0001104659-13-015792.txt : 20130228 0001104659-13-015792.hdr.sgml : 20130228 20130228132222 ACCESSION NUMBER: 0001104659-13-015792 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130228 DATE AS OF CHANGE: 20130228 EFFECTIVENESS DATE: 20130228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA CO CENTRAL INDEX KEY: 0000021344 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 580628465 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-186948 FILM NUMBER: 13650707 BUSINESS ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 BUSINESS PHONE: 404-676-2121 MAIL ADDRESS: STREET 1: ONE COCA COLA PLAZA CITY: ATLANTA STATE: GA ZIP: 30313 S-8 1 a13-6193_1s8.htm S-8

 

As filed with the Securities and Exchange Commission on February 28, 2013

Registration No. 333-       

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

58-0628465

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

One Coca-Cola Plaza

Atlanta, Georgia 30313

(404) 676-2121

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 


 

The Coca-Cola Company Deferred Compensation Plan

(Full title of plans)

 


 

Bernhard Goepelt, Esq.

Senior Vice President, General Counsel and Chief Legal Counsel

The Coca-Cola Company

One Coca-Cola Plaza

Atlanta, Georgia 30313

(404) 676-2121

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

With a copy to:

 

Jared M. Brandman, Esq.

Securities Counsel

The Coca-Cola Company

One Coca-Cola Plaza

Atlanta, Georgia 30313

(404) 676-2121

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

(Check one):

 

Large accelerated filer x

Accelerated filer £

Non-accelerated filer o

Smaller reporting company £

(Do not check if a smaller reporting company)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to Be Registered

 

Title of Plan

 

Amount to
Be Registered

(1)

 

Proposed
Maximum
Offering
Price Per
Share (2)

 

Proposed
Maximum
Aggregate
Offering Price 
(2)

 

Amount of
Registration
Fee

 

Deferred Compensation Obligations

 

The Coca-Cola Company Deferred Compensation Plan

 

$

200,000,000

 

100

%

$

200,000,000

 

$

27,280

 

(1)         The Deferred Compensation Obligations are unsecured obligations to pay deferred compensation in the future in accordance with the terms of The Coca-Cola Company Deferred Compensation Plan.

 

(2)         Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h).

 

 

 



 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is being filed to register additional Deferred Compensation Obligations authorized for issuance under The Coca-Cola Company Deferred Compensation Plan, as amended and restated (the “Plan”).

 

$150,000,000 of Deferred Compensation Obligations were previously registered on a Registration Statement on Form S-8 (Registration No. 333-83290), filed on February 22, 2002 (the “Prior Form S-8”). As permitted by General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of the Prior Form S-8.

 

PART II                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.   Incorporation of Documents by Reference

 

The following documents have been previously filed by The Coca-Cola Company (the “Company”) with the Commission and are hereby incorporated by reference into this registration statement as of their respective dates:

 

(a)           our Annual Report on Form 10-K for the year ended December 31, 2012 (filed on February 27, 2013);

 

(b)           our Current Reports on Form 8-K filed on February 20, 2013 and February 21, 2013; and

 

(c)           the descriptions of the Common Stock set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, and any amendment or report filed for the purpose of updating those descriptions.

 

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered hereunder have been sold or that deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of the filing of such documents.

 

Item 4. Description of Securities.

 

The securities being registered hereby represent deferred compensation obligations (the “Obligations”) of the Company under The Coca-Cola Company Deferred Compensation Plan (the “Plan”). The securities represent contractual obligations of the Company to pay or distribute to participants in the Plan, upon their retirement, termination of employment and/or at certain other times, compensation, the receipt of which the participants have elected to defer, as adjusted for notional investment experience, in accordance with the terms of the Plan. The Obligations may also represent amounts that the Company has elected to credit to a participant’s account under the Plan, as adjusted. Amounts credited to a participant’s account are credited with earnings based on one or more notional investment measurements. The obligations are payable in cash upon retirement, termination of employment and/or at certain other times in a lump-sum distribution or in installments, at the election of the participant made in accordance with the Plan. There is no trading market for the Obligations.

 

The Obligations are unsecured general obligations of the Company and rank pari passu with other unsecured and unsubordinated indebtedness of the Company. The Obligations are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Any attempt by any person to transfer or assign benefits under the Plan, other than a claim for benefits by a Participant or his or her beneficiary (ies), will be null and void.

 

The Obligations are not convertible into any other security of the Company. No trustee has been appointed to take action with respect to the Obligations and each participant in the Plan will be responsible for enforcing his or her own rights with respect to the Obligations. The Company may establish a “rabbi trust” to serve as a source of funds from which it can satisfy the Obligations.

 

Participants in the Plan will have no rights to any assets held by a rabbi trust, except as general creditors of the Company. Assets of any rabbi trust will at all times be subject to the claims of the Company’s general creditors.

 

II-1



 

Item 5. Interests of Named Experts and Counsel.

 

Inapplicable.

 

Item 6. Indemnification of Directors and Officers.

 

Set forth below is a description of certain provisions of the restated certificate of incorporation, as amended, and by-laws of The Coca-Cola Company (the “registrant”) and the General Corporation Law of the State of Delaware (“DGCL”), as such provisions relate to the indemnification of the directors and officers of the registrant. This description is intended only as a summary and is qualified in its entirety by reference to the restated certificate of incorporation, as amended, the by-laws and the DGCL.

 

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, as amended, by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.

 

As permitted by the DGCL, the registrant’s restated certificate of incorporation, as amended, provides that directors will not be personally liable to the registrant or its shareowners for monetary damages for breach of fiduciary duty as a director, except for liability:

 

·              for any breach of the director’s duty of loyalty to the registrant or its shareowners,

 

·              for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

 

·              under Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions), or

 

·              for any transaction from which the director derived any improper personal benefit.

 

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the registrant’s directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

 

Article VII of the registrant’s by-laws provides that the registrant shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the registrant) by reason of the fact that he is or was a director, officer, employee, or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the registrant, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding the foregoing, except with respect to a proceeding to enforce rights to indemnification or

 

II-2



 

advancement of expenses under Article VII, the registrant is required to indemnify a person under this Article VII in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the registrant.

 

The registrant will also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the registrant to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the registrant unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

 

Article VII of the by-laws further provides that the registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the registrant. The registrant has purchased directors’ and officers’ liability insurance covering many of the possible actions and omissions of persons acting or failing to act in such capacities.

 

Article VII of the by-laws also provides that the registrant shall have the power to enter into indemnification agreements with any director, officer, employee or agent of the registrant in furtherance of the provisions of Article VII.

 

Item 7.  Exemptions from Registration Claimed.

 

Inapplicable.

 

Item 8.  Exhibits.

 

The exhibits to this registration statement are listed in the exhibit index that immediately precedes such exhibits and is incorporated herein by reference.

 

Item 9.  Undertakings

 

(a)  The Company hereby undertakes:

 

(1)  to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)    to include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

II-3



 

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

 

provided, however, that paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

 

(2)  that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question as to whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on the 28th day of February, 2013.

 

 

THE COCA-COLA COMPANY

 

 

 

 

 

 

 

By:

/s/ Gary P. Fayard

 

 

Name:

Gary P. Fayard

 

 

Title:

Executive Vice President and

 

 

 

Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

 

 

 

 

 

/s/ Muhtar Kent

 

Chairman, Board of Directors,

 

 

Muhtar Kent

 

Chief Executive Officer and a Director (Principal executive officer)

 

February 28, 2013

 

 

 

 

 

/s/ Gary P. Fayard

 

Executive Vice President and

 

February 28, 2013

Gary P. Fayard

 

Chief Financial Officer (Principal financial officer)

 

 

 

 

 

 

 

/s/ Kathy N. Waller

 

Vice President and Controller

 

February 28, 2013

Kathy N. Waller

 

(Principal accounting officer)

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Herbert A. Allen

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Ronald W. Allen

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Howard G. Buffett

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Richard M. Daley

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Barry Diller

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Evan G. Greenberg

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Alexis M. Herman

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Donald R. Keough

 

 

 

 

 



 

Signature

 

Title

 

Date

 

 

 

 

 

*

 

Director

 

February 28, 2013

Robert A. Kotick

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Maria Elena Lagomasino

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Donald F. McHenry

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Sam Nunn

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

James D. Robinson III

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Peter V. Ueberroth

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

Jacob Wallenberg

 

 

 

 

 

 

 

 

 

*

 

Director

 

February 28, 2013

James B. Williams

 

 

 

 

 

 

*By:

/s/ Gloria K. Bowden

 

 

Gloria K. Bowden

 

 

Attorney-in-Fact

 

 



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

5.1

 

Opinion of Alston & Bird LLP

 

 

 

23.1

 

Consent of Ernst & Young LLP

 

 

 

23.2

 

Consent of counsel (included in Exhibit 5.1)

 

 

 

24.1

 

Powers of Attorney

 


EX-5.1 2 a13-6193_1ex5d1.htm EX-5.1

Exhibit 5.1

 

ALSTON&BIRD LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA  30309-3424

 

404-881-7000

Fax: 404-253-8876

www.alston.com

 

Michael L. Stevens

Direct Dial: 404-881-7970

Email: mike.stevens@alston.com

 

February 28, 2013

 

The Coca-Cola Company

One Coca-Cola Plaza

Atlanta, Georgia  30313

 

 

Re:

Registration Statement on Form S-8 —

The Coca-Cola Company Deferred Compensation Plan

 

Ladies and Gentlemen:

 

We have acted as counsel to The Coca-Cola Company, a Delaware corporation (the “Company”), in connection with the above-referenced Registration Statement on Form S-8 (the “Registration Statement”) to be filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) to register under the Securities Act of 1933, as amended (the “Securities Act”), $200,000,000 of deferred compensation obligations (the “Obligations”), which may be issued by the Company pursuant to The Coca-Cola Company Deferred Compensation Plan (the “Plan”).  We are furnishing this opinion letter pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.

 

In connection with our opinion below, we have examined the Restated Certificate of Incorporation of the Company, the Bylaws, as Amended and Restated, of the Company, records of proceedings of the Board of Directors, or committees thereof, of the Company deemed by us to be relevant to this opinion letter, the Plan and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.  In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.

 

As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company, as we have deemed appropriate as a basis for the opinion hereinafter set forth, including without limitation, the Company’s representation to us that it has established and will maintain the Plan primarily for the purpose of providing compensation to a select group of management or highly compensated employees, as determined under Sections 201(2), 301(3), and 401(1) of the

 

Atlanta · Brussels · Charlotte · Dallas · Los Angeles · New York · Research Triangle · Silicon Valley · Ventura County · Washington, D.C.

 



 

Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.

 

Our opinion set forth below is limited to Title I of ERISA and the General Corporation Law of the State of Delaware, applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting such General Corporation Law and Constitution that, in our professional judgment, are normally applicable to transactions of the type contemplated by the Plan, and we do not express any opinion herein concerning any other laws.

 

This opinion letter is provided for use in connection with the transactions contemplated by the Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent.  The only opinion rendered by us consists of those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred beyond the opinion expressly stated.

 

Based on the foregoing, it is our opinion that (i) the Company has been duly authorized to incur the Obligations pursuant to the Plan, and the Obligations, when incurred in accordance with terms and conditions of the Plan, will be valid obligations of the Company to make payment to the holders thereof in accordance with the terms and conditions of the Plan; and (ii) the Plan is exempt from Parts 2, 3, and 4 of Subtitle B of Title I of ERISA (respectively, requirements regarding participation and vesting, funding, and fiduciary responsibility), and the plan document complies with the provisions of ERISA from which such plans are not exempt, including Part 5 of Subtitle B of Title I of ERISA (requirements regarding administration and enforcement).

 

We consent to the filing of this opinion letter as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

 

ALSTON & BIRD LLP

 

 

 

By:

/s/ Michael L. Stevens

 

 

Michael L. Stevens, Partner

 

2


EX-23.1 3 a13-6193_1ex23d1.htm EX-23.1

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the The Coca-Cola Company Deferred Compensation Plan, of our reports dated February 27, 2013, with respect to the consolidated financial statements of The Coca-Cola Company, and the effectiveness of internal control over financial reporting of The Coca-Cola Company, included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

 

 

 

/s/ Ernst & Young LLP

 

 

 

Ernst & Young LLP

 

 

Atlanta, Georgia

 

 

 

February 27, 2013

 

 


EX-24.1 4 a13-6193_1ex24d1.htm EX-24.1

Exhibit 24.1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS THAT each person whose signature appears below, does hereby appoint GARY P. FAYARD, Executive Vice President and Chief Financial Officer of The Coca-Cola Company (the “Company”), BERNHARD GOEPELT, Senior Vice President, General Counsel and Chief Legal Counsel of the Company, and GLORIA K. BOWDEN, Associate General Counsel and Secretary of the Company, or any one of them, as such person’s true and lawful attorney for such person and in such person’s name for the purpose of executing on such person’s behalf the (i) the Company’s Registration Statement on Form S-8, or any amendments or supplements thereto, for the registration of Common Stock, par value $.25 per share, of the Company in accordance with the authorization of the Board of Directors with respect to (a) the Caribbean Refrescos, Inc. Thrift Plan and (b) Western Container Corporation Retirement Savings Plan; (ii)  the Company’s Registration Statement on Form S-8, or any amendments or supplements thereto, for the registration of Deferred Compensation Obligations for issuance pursuant to The Coca-Cola Company Deferred Compensation Plan, as amended, (iii) any application for registration or qualification (or exemption therefrom) of such securities under the Blue Sky or other federal or state securities laws and regulations or the laws and regulations of any governmental entity outside the United States of America; and (iv) any other document or instrument deemed necessary or appropriate by any of them in connection with such application for registration or qualification (or exemption therefrom); and for the purpose of causing any such registration statement or any subsequent amendment or supplement to such registration statement to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended.

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Herbert A. Allen

 

Herbert A. Allen

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Ronald W. Allen

 

Ronald W. Allen

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Howard G. Buffett

 

Howard G. Buffett

 

Director

 



 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Richard M. Daley

 

Richard M. Daley

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Barry Diller

 

Barry Diller

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of February, 2013.

 

 

 

/s/ Evan G. Greenberg

 

Evan G. Greenberg

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Alexis M. Herman

 

Alexis M. Herman

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Donald R. Keough

 

Donald R. Keough

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 26th day of February, 2013.

 

 

 

/s/ Robert A. Kotick

 

Robert A. Kotick

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Maria Elena Lagomasino

 

Maria Elena Lagomasino

 

Director

 



 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Donald F. McHenry

 

Donald F. McHenry

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Sam Nunn

 

Sam Nunn

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ James D. Robinson III

 

James D. Robinson III

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Peter V. Ueberroth

 

Peter V. Ueberroth

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ Jacob Wallenberg

 

Jacob Wallenberg

 

Director

 

IN WITNESS WHEREOF, I have hereunto set my hand as of the 21st day of February, 2013.

 

 

 

/s/ James B. Williams

 

James B. Williams

 

Director

 


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