World Report, US-based Eden Organics has developed a can lining that does not contain BPA, and has been using it for several years.~~BPA-free packaging across all products. In contrast, the Washington Post reported in May 2009 thatCoca-Cola was involved in meetings to “devise a public relations and lobbying strategy to block government bans” of BPA in can linings.

The US Congress, as well as some US states and cities, have proposed legislation banning BPA in certain food and beverage packages. ~~Canada’s health agency has already bannedBPA-containing~~ ~~baby bottles.~~

In addition to potential bans, proponents believe our company faces liability or reputational risks from defending and continuing to use BPA in cans. For instance, class action lawsuits against other companies already contend that manufacturers and retailers of BPA-containing products failed to adequately disclose BPA’s risks.

RESOLVED: Shareholders request the Board of Directors to publish a report by September 1, ~~2010,~~2011, at reasonable cost and excluding confidential information, updating investors on how the company is responding to the public policy challenges associated with BPA, including summarizing what the company is doing to maintain its position of leadership and public trust on this issue, the company’s role in adopting or encouraging development of alternatives to BPA

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in can linings, and any material ~~risks~~risk to the company’s market share or reputation in staying the course with continued use of BPA.

Statement Against Shareowner Proposal Regarding a Report on Bisphenol-A

~~The~~This proposal asks shareowners to vote on whether they believe the Company should publish a report.

While the Board is respectful of the proponent’s request, the report requested would not provide additional or useful information to our shareowners that is not already available on our website.

Our position on Bisphenol-A (BPA), on the exploration for alternatives to BPA linings, and more broadly about the safety and quality of our products is already publicly available on our website,www.thecoca-colacompany.com. There we have provided as much detail relative to the proponent’s request as we can without divulging proprietary information. This would be the same information we would include in a written report.

Shareowners can be confident that the safety and ~~safety~~quality of our products is of the utmost importance to our Company and has been an enduring obligation for ~~more than 120~~125 years. ~~As described more fully in the Company’s 2008/2009 Sustainability Review, theCoca-Cola~~ system has rigorous standards and practices in place at each stage of our beverage manufacturing process to ensure the consistent safety and quality of our products. To view the Company’s Sustainability Review, go to the Company’s website at~~www.thecoca-colacompany.com, click on “Sustainability”, click on “Reports & Policies”, click on “Company Reports”.~~

AsTherefore, as with any issue related to the safety of packaging, we are monitoring the research and regulatory developments and engaging with stakeholders concerned about ~~Bisphenol-A (BPA).~~BPA. BPA is used worldwide in the packaging for thousands of products, and is the industry standard for the lining of ~~aluminum~~aluminum/steel food and beverage containers. BPA lining material plays a critical role in guarding against contaminants and at the same time extends the shelf life of foods and beverages.

~~The consensus among~~While we are confident about the safety of our aluminum cans, we are always looking for ways to improve our packaging. We are working closely with several suppliers who are seeking alternatives to can liners containing BPA. Any new material, assuming it has met all necessary safety reviews and regulatory agencies in Australia, Canada, Europe, Japan, New Zealand and the United States is that exposure to BPA through food and beverage packaging does not pose a health risk for the general public. Globally no regulatory agency responsible for food safety and public health has placed any restrictions on the use of BPA in aluminum or metal food and beverage packaging for consumers other than infants and toddlers.

It is physically impossible to consume enough canned beverages to ever approach the daily BPA limit established by leading health authorities in the United States, Europe and Canada. BPA levels in canned beverages are extremely low. In fact, based on a Canadian governmental survey of BPA in beverages, a 135-pound individualapprovals, also would have to ~~consume more than 14,800 12-ounce canned beverages a day in order to approach the U.S. Food~~meet our safety, quality and ~~Drug Administration (FDA) or European acceptable daily limit. Even using the more conservative Canadian limit, one would have to consume 7,400 12-ounce cans a day.~~

~~While BPA is found in some plastics used in consumer products, it is not used in any of our PET plastic or polyethylene beverage bottles.~~

We are committed to using the safest packaging materials for our products around the world. All components of containers that come into contact with food and beverages undergo safety assessments and stringent testing and must be permitted for use by the FDA in the U.S. and relevant health authorities internationally.functional requirements.

Our Company will continue to take ~~our~~ guidance on this issue from national and international regulatory authorities and to take whatever steps are necessary, based on sound scientific ~~principles,~~evidence, to ~~assure~~ensure that any package technology used for our products is safe for consumers. Today, regulatory

121

agencies in Australia, Canada, Europe, Germany, Japan, New Zealand and the United States affirm the safety of BPA as currently used in our ~~consumers.~~product packaging.

~~We do not~~Again, we believe ~~the production of the report~~that we are already more than adequately transparent relative to what is requested in this ~~proposal~~proposal. Beyond what we currently disclose, the Company has a legitimate need to protect proprietary information — both ours and our suppliers. We therefore believe a written report would ~~provide additional or useful information to our shareowners.~~be redundant and require an unnecessary expenditure of Company resources.

~~Information~~Additional information regarding the quality and safety of our products can be found on our website,www.thecoca-colacompany.com.

The Board of Directors recommends a vote
AGAINST
the proposal regarding a report on Bisphenol-A.

~~109~~122

QUESTIONS AND ANSWERS ABOUT
COMMUNICATIONS, SHAREOWNER PROPOSALS AND COMPANY DOCUMENTS


1.	How can I access the shareowner forum?

~~1. How do I~~

Shareowners may access our shareowner forum atwww.theinvestornetwork.com/forum/KO. The forum provides validated shareowners the ability to learn more about our Company, participate in a shareowner survey and submit ~~a proposal for action at~~questions in advance of the ~~2011~~ Annual Meeting of ~~Shareowners?~~Shareowners. Shareowners may also view the Company’s proxy materials, vote through the Internet and access the live webcast of the meeting through the shareowner forum. To access the forum, you must have your control number available, which can be found on your notice or proxy card.


2.	How do I submit a proposal for action at the 2012 Annual Meeting of Shareowners?

A proposal for action to be presented by any shareowner at the ~~2011~~2012 Annual Meeting of Shareowners will be acted upon only:


	•	if the proposal is to be included in the proxy statement, pursuant toRule 14a-8 under the 1934 Act, the proposal is received at the Office of the Secretary on or before November ~~5, 2010;~~11, 2011; or

	•	if the proposal is not to be included in the proxy statement, pursuant to our By-Laws, the proposal is submitted in writing to the Office of the Secretary on or ~~prior to~~before December ~~22, 2010,~~29, 2011, and such proposal is, under Delaware law, an appropriate subject for shareowner action.

In addition, the shareowner proponent, or a representative who is qualified under state law, must appear in person at the Annual Meeting of Shareowners to present such proposal.

Proposals should be sent to the Office of the Secretary by fax to(404) 676-8409 or by mail to the Office of the Secretary, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301 or bye-mail toshareownerservices@na.ko.com.

~~2. How does a person communicate with the Company’s Directors?~~


3.	How does a person communicate with the Company’s Directors?

Mail can be addressed to Directors in care of the Office of the Secretary, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301. At the direction of the Board, all mail received may be opened and screened for security purposes. The mail will then be logged in. All mail, other than trivial, obscene, unduly hostile, threatening, illegal or similarly unsuitable items will be forwarded. Trivial items will be delivered to the Directors at the next scheduled Board meeting. Mail addressed to a particular Director will be forwarded or delivered to that Director. Mail addressed to “Outside Directors” or “Non-Employee Directors” will be forwarded or delivered to the Chairman of the Committee on Directors and Corporate Governance. Mail addressed to the “Board of Directors” will be forwarded or delivered to the Chairman of the Board.

~~3. What is householding?~~


4.	What is householding?

As permitted by the 1934 Act, only one copy of this proxy statement is being delivered to shareowners residing at the same address, unless the shareowners have notified the Company of their desire to receive multiple copies of the proxy statement. This is known as householding.

The Company will promptly deliver, upon oral or written request, a separate copy of the proxy statement to any shareowner residing at an address to which only one copy was mailed. Requests for additional copies for the current year or future years should be directed to the Office of the Secretary as described in the response to question 1.2.

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Shareowners of record residing at the same address and currently receiving multiple copies of the proxy statement may contact our registrar and transfer agent, Computershare Trust Company, N.A. (“Computershare”), to request that only a single copy of the proxy statement be mailed in the future.

Contact Computershare by phone at(888) 265-3747 or by mail at 250 Royall Street, Canton, MA 02021.

Beneficial owners, as described in the response to question 3 on page 2, should contact their broker or bank.

~~110~~

~~4. Where can I see the Company’s corporate documents and SEC filings?~~


5.	Where can I see the Company’s corporate documents and SEC filings?

The Company’s website contains the Company’s Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, the Committee Charters, the Codes of Business Conduct and the Company’s SEC filings. To view ~~the Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, Committee Charters or Codes of Business Conduct,~~these documents, go towww.thecoca-colacompany.com, click on “Investors” and click on “Corporate ~~Governance.”~~Governance”. To view the Company’s SEC filings and Forms 3, 4 and 5 filed by the Company’s Directors and ~~Executive Officers,~~executive officers, go towww.thecoca-colacompany.com,click on “Investors” and click on “SEC ~~Filings.”~~Filings”.

~~5. How can I obtain copies of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct?~~


6.	How can I obtain copies of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct?

The Company will promptly deliver free of charge, upon request, a copy of the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct to any shareowner requesting a copy. Requests should be directed to the Office of the Secretary as described in the response to question 1.2.

You can also print copies of ~~the Corporate Governance Guidelines, the Committee Charters or the Codes of Business Conduct~~these documents from the Company’s website atwww.thecoca-colacompany.com.

~~6. How can I obtain copies of the Company’s Annual Report onForm 10-K?~~


7.	How can I obtain copies of the Company’s Annual Report onForm 10-K?

The Company will promptly deliver free of charge, upon request, a copy of the ~~Company’s Annual Report on~~Form 10-K ~~for the fiscal year ended December 31, 2009~~ to any shareowner requesting a copy. Requests should be directed to the Company’s Consumer and Industry Affairs Department, TheCoca-Cola Company, P.O. Box 1734, Atlanta, Georgia 30301.

~~111~~124

OTHER INFORMATION

The Company has made previous filings under the Securities Act of 1933, as amended, or the 1934 Act that incorporate future filings, including this proxy statement, in whole or in part. However, the Report of the Compensation Committee and the Report of the Audit Committee shall not be incorporated by reference into any such filings.

Management does not know of any items, other than those referred to in the accompanying Notice of Annual Meeting of Shareowners, which may properly come before the meeting or other matters incident to the conduct of the meeting.

As to any other item or proposal that may properly come before the meeting, including voting on a proposal omitted from this proxy statement pursuant to the rules of the SEC, it is intended that proxies will be voted in accordance with the discretion of the proxy holders.

The form of proxy and this proxy statement have been approved by the Board of Directors and are being provided to shareowners by its authority.

~~CAROL CROFOOT HAYES~~GLORIA K. BOWDEN
Associate General Counsel and Secretary

Atlanta, Georgia

March ~~5, 2010~~10, 2011

The ~~2009~~2010 Annual Report onForm 10-K includes our financial statements for the fiscal year ended December 31, ~~2009.~~2010. We have furnished the ~~2009~~2010 Annual Report onForm 10-K to all shareowners. The ~~2009~~2010 Annual Report onForm 10-K does not form any part of the material for the solicitation of proxies.

~~112~~125

Appendix A

PERFORMANCE INCENTIVE PLAN
OF THECOCA-COLA COMPANY
As Amended and Restated as of February 16, 2011

I. Plan Objective

The purpose of the Performance Incentive Plan of TheCoca-Cola Company is to promote the interests ofThe Coca-Cola Company (the “Company”) by providing additional incentive for participating officers and other employees who contribute to the improvement of operating results of the Company and to reward outstanding performance on the part of those individuals whose decisions and actions most significantly affect the growth and profitability and efficient operation of the Company.

The Company intends for the Awards payable to certain Executives under this Plan to be performance-based compensation under Code Section 162(m).

II. Definitions

The terms used herein will have the following meanings:

“Award” means an amount calculated and awarded under the Plan to a Participant.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means TheCoca-Cola Company.

“Compensation Committee” means the Compensation Committee of the Board (or a subset thereof) consisting of not less than two members of the Board, each of whom is an “outside director” under Code Section 162(m).

“Employee” means any person regularly employed on a full-time or part-time basis by the Company or a Related Company.

“Executive” means any Employee whose compensation is within the purview of the Compensation Committee pursuant to the Compensation Committee’s practices and policies.

“Management Committee” means the committee appointed by the Compensation Committee to administer the Plan.

“Minority-Owned Related Company” means any corporation or business organization in which the Company owns, directly or indirectly, during the relevant time, 20% or more, but less than 50%, of the voting stock or capital.

“Participant” means an Employee who satisfies the eligibility requirements set forth in Section IV of the Plan.

“Performance Period” means the time period for which a Participant’s performance is measured for purposes of receiving an Award.

“Plan” means this Performance Incentive Plan of TheCoca-Cola Company.

“Plan Year” means the12-month period beginning January 1 and ending December 31.

“Related Company” means any corporation or business organization in which the Company owns, directly or indirectly, during the relevant time, either (i) 50% or more of the voting stock or capital where such entity is not publicly held, or (ii) an interest which causes the other entity’s financial results to be consolidated with the Company’s financial results for financial reporting purposes.

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III. Administration

The Plan will be administered by the Compensation Committeeand/or the Management Committee. No person, other than members of these committees, shall have any discretion concerning decisions regarding the Plan. The Compensation Committeeand/or the Management Committee, in its sole discretion, will determine which of the Participants to whom, and the time or times at which, Awards will be granted under the Plan, and the other conditions of the grant of the Awards. The provisions and conditions of the grants of Awards need not be the same with respect to each grantee or with respect to each Award.

The Compensation Committee will, 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 will make determinations and will take such other action in connection with or in relation to accomplishing the objectives of the Plan as it deems necessary or advisable. Each determination or other action made or taken by the Compensation Committee or the Management Committee pursuant to the Plan, including interpretation of the Plan and the specific conditions and provisions of the Awards granted hereunder will be final and conclusive for all purposes and upon all persons including, but without limitation, the Company, any Related Company, the Compensation Committee, the Management Committee, the Board, officers, the affected Employees of the Company or Related Companies, and any Participant or former Participant under the Plan, as well as their respective successors in interest.

IV. Eligibility and Participation

a. Eligibility. Eligibility for participation in the Plan is determined in the sole discretion of the Compensation Committee or the Management Committee. An Employee is eligible to participate in the Plan if 1) the Employee is compensated in an amount at least equal to the minimum salary grade guideline established annually by the Management Committee, and 2) the Employee is recommended for participation in the Plan by his or her immediate superior and is approved for such participation by the operating head of the Employee’s unit.

The fact that an Employee is eligible to participate in the Plan in one Plan Year does not assure that the Employee will be eligible to participate in any subsequent year. The fact that an Employee is eligible to participate in the Plan for any Plan Year does not mean that the Employee will receive an Award in any Plan Year. The Compensation Committee or the Management Committee will determine an Employee’s eligibility for participation in the Plan from time to time prior to or during each Plan Year.

b. Participation. In the case of Executives, generally, the Compensation Committee annually will select the Participants no later than 90 days after the beginning of a Performance Period (or, if shorter, before 25% of the Performance Period has elapsed) in accordance with Code Section 162(m). Following such selection by the Compensation Committee, the Participants will be advised they are participants in the Plan for a Performance Period.

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V. Performance Criteria and Performance Goals

a. Performance Criteria. Performance will be measured based upon one or more objective criteria for each Performance Period. Criteria will be measured over the Performance Period. No later than 90 days of the beginning of a Performance Period (or, if shorter, before 25% of the Performance Period has elapsed), the Compensation Committee shall specify in writing which of the following criteria will apply during such Performance Period, as well as any applicable matrices, schedules, or formulae applicable to weighting of such criteria in determining performance. Only Performance Criteria that have been approved by shareowners shall be used for awards to Executives.


	•	increase in shareowner value;
	•	earnings per share;
	•	stock price;
	•	net income;
	•	return on assets;
	•	return on shareowners’ equity;
	•	increase in cash flow;
	•	operating profit or operating margins;
	•	revenue growth of the Company;
	•	operating expenses;
	•	quality as determined by the Company’s Quality Index;
	•	economic profit;
	•	return on capital;
	•	return on invested capital;
	•	earnings before interest, taxes, depreciation and amortization;
	•	goals relating to acquisitions or divestitures;
	•	unit case volume;
	•	operating income;
	•	brand contribution;
	•	value share of Non AlcoholicReady-To-Drink segment;
	•	volume share of Non AlcoholicReady-To-Drink segment;
	•	net revenue;
	•	gross profit;
	•	profit before tax;
	•	number of transactions (number of physical packages sold);
	•	productivity; and
	•	service level.

Any of the performance criteria can be applied on an absolute basis or on a relative basis (e.g., as a relative comparison to a peer group, industry index, broad-base index, etc.), and may be calculated for a single year or calculated on a compound basis over multiple years.

b. Performance Goals. Using any applicable matrices, schedules, or formulae applicable to weighting of the performance criteria, the Compensation Committee will develop, in writing, performance goals for the Participants for a Performance Period, no later than 90 days of the start of the Performance Period (or, if shorter, before 25% of the Performance Period has elapsed) in which they would apply. The Compensation Committee shall have the right to use different performance criteria for different Participants. When the Compensation Committee sets the performance goals for a Participant, the Compensation Committee shall establish the general, objective rules which will be used to determine the extent, if any, that a Participant’s performance goals have been met and the specific, objective rules, if any, regarding any exceptions to the use of such general rules, and any such specific, objective rules may be designed as the Compensation Committee deems appropriate to take into account any extraordinary or one-time or other non-recurring items of income or expense or gain or loss or any events, transactions or other circumstances that the Compensation Committee deems relevant in light of the nature of the performance goals set for the Participant or the assumptions made by the Compensation Committee regarding such goals.

In the case of an Executive, in the event that a Participant is assigned a performance goal following the time at which performance goals are normally established for the Performance Period due to placement in a position, or due to a change in position after the start of the Performance Period, the Performance Period for such Participant may be the portion of the Plan Year or original Performance Period remaining, whichever is applicable. In such case, the Compensation Committee will develop in writing performance goals for each such Participant before 25% of the Performance Period in which they would apply elapses.

VI. Awards

An Award to a Participant will be based on a percentage of the Participant’s base salary. The Management Committee (or the Compensation Committee) has discretion to adjust base salary for the purposes of the Plan.

The Compensation Committee or the Management Committee may, in each of their respective sole discretion, adjust the Award for each Participant based upon that Participant’s over achievement or under achievement in terms of his or her individual performance and the performance of the Participant’s operating unit during the Plan

A-3

Year. However, if any amount of the Award is based upon criteria other than objective measures established in accordance with Section V, the excess will not be performance based compensation under Code Section 162(m).

a. Hiring or Termination During Performance Period. An Employee who is selected as a Participant after the beginning of a Plan Year or a Participant who retires, who dies, or whose employment is transferred to a Related Company or Minority-Owned Related Company prior to the end of such Plan Year will be eligible to receive a pro rata share of an Award based on participation during any portion of such Plan Year if, in the sole discretion of the Compensation Committee or the Management Committee, such an award is merited. A Participant whose employment is otherwise terminated prior to the end of such Plan Year will not be eligible for an Award.

b. Termination of Employment Prior to Payment. A Participant shall receive payment of an Award for any Performance Period if his or her employment with the Company or a Related Company has terminated before the date the Award is actually paid unless the Compensation Committee in the exercise of its absolute discretion affirmatively directs the Company not to pay such Award to, or on behalf of, such Participant.

c. Award Limits. A Participant shall not receive payment of an Award for any Performance Period in excess of $12,000,000.

VII. Determination and Timing of Awards

At the end of each applicable Performance Period, the Compensation Committee shall certify the extent, if any, to which the measures established in accordance with Section V have been met. All Awards to Participants who are Executives will be made by the Compensation Committee in its sole discretion. Awards to all other Participants shall be made by the Management Committee in its sole discretion. Awards will be paid for a particular Plan Year on the March 15^th following the end of the Plan Year, or if March 15^th is not a business day, the first business day immediately preceding the March 15^th following the end of the Plan Year.

VIII. Method of Payment of Awards

a. Payments of Awards. Except as otherwise provided in this Plan, Awards for each Participant will be paid in cash.

b. Deferral of Payment of Award. An Award paid in cash may be deferred under TheCoca-Cola Company Deferred Compensation Plan (or comparable international plan, if any) if the language of the applicable plan so provides.

c. Recapture of Award.

(i) If, within one year after receiving an Award, any Employee (a) renders services for any organization which, in the sole judgment of the Compensation Committee or Management Committee, is or becomes competitive with the Company, or (b) is terminated for a violation of any written policy of the Company, the Employee shall reimburse the Company the full amount of the Award, except where prohibited by local law.

(ii) The Company shall also seek to recover any Award paid to any Executive as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback” provision required by law or the listing standards of the New York Stock Exchange.

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d. Withholding for Taxes. The Company will have the right to deduct from any and all Award payments any taxes required to be withheld with respect to such payment, including hypothetical taxes under the Company’s International Service Program Policyand/or Tax Equalization Policy. For Participants who are International Service Associates or other international employees, all taxes remain the Participant’s responsibility, except as expressly provided in the Company’s International Service Policyand/or Tax Equalization Policy. The Company and any Related Company (i) make no representations or undertaking regarding the treatment of any taxes in connection with any Award; and (ii) do not commit to structure the terms of the Award to reduce or eliminate the Participant’s liability for taxes.

e. Payments to Estates. Awards and interest thereon, if any, which are due to a Participant pursuant to the provisions hereof and which remain unpaid at the time of his or her death will be paid in full to the Participant’s estate.

f. Offset for Monies Owed. Any payments made under this Plan will be offset for any monies that the Management Committee determines are owed to the Company or any Related Company.

IX. Amendment and Termination

The Compensation Committee may amend, modify, suspend, reinstate or terminate this Plan in whole or in part at any time or from time to time; provided, however, that no such action will adversely affect any right or obligation with respect to any Award theretofore made. The Compensation Committee and the Management Committee may deviate from the provisions of this Plan to the extent such committee deems appropriate to conform to local laws and practices.

X. Applicable Law

The Plan and all rules and determinations made and taken pursuant hereto will be governed by the laws of the State of Delaware, to the extent not preempted by federal law, and construed accordingly.

XI. Effect on Benefit Plans

Awards will not be included in the computation of benefits under any group life insurance plan, travel accident insurance plan, personal accident insurance plan or under Company policies such as severance pay and payment for accrued vacation, unless required by applicable laws.

XII. Change in Control

If there is a Change in Control as defined in this Section XII at any time during a Plan Year, (1) the Compensation Committee or the Management Committee promptly shall determine the Award which would have been payable to each Participant under the Plan for such Plan Year if he had continued to work for the Company for such entire year and all performance goals established under Section V had been met in full for such Plan Year by multiplying his target percentage by his annual salary as in effect on the date of such Change in Control and (2) each such Participant’s nonforfeitable interest in his Award (as so determined by the Compensation Committee or the Management Committee) thereafter shall be determined by multiplying such Award by a fraction, the numerator of which shall be the number of full, calendar months he is an employee of the Company during such Plan Year and the denominator is 12 or the number of full calendar months the Plan is in effect during such Plan Year, whichever is less. The payment of a Participant’s nonforfeitable interest in his Award under this Section XII shall be made in cash as soon as practicable after his employment by the Company terminates or as soon as practicable after the end of such Plan Year, whichever comes first.

A “Change in Control,” for purposes of this Section XII, will mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) as in effect on January 1, 2004, provided that such a change in control will be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act as in effect on January 1, 2004) is or becomes the beneficial owner (as defined inRule 13d-3 under the Exchange Act as in effect on January 1, 2004) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two consecutive years or less, individuals who

A-5

at the beginning of such period constituted the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the shareowners of the Company approve any merger or consolidation as a result of which its stock will be changed, converted or exchanged (other than a merger with a wholly-owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company, and such merger, consolidation, liquidation or sale is completed; or (iv) the shareowners of the Company approve any merger or consolidation to which the Company is a party as a result of which the persons who were shareowners of the Company immediately prior to the effective date of the merger or consolidation will have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation, and such merger, consolidation, liquidation or sale is completed; provided, however, that no Change in Control will be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred, the Board determines otherwise. Additionally, no Change in Control will be deemed to have occurred under clause (i) if, subsequent to such time as a Change of Control would otherwise be deemed to have occurred, a majority of the Directors in office prior to the acquisition of the securities by such person determines otherwise.

A-6

Appendix B

THECOCA-COLA COMPANY
1989 RESTRICTED STOCK AWARD PLAN
(As Amended and Restated through February 16, 2011)

Section 1. Purpose

The purpose of the 1989 Restricted Stock Award Plan of TheCoca-Cola Company (the “Plan”) is to advance the interest of TheCoca-Cola Company (the “Company”) and its Related Companies (as defined in Section 4 hereof), by encouraging and enabling the acquisition of a financial interest in the Company by officers and other key employees through grants of restricted shares of Company Common Stockand/or performance share units (the “Awards”, or singly, an “Award”). The Plan is intended to aid the Company and its Related Companies in retaining officers and key employees, to stimulate the efforts of such employees and to strengthen their desire to remain in the employ of the Company and its Related Companies. In addition, the Plan may also aid in attracting officers and key employees who will become eligible to participate in the Plan after a reasonable period of employment by the Company or its Related Companies.

Section 2. Administration

The Plan shall be administered by a committee (the “Committee”) appointed by the Board of Directors of the Company (the “Board”) or in accordance with Section 7, Article III of the By-Laws of the Company (as amended through October 20, 2005) from among its members and shall be comprised of not less than three (3) members of the Board. The Committee shall determine the officers and key employees of the Company and its Related Companies (including officers, whether or not they are directors) to whom, and the time or times at which, Awards will be granted, the number of shares to be awarded, the time or times within which the Awards may be subject to forfeiture, and all other conditions of the Award. The provisions of the Awards need not be the same with respect to each recipient.

The Committee is authorized, subject to the provisions of the Plan, to establish such rules and regulations as it deems necessary or advisable for the proper administration of the Plan and to take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each action made or taken pursuant to the Plan, including interpretation of the Plan and the Awards granted hereunder by the Committee, shall be final and conclusive for all purposes and upon all persons, including, without limitation, the Company and its Related Companies, the Committee, the Board, the Officers and the affected employees of the Companyand/or its Related Companies and their respective successors in interest.

Section 3. Stock

The stock to be issued under the Plan pursuant to Awards shall be shares of Common Stock, $.25 par value, of the Company (the “Stock”). The Stock shall be made available from treasury or authorized and unissued shares of Common Stock of the Company. The total number of shares of Stock that may be issued pursuant to Awards under the Plan, including those already issued, may not exceed 40,000,000 shares (subject to adjustment in accordance with Section 8). Shares of Stock previously granted pursuant to Awards, but which are forfeited pursuant to Section 5, below, shall be available for future Awards.

Section 4. Eligibility

Awards may be granted to officers and key employees of the Company and its Related Companies who have been employed by the Company or a Related Company (but only if the Related Company is one in which the Company owns on the grant date, directly or indirectly, either (i) 50% or more of the voting stock or capital where such entity is not publicly held, or (ii) an interest which causes the Related Company’s financial results to be consolidated with the Company’s financial results for financial reporting purposes) for a reasonable period of time determined by the Committee. The term “Related Company” shall mean any corporation or other business organization in which the Company owns, directly or indirectly, 20 percent or more of the voting stock or capital at the applicable time.

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Notwithstanding any other provision of the Plan, Awards, including performance share unit awards, may only be granted to employees if they are employed at the time the Award is initially granted; however, Awards in the form of performance share units or other share units may be settled in shares of Stock after the employee’s termination of employment, if such employee qualifies for such a settlement under the terms of the Award.

No employee shall acquire pursuant to Awards granted under the Plan more than twenty (20) percent of the aggregate number of shares of Stock issuable pursuant to Awards under the Plan.

Section 5. Awards

Effective for grants on or after February 16, 2011, and except as otherwise specifically provided in the grant of an Award, Awards shall be granted solely for services rendered to the Company or any Related Company and shall be subject to the following terms and conditions:

(a) If at any time the recipient terminates employment after attaining age 60 and completing ten Years of Service, dies or becomes disabled, such recipient shall be entitled to retain the number of shares subject to the Award if such shares have been issued, unless otherwise specified at the time of grant.

(b) If the recipient terminates employment from the Company or a Majority-Owned Company within two years of a Change in Control, such recipient shall be entitled to retain the number of shares subject to the Award, unless otherwise specified at the time of grant. The term “Majority-Owned Related Company” shall mean any corporation or other business organization in which the Company owns, directly or indirectly, 50 percent or more of the voting stock or capital at the relevant time.

(c) Notwithstanding anything else herein, in the event of a Change in Control of the Company whereby the Award is to be i) cancelled or not assumed by the other party to the Change of Control, or ii) not replaced by substantially similar equity awards in the other party to the Change of Control, the recipient shall be entitled to retain the number of shares subject to the Award, unless otherwise specified at the time of grant.

(d) The Stock subject to an Award shall be forfeited to the Company if the employment of the employee by the Company or Related Company terminates for any other reason.

“Disabled” means a condition for which a recipient becomes eligible for and receives a disability benefit under the long term disability insurance policy issued to the Company providing Basic Long Term Disability Insurance benefits pursuant to TheCoca-Cola Company Health and Welfare Benefits Plan, or under any other long term disability plan which hereafter may be maintained by the Company or a Related Company, provided that the recipient is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months.

“Years of Service” means “Years of Vesting Service” as that term is defined in the Employee Retirement Plan of TheCoca-Cola Company.

“Change in Control” means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as in effect on January 1, 2002, provided that such a change in control shall be deemed to have occurred at such time as (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), is or becomes the beneficial owner (as defined inRule 13d-3 under the Exchange Act as in effect on January 1, 2002) directly or indirectly, of securities representing 20% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; (ii) during any period of two consecutive years or less, individuals who at the beginning of such period constituted the Board of Directors of the Company cease, for any reason, to constitute at least a majority of the Board of Directors, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; (iii) the shareholders of the Company approve any merger or consolidation as a result of which the Common Stock shall be changed, converted or exchanged (other than a merger with a wholly-owned subsidiary of the Company) or any liquidation of the Company or any sale or other disposition of 50% or more of the assets or earning power of the Company, and such merger, consolidation, liquidation or sale is completed; or (iv) the shareholders of the Company approve any merger or consolidation to which the

B-2

Company is a party as a result of which the persons who were shareholders of the Company immediately prior to the effective date of the merger or consolidation shall have beneficial ownership of less than 50% of the combined voting power for election of directors of the surviving corporation following the effective date of such merger or consolidation, and such merger or consolidation is completed; provided, however, that no Change in Control shall be deemed to have occurred if, prior to such time as a Change in Control would otherwise be deemed to have occurred, the Board of Directors determines otherwise. Additionally, no Change in Control will be deemed to have occurred under clause (i) if, subsequent to such time as a Change in Control would otherwise be deemed to have occurred, a majority of the Directors in office prior to the acquisition of the securities by such person determines otherwise.

(e) Awards may contain such other provisions, not inconsistent with the provisions of the Plan, as the Committee shall determine appropriate from time to time.

(f) Performance-Based Awards.

1. The Committee, which shall be comprised of two or more outside directors meeting the requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) may select from time to time, in its discretion, executive officers, senior vice-presidents and other key executives of the Company and its Related Companies, to receive awards of restricted stock or performance share units under the Plan, in such amounts as the Committee may, in its discretion, determine (subject to any limitations provided in the Plan), the release of which will be conditioned upon the attainment of certain performance targets (“Performance-Based Awards”). With respect to individuals residing in countries other than in the United States, the Committee may authorize alternatives that deliver substantially the same value, including, but not limited to, promises of future restricted stock awards provided that the grant and subsequent release is contingent upon attainment of certain performance targets under this section.

2. The Committee shall determine the performance targets and the Measurement Period (as defined below) that will be applied with respect to such grant. Grants of Performance-Based Awards may be made, and the performance targets applicable to such Performance-Based Awards may be defined and determined, by the Committee no later than ninety days after the commencement of the Measurement Period. The performance criteria applicable to Performance-Based Awards will be one or more of the following criteria:


	•	increase in shareowner value (e.g., total shareowner return);
	•	earnings per share;
	•	stock price;
	•	net income;
	•	return on assets;
	•	return on shareowners’ equity;
	•	increase in cash flow;
	•	operating profit or operating margins;
	•	revenue growth of the Company;
	•	operating expenses;
	•	quality as determined by the Company’s Quality Index;
	•	economic profit;
	•	return on capital;
	•	return on invested capital;
	•	earnings before interest, taxes, depreciation and amortization;
	•	goals relating to acquisitions or divestitures;
	•	unit case volume;
	•	operating income;
	•	brand contribution;
	•	value share of Non AlcoholicReady-To-Drink segment;
	•	volume share of Non AlcoholicReady-To-Drink segment;
	•	net revenue;
	•	gross profit;
	•	profit before tax;
	•	number of transactions (number of physical packages sold);
	•	productivity; and
	•	service level.

At the time the Committee sets the performance criteria, the Committee shall define the criteria and any adjustments to be applied. The performance criteria may be applied to the Company as a whole or to

B-3

a particular business unit, or a combination thereof, as determined at the time of grant applicable to the particular recipient.

The Measurement Period will be a period of at least one year, determined by the Committee in its discretion, commencing on January 1 of the first year of the Measurement Period and ending on December 31 of the last year of the Measurement Period. The Measurement Period may be subject to adjustment as the Committee may provide in the terms of each award. For newly hired or eligible individuals, the Measurement Period may consist of a partial year or years. The Committee may specify an additional required holding period after the Measurement Period.

3. Except as otherwise provided in the terms of the award, shares awarded in the form of Performance-Based Awards shall be eligible for release (the “Release Date”) on March 1 following the completion of the Measurement Period.

4. Shares awarded in the form of Performance-Based Awards will be released only if the Controller of the Company (or, for non-financial measures, the appropriate approver) and the Committee certify that the performance targets have been achieved during the Measurement Period.

5. In addition to the other limitations in the Plan, a recipient may not receive Performance-Based Awards in a single year valued in excess of $20 million at the time of the Award.

6. Performance-Based Awards granted pursuant to this Section 5(d) are intended to qualify as performance-based compensation under Section 162(m) of the Code and shall be administered and construed accordingly.

(g) No Award shall be released unless the employee properly, timely and unconditionally executes (by any means approved by the plan administrator or the Director, Executive Compensation) an agreement provided in connection with the Award.

Section 6. Nontransferability of Awards

Shares of Stock subject to Awards shall not be transferable and shall not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of at any time prior to the first to occur of Retirement on a date which is at least five (5) years from the date of grant of an Award and on or after the date on which the employee has attained the age of 62, death or disability of the recipient of an Award or a Change in Control.

Section 7. Rights as a Stockholder

An employee who receives an Award shall have rights as a stockholder with respect to Stock covered by such Award to receive dividends in cash or other property or other distributions or rights in respect to such Stock and to vote such Stock as the record owner thereof.

In the case of performance share units or other share units, the Committee has sole discretion as to whether a recipient shall receive dividends or dividend equivalents prior to the release of the shares, subject to the terms, conditions and restrictions described in the applicable agreement.

In the case of performance share units or other share units, the Committee has sole discretion as to whether shares will be issued after the date performance is certified or just prior to the release date. If shares are issued just prior to the release date, the recipient shall be deemed to have share units equal to the number of shares earned for the period between the date performance is certified and the date shares are issued.

Section 8. Adjustment in the Number of Shares Awarded

In the event there is any change in the Stock through the declaration of stock dividends, through stock splits or through recapitalization or merger or consolidation or combination of shares or otherwise, the Committee or the Board shall make an appropriate adjustment in the number of shares of Stock thereafter available for Awards.

B-4

Section 9. Recapture of Award

The Company shall seek to recover any Award paid to any executive as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback” provision required by law or the listing standards of the New York Stock Exchange.

Section 10. Taxes

(a) If any employee properly elects, within thirty (30) days of the date on which an Award is granted, to include in gross income for federal income tax purposes an amount equal to the fair market value (on the date of grant of the Award) of the Stock subject to the Award, such employee shall make arrangements satisfactory to the Committee to pay to the Company in the year of such Award, any federal, state or local taxes required to be withheld with respect to such shares. If such employee shall fail to make such tax payments as are required, the Company and its Related Companies shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the employee any federal, state or local taxes of any kind required by law to be withheld with respect to the Stock subject to such Award.

(b) Each employee who does not make the election described in paragraph (a) of this Section shall, no later than the date as of which the restrictions referred to in Section 5 and such other restrictions as may have been imposed as a condition of the Award, shall lapse, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of any federal, state or local taxes of any kind required by law to be withheld with respect to the Stock subject to such Award, and the Company and its Related Companies shall, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the employee any federal, state, or local taxes of any kind required by law to be withheld with respect to the Stock subject to such Award.

(c) The Committee may specify when it grants an Award that the Award is subject to mandatory share withholding for satisfaction of tax withholding obligations by employees. For all other Awards, whether granted before or after this paragraph 9(c) was added to this Plan, tax withholding obligations of an employee may be satisfied by share withholding, if permitted by applicable law, at the written election of the employee prior to the date the restrictions on the Award lapse. The shares withheld will be valued at the average of the high and low market prices at which a share of Stock was sold on the date the restrictions lapse (or, if such date is not a trading day, then the next trading day thereafter), as reported on the New York Stock Exchange – Composite Transactions listing.

Section 11. Restrictive Legend and Stock Power

Each certificate evidencing Stock subject to Awards shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such award. Any attempt to dispose of Stock in contravention of such terms, conditions, and restrictions shall be ineffective. The Committee may adopt rules which provide that the certificates evidencing such shares may be held in custody by a bank or other institution, or that the Company may itself hold such shares in custody until the restrictions thereon shall have lapsed and may require, as a condition of any Award, that the recipient shall have delivered a stock power endorsed in blank relating to the Stock covered by such Award.

Section 12. Amendments, Modifications and Termination of Plan

The Board or the Committee may terminate the Plan, in whole or in part, may suspend the Plan, in whole or in part from time to time, and may amend the Plan from time to time, including the adoption of amendments deemed necessary or desirable to qualify the Awards under the laws of various states (including tax laws) and under rules and regulations promulgated by the Securities and Exchange Commission with respect to employees who are subject to the provisions of Section 16 of the Exchange Act, or to correct any defect or supply an omission or reconcile any inconsistency in the Plan or in any Award granted thereunder, without the approval of the stockholders of the Company; provided, however, that no action shall be taken without the approval of the stockholders of the Company which may increase the number of shares of Stock available for Awards or withdraw administration from the Committee, or permit any person while a member of the Committee to be eligible to receive an Award. Without limiting the foregoing, the Board of Directors or the Committee may make amendments applicable or inapplicable only to participants who are subject to Section 16 of the Exchange Act. No amendment or termination or

B-5

modification of the Plan shall in any manner affect Awards therefore granted without the consent of the employee unless the Committee has made a determination that an amendment or modification is in the best interest of all persons to whom Awards have theretofore been granted. The Board or the Committee may modify or remove restrictions contained in Sections 5 and 6 on an Award or the Awards as a whole which have been previously granted upon a determination that such action is in the best interest of the Company. The Plan shall terminate when (a) all Awards authorized under the Plan have been granted and (b) all shares of Stock subject to Awards under the Plan have been issued and are no longer subject to forfeiture under the terms hereof unless earlier terminated by the Board or the Committee.

Section 13. Governing Law

Except to extent preempted by Federal Law, this Plan shall be construed, governed and enforced under the laws of the State of Delaware (without regard to the conflicts of law principles thereof) and any and all disputes arising under this Plan are to be resolved exclusively by courts sitting in Delaware.

THECOCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN
ADDENDUM

For French Tax Residents

The Committee has determined that it is necessary and advisable to establish a subplan for the purpose of permitting Awards to qualify for French favorable tax and social security treatment. Therefore, Awards granted under the Plan to employees and officers (the “French Employees”) of Related Companies in France may be granted under the terms of this Addendum to the Plan and applying to the Performance Share Agreement, provided that such Awards shall not have terms that would not otherwise be allowed under the general terms of the Plan. The authorization to grant Awards under this Addendum shall be for a limited period ending February 28, 2018.

1. Unless otherwise defined herein, the terms defined in this Addendum shall have the same meanings as defined in the Plan and in the Performance Share Agreement. In the event of a conflict between the terms and conditions of the Plan, this Addendum and the Performance Share Agreement, the terms and conditions of the Plan shall prevail except for the following additional terms that shall be defined as follows:

“Disability” means disability as determined in categories 2 and 3 underArticle 341-4 of the French Social Security Code.

“Related Companies” means the companies within the meaning of Article L.225-197-2 of the French Commercial Code or any provision substituted for same.

“Closed Period” means (i) ten quotation days preceding and following the disclosure to the public of the consolidated financial statements or annual statement of TheCoca-Cola Company; or (ii) the period as from the date the corporate management entities (involved in the governance of the company, such as the Board, Committee, supervisory, in the case it would be disclosed to the public, significantly impact the quotation of the shares of the Company) until ten quotation days after the day such information is disclosed to the public.

2. This addendum shall be applicable to French Employees and corporate officers (e.g., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de sociétés, Président de sociétés par actions) of a Related Company and who is a French tax resident at the time of the grant.

3. Any Awards granted under this Addendum shall include a performance period of at least two years followed by a minimum two-year Holding Period.

4. Awards may be granted only to French Employees who hold less than ten percent (10%) of the outstanding Shares of the Company at the Date of Grant, being specified that a grant can not entitle a French Employee to hold more than ten percent (10%) of the outstanding Stock of the Company.

5. The shares: (i) shall not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of until the end of the Holding Period, and (ii) shall, if the French Employee’s continuous employment with the Related Companies shall terminate for any reason (except as otherwise provided in items 9 and 10, herein) before the end of

B-6

the Performance Period, be forfeited to the Company forthwith, and all the rights of the Employee to such Performance Shares Agreement shall immediately terminate.

6. Unless and until such time as Shares awarded are issued, the Employee shall have no ownership of the Shares allocated to the awards and shall have no right to vote and to receive dividends, if applicable, subject to the terms, conditions and restrictions described in the Plan, in the Performance Share Agreement and herein.

7. The Employee shall hold the Shares awarded during each Holding Period of 2 years starting on the Performance Certification Date. As from the end of each Holding Period (the release Date), the corresponding Shares shall be freely transferable, subject to applicable legal and regulatory provisions in force.

8. For compliance purpose with French law, the Shares granted shall not be transferable during the Closed Period.

9. In the event of the death of an Employee occurring prior to the Release Date,his/her heirs and assigns may claim the release of the Shares of the deceased Employee within six (6) months following the date of death. Thereafter, the award will lapse and be null and void. Provision of the Performance Share Agreement shall apply. However, the Employee’s heirs shall not be bound by the holding period as defined in item 7 above.

10. In the event of the Disability of an Employee occurring prior to the Release Date, the Shares will be issuedand/or released to the Employee within the period defined in the Performance Share Agreement and following the acknowledgement by the Company of the Disability. The Employee shall not be bound by the holding period as defined in item 7 above.

11. Any additional and specific condition to the grant of Shares shall be contained in the Performance Share Agreement (i.e. Continuous Employment, Performance Conditions).

B-7

~~002CS40013~~. NNNNNNNNNNNN Admission Ticket MMMMMMMMMMMMMMM C123456789 IMPORTANT ANNUAL MEETING INFORMATION 000004 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ~~000000000.000000 ext 000000000.000000 ext 000004~~ MR A SAMPLE Electronic Voting Instructions DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 NNNNNNN MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNNNN C123456789 C 1234567890 J N T 0 2 4 5 1 5 1 1234 5678 9012 345 Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X 0154QE 1 U PX + Annual Meeting Proxy Card . + Proposals — You must sign the card on the reverse side for your vote to be counted. The Board of Directors recommends a vote FOR Proposal 2. The Board of Directors recommends a vote AGAINST Proposals 3, 4, 5 and 6. 01 — Herbert A. Allen 02 — Ronald W. Allen 03 — Cathleen P. Black 06 - Muhtar Kent 07 — Donald R. Keough 08 — Maria Elena Lagomasino 11 — James D. Robinson III 12 — Peter V. Ueberroth 13 — Jacob Wallenberg 1. Election of Directors: For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as Independent Auditors 3. Shareowner Proposal regarding an Advisory Vote on Executive Compensation For Against Abstain For Against Abstain 5. Shareowner Proposal regarding Restricted Stock 4. Shareowner Proposal regarding an Independent 6. Shareowner Proposal regarding a Report on Bisphenol-A Board Chair For Against Abstain For Against Abstain 04 - Barry Diller 09 — Donald F. McHenry For Against Abstain A The Board of Directors recommends a vote FOR all the nominees listed. 05 — Alexis M. Herman 10 — Sam Nunn 14 — James B. Williams Admission Ticket _IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.___Electronic Voting Instructions Electronic Voting is available ADD 1 24 hours a day, 7 days a week ADD 2 ADD 3 Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy. ADD 4 NNNNNNNNN ADD 5 Vote by Internet ADD 6• Log on to the Internet and go to www.envisionreports.com/coca-cola• Follow the steps outlined on the secured website. Vote by telephone• Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada ~~and Puerto Rico~~ any time on a touch tone telephone. There is NO CHARGE to you for the call.• Follow the instructions provided by the recorded message. VALIDATION DETAILS ARE LOCATED BELOW IN THE ~~SHADED~~TITLE BAR. Using a black ink pen, mark your votes with an X as shown in X Proxies submitted by the Internet or telephone must be received by 1:this example. Please do not write outside the designated areas. 12:00 ~~a.m., Central Time,~~noon, EDT, on April ~~21,~~27, 2011. Annual Meeting Proxy Card 1234 5678 9012 345 3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 A Proposals — You must sign the card on the reverse side for your vote to be counted. The Board of Directors recommends a vote FOR all the nominees listed. + 1. Election of Directors: For Against Abstain For Against Abstain For Against Abstain 01 — Herbert A. Allen 06 — Alexis M. Herman 11 — Sam Nunn 02 - Ronald W. Allen 07 — Muhtar Kent 12 — James D. Robinson III 03 — Howard G. Buffett 08 — Donald R. Keough 13 — Peter V. Ueberroth 04 — Barry Diller 09 — Maria Elena Lagomasino 14 — Jacob Wallenberg 05 — Evan G. Greenberg 10 — Donald F. McHenry 15 — James B. Williams The Board of Directors recommends a vote FOR Proposal 2, 3, 4, 5 and every 1 Year for Proposal 6. For Against Abstain For Against Abstain 2. Ratification of the appointment of Ernst & Young LLP as independent auditors 5. Advisory vote on executive compensation (say on pay vote) 3. Approval of the performance measures available under the Performance Incentive Plan 1 Yr 2 Yrs 3 Yrs Abstain of The Coca-Cola Company to preserve the tax deductibility of the awards 6. Advisory vote on the frequency of holding the say 4. Approval of the performance measures available under The Coca-Cola Company 1989 on pay vote Restricted Stock Award Plan to preserve the tax deductibility of the awards The Board of Directors recommends a vote AGAINST Proposal 7. For Against Abstain 7. Shareowner proposal regarding a report on Bisphenol-A C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND NNNNNNN1 U P X 1 1 0 8 8 2 A MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND + 002CS40013 01A45F

~~2010. G21976_002~~ . ~~+ Please sign exactly~~2011 Annual Meeting Admission Ticket Annual Meeting of Shareowners of The Coca-Cola Company Wednesday, April 27, 2011, 1:00 p.m., local time Cobb Galleria Centre Two Galleria Parkway Atlanta, Georgia 30339 Upon arrival, please present this admission ticket and photo identification at the registration desk. Notice of Annual Meeting of Shareowners The Annual Meeting of Shareowners of The Coca-Cola Company (the “Company”) will be held at the Cobb Galleria Centre, Two Galleria Parkway, Atlanta, Georgia 30339, on Wednesday, April 27, 2011, at 1:00 p.m., local time. The purposes of the meeting are: 1. To elect 15 Directors identified in the accompanying proxy statement to serve until the 2012 Annual Meeting of Shareowners; 2. To ratify the appointment of Ernst & Young LLP as ~~name(s) appears hereon. Joint~~independent auditors of the Company to serve for the 2011 fiscal year; 3. To approve the performance measures available under the Performance Incentive Plan of The Coca-Cola Company to preserve the tax deductibility of the awards; 4. To approve the performance measures available under The Coca-Cola Company 1989 Restricted Stock Award Plan to preserve the tax deductibility of the awards; 5. To hold an advisory vote on executive compensation (the say on pay vote); 6. To hold an advisory vote on the frequency of holding the say on pay vote in the future; 7. To vote on one shareowner proposal if properly presented at the meeting; and 8. To transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting. The Board of Directors set February 28, 2011 as the record date for the meeting. This means that owners ~~should each sign. When signing~~of record of shares of Common Stock of the Company at the close of business on that date are entitled to:• receive this notice of the meeting; and• vote at the meeting and any adjournments or postponements of the meeting. We will make available a list of shareowners of record as ~~attorney, executor, administrator, corporate officer, trust, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within~~of the ~~box. Signature 2 — Please keep signature within~~close of business on February 28, 2011 for inspection by shareowners during normal business hours from April 15 through April 26, 2011, at the ~~box. Meeting Attendance Mark box~~Company’s principal place of business, One Coca-Cola Plaza, Atlanta, Georgia 30313. This list also will be available to shareowners at the ~~right if you plan to attend~~meeting. By Order of the ~~Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. Date~~Board of Directors Gloria K. Bowden Associate General Counsel and ~~sign below. B Non-Voting Items~~Secretary 3 IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. 3 This Proxy is solicited on behalf of the Board of Directors of The Coca-Cola ~~Company~~Company. The undersigned, having received the Notice of Annual Meeting and Proxy Statement, hereby (i) appoints Alexander B. Cummings, Jr., Gary P. Fayard and + Geoffrey J. Kelly, and each of them, proxies with full power of substitution, for and in the name of the undersigned, to vote all shares of Common Stock of The Coca-Cola Company owned of record by the undersigned, and (ii) directs (a) Bank of America, N.A., Trustee under The Coca-Cola Company Thrift & Investment Plan, and/or (b) Banco Popular de Puerto Rico, Trustee under the Caribbean Refrescos, Inc. Thrift Plan, to vote in person or by proxy all shares of Common Stock of The Coca-Cola Company allocated to any accounts of the undersigned under such Plans, and which the undersigned is entitled to vote, in each case, on all matters which may come before the ~~2010~~2011 Annual Meeting of Shareowners to be held at the ~~Gwinnett Center, Grand Ballroom, 6400 Sugarloaf~~Cobb Galleria Centre, Two Galleria Parkway, ~~Duluth,~~Atlanta, Georgia ~~30097,~~30339, on April ~~21, 2010,~~27, 2011, at 9:1:00 ~~a.m.~~p.m. local time, and any adjournments or postponements thereof, unless otherwise specified herein. The proxies, in their discretion, are further authorized to vote (x) for the election of a person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter which the Board of Directors did not know would be presented at the ~~2010~~2011 Annual Meeting of Shareowners by a reasonable time before the proxy solicitation was made, and (z) on other matters which may properly come before the ~~2010~~2011 Annual Meeting of Shareowners and any adjournments or postponements thereof. You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The proxies cannot vote your shares unless you sign and return this card. ~~+ 2010~~B Non-Voting Items Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting Admission Ticket Annual Meeting of Shareowners of The Coca-Cola Company Wednes day, April 21, 2010, 9:00 a.m., local time Gwinnett Center, Grand Ballroom 6400 Sugarloaf Parkway Duluth, Georgia 30097 Upon arrival,Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. Date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trust, guardian or custodian, please ~~present this admission ticket and photo identification at~~give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the ~~registration desk. Notice of Annual Meeting of Shareowners~~box. Signature 2 — Please keep signature within the box. +



QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING			2

ELECTION OF DIRECTORS			810

DIRECTOR COMPENSATION			3542

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANY			4046

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			4449

COMPENSATION DISCUSSION AND ANALYSIS			4550

REPORT OF THE COMPENSATION COMMITTEE			6472

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			6472

EXECUTIVE COMPENSATION			6573

EQUITY COMPENSATION PLAN INFORMATION			93

~~COCA-COLA~~ ~~ENTERPRISES INC.~~			94101

REPORT OF THE AUDIT COMMITTEE			96103

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS			98105

~~PROPOSALS~~APPROVAL OF ~~SHAREOWNERS~~THE PERFORMANCE MEASURES AVAILABLE UNDER THE PERFORMANCE INCENTIVE PLAN OF THECOCA-COLA COMPANY TO PRESERVE THE TAX DEDUCTIBILITY OF THE AWARDS			~~100~~107

APPROVAL OF THE PERFORMANCE MEASURES AVAILABLE UNDER THECOCA-COLA COMPANY 1989 RESTRICTED STOCK AWARD PLAN TO PRESERVE THE TAX DEDUCTIBILITY OF THE AWARDS			112

ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE SAY ON PAY VOTE)			117

ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE			119

SHAREOWNER PROPOSAL			120

QUESTIONS AND ANSWERS ABOUT COMMUNICATIONS, SHAREOWNER PROPOSALS AND COMPANY DOCUMENTS			~~110~~123

OTHER INFORMATION			~~112~~125


~~20.~~24.	How are proxies solicited and what is the cost?


			Range of Potential
	Target Percentage		Payouts Based on
Name	of Base Salary	Maximum Plan Payment	Business Results	Actual Award
Mr. Kent	200%	$7,200,000	$0 - 5,832,000	$5,500,000
Mr. Cummings	125%	2,625,000	0 - 2,126,250	1,200,000
Mr. Fayard	125%	2,781,000	0 - 2,252,610	1,680,000
Mr. Finan	125%	2,953,125	0 - 2,392,031	1,505,000
Mr. Reyes	125%	2,267,625	0 - 1,627,021	1,400,000


	•	50% for overall Company business performance factor described above; and

	•	50% based on the performance of their respective operating group, measured by unit case volume growth and profit before tax growth, each weighted equally.


			Earnings Per Share
Unit Case			Growth (comparable
Volume Growth	Factor to be Applied	PLUS	currency neutral)	Factor to be Applied
4.0%	150%		8.0%	150%

3.0%	100%		6.0%	100%

1.0%	50%		1.0%	50%

0.9% or lower	0%		0.9% or lower	0%


	•	volume and value share gains;

	•	share of sales;

	•	currency gains and losses;

	•	total return to shareowners, including share price appreciation and dividends;

	•	impact of significant acquisitions and divestitures, including the CCE transaction;

	•	impact of significant innovations;

	•	internal equity and fairness; and

	•	progress toward the goals contained in the 2020 Vision and other strategic priorities.


Voluntary Separation
Name		Severance Payments		Acceleration of Vesting of Stock Options		Restricted Stock and PSUs		Pension Enhancement		Total

Mr. Kent	$	0	$	1,579,312	$	5,551,059	$	0	$	7,130,371

Mr. Cummings		0		0		0		0		0

Mr. Fayard		0		1,168,688		5,313,369		0		6,482,057

Mr. Finan		0		0		0		0		0

Mr. Reyes		40,621		1,250,807		5,018,850		0		6,310,278


Year	“Comparable” EPS	Actual EPS

2005 (Base Year)	$2.17	$2.04
2006	$2.37	$2.16
2007	$2.70	$2.57
2008	$3.16	$2.49
*2006-2008 Compound Growth*	*+13.4%*	*+6.8%*

~~Executive~~

~~Number of Unvested Free Shares Released~~

~~Minnick~~

~~19,228~~

~~released in 2007.~~

~~Mattia~~

~~13,379~~

~~PSU’s are converted to shares at retirement,~~~~if the executive has at least 5 years of service~~~~. Mattia retired in 2008 with just 3 years of service. These shares will be released in 2010, if performance criteria are met.~~