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The Coca-Cola Company (NYSE:KO)

2012 Annual General Meeting

April 25, 2012 9:30 am ET

Executives

Muhtar Kent - Chairman, Chief Executive Officer, President and Chairman of Executive Committee

Gloria K. Bowden - Associate General Counsel and Secretary

Analysts

Unknown Executive

Unknown Executive

Ladies and gentlemen, please welcome Muhtar Kent.

Muhtar Kent

Thank you. Thank you, and good morning, and welcome to the 2012 Annual General Meeting of The Coca-Cola Company. An organization that is everyday, passionately refreshing a thirsty world. We're honored that all of you could join us. We're delighted once again to be here again in beautiful Cobb Galleria. And special thanks again to our friend Warren Buffett, for helping start our meeting in such a great, positive way, and I'm sure you'll join me in sending him our good wishes.

We have some more surprises up ahead that I know, and I hope, you will enjoy. This now marks our fourth year in a row where we've conducted our Annual General Meeting here in Metro Atlanta. And it's such a privilege for us to share special moments like this with our friends, with our neighbors, with our colleagues and shareowners, who care deeply about Coca-Cola. And also about this great community that we've called home for the past 126 years.

To our hometown friends and to our guests from around the country and also guests from all around the world, thank you for being here. We have much to celebrate today. Our performance -- our business performance last year in 2011 was every bit as memorable as the celebrations that we staged here in Atlanta and all across the world to mark our special 125th anniversary last year. Many of you who are here today were here last year, at our annual meeting, and you got to experience a little part of that magic. The same magic that tens and thousands of folks here in Atlanta got to experience as we turned our building, headquarters in North Avenue, into an animated 26 story thank-you card. And also the same magic that generated worldwide media attention when we moved our secret formula into its new home in the new world of Coca-Cola.

And indeed, no matter where I traveled around the world last year, I was amazed and energized and touched by the genuine outpouring of support and affection for Coca-Cola as we celebrated that wonderful milestone in our history.

That energy, same energy, affection and passion transferred into our business in profound ways. In 2011, the incredible men and women of the Coca-Cola system created strong momentum towards our 2020 Vision of doubling our business in the course of this decade and winning with our bottling partners. For 2011, we posted healthy global volume growth of 5%, selling nearly 27 billion unit cases last year. Think of that. 650 billion servings of Coca-Cola and other products.

And we met and exceeded all our long-term growth targets for both volume, revenue, operating income and earnings per share. And also importantly, we gained -- continued to gain, market share in almost every single nonalcoholic beverage category that we competed in, and consumers last year reached -- now reach for our beverages 1.8 billion times every day. And notice, I didn't say 1.7, 1.8 now.

All of this to reinforce one thing, our belief. Our confident belief that our 2020 Vision is as clear, as solid, as sound today as when we got together with our leadership team and our bottling partners in 2008 -- at the end of 2008 in Florida, to begin crafting this shared vision for our future. A shared vision that's creating value. To put this value creation in perspective, around the time of that meeting, just after the midpoint of 2008, our stock was trading at about $41 a share. Yesterday, we closed at $74.12 a share. And coincidentally, that translates into $74 billion of additional market cap, $74 billion. And more importantly, reflects the total share owner return with dividends of over 100%, 101% to be exact, since late 2008. All this value created for you, our shareowners, in the midst of what I would say probably is the worst economic turmoil since the Great Depression, globally, and that's the reason why Business Week Magazine recently cited us as one of the top performing companies in the world, and exactly the same reason why the British Financial Times also recently said "Investors are sweet on Coke". And the same reason why Wells Fargo said we're firing on all cylinders, and also why last month, Fortune named us #4 on their annual list of the world's most admired companies, the first time that we're back in the top 5 since 1996.

And ladies and gentlemen, that's the reason why today, we're announcing a two-for-one stock split of Coca-Cola shares.

Thank you. Thank you. This is the 11th time in our 92-year of the history -- the 92 year history of our stock, 11th time, and also the first time again since 1996. It's further proof -- thank you. It's further proof about our confidence in our 2020 Vision, that our ability -- in our ability to double our business over the course of this decade. And it's also reflective of our desire to continue to create and share value with an ever-growing number of people and ever-growing number of organizations all across the world. And this creation of value translates across all of our 6 P's that make up our 2020 Vision: people, profit, portfolio, partners, planet and productivity. And let's just spend a minute taking a look at each of these important P's, beginning with people.

I cannot tell you how proud, how deeply proud I am today of the 150,000 men and women of the Coca-Cola Company, many of whom are here today. And also, so proud of the more than 700,000 strong system employees. Together with our bottling partners, who bring our brands to life, exciting ways, in many exciting ways each and every day, serving passionately our 20 million customers. Around the world, our associates set us apart, rallying behind with 1 voice, with focus behind our 2020 Vision and with intensity. That was true in Ireland, in Westburgh, when we recently, last year, inaugurated a brand-new plant. It was true in Rostov, in Russia, in southern Russia, where we did the same, and in New Jersey, again at the end of last year. Plants that I helped to inaugurate as we created, again in the midst of the worst economic downturn, new jobs. And importantly, everywhere that I traveled, I saw an incredible commitment to executing in the marketplace, to delivering for our customers and achieving extraordinary things.

In the wake of the heartbreaking devastation in Japan and in Thailand last year, our associates, bottling partners inspired us with all their incredible resilience and also their compassion and determination as they partnered closely with relief organizations like the International Red Cross to bring hope and to bring smiles. In fact, ladies and gentlemen, we're deeply honored to have with us today the Chairman of Sendai Coca-Cola Bottling Company, our Japanese bottling partner that was most affected in that terrible tragedy. And we have also Kamei-san, who's the Chairman and his wife, Mrs. Motoko Kamei, give them a warm welcome. Recognize them. Kamei-san, Mrs. Motoko Kamei, we can't tell you how proud we are -- how proud we are to have you in our Coca-Cola family. And also, ladies and gentlemen, I will never forget, I will never forget when, from our Board, Jimmy Robinson and Herbert Allen and I traveled together days after the earthquake to Tokyo, to Japan, to meet with Kamei-san, to meet with all our leadership team, to meet with all our bottling presidents, and Chairman of all our bottling partners, just days after the earthquake, where we also announced together with all our bottling partners a $30 million Coca-Cola Japan reconstruction fund. And in fact, I was in Tokyo just a few weeks ago when I was together with some students from one of the schools, one of the many schools that, that reconstruction fund helped to reconstruct. This past year, we have seen the incredible vitality, strength of the Japanese people. And as we look forward to even brighter days ahead at Sendai Coca-Cola, we'll also celebrate its 50th anniversary. Once again, thank you, Kamei-san.

Turning now to our second P, profit. In 2011, we increased our sparkling beverage portfolio by 4% and still beverage volume by 8% globally. All told, The Coca-Cola Company, your company, generated $47 billion of revenue last year. We delivered nearly 1 billion unit cases of incremental, incremental organic volume last year. Think of that. That's equal to adding a business to the Coca-Cola Company the size of Japan, which is our fifth largest market worldwide from a volume perspective. We increased our operating income by $1.7 billion in 2011 to reach $10.2 billion, the first time we've passed the $10 billion mark. And we became a stronger and better competitor as we gained market share again in every nonalcoholic beverage category where we chose to compete.

And earlier this year, we also announced our 50th consecutive annual dividend increase, raising our dividend to 8.5%. Raising our dividend 8.5%.

Now our third P, portfolio. We grew brand Coca-Cola, the oxygen of our business, by more than 3% for the year last year, posting the kind of growth that many people thought was impossible just a few years ago. That's nearly 350 million cases of incremental growth for Coca-Cola, again, adding that alone, adding about a business the size of Canada to our business last year, just with Coca-Cola, and Canada being another top 20 market. And we invested also in our 14 other billion-dollar brands including Minute Maid Pulpy, which grew a healthy 20% last year. And we've also introduced many more customers to Coca-Cola Freestyle last year and beautiful 21st century fountain units that can dispense more than 125 delicious beverages. We have one out in the foyer. Please, if you haven't done so up to now, try it.

Next, our fourth P, partners. Across every one of our 206 markets, countries we proudly serve, our hard working and passionate teams are engaged in forging strong and lasting partnerships that generate value. Generate value for our consumers, generate value for our customers, generate value for our communities where we proudly -- which we proudly serve and generating value for our shareowners. You saw some great examples of those partnerships, again out in the foyer. Partnerships like the one we have with Olympics, with Special Olympics, with World Wildlife Fund, with FIFA World Soccer Championships, and also with NASCAR and many more. All creating lasting value. All examples of creating lasting value. We also work closely with our bottling partners to create greater value for the 20 million retailers and customers, which we proudly and passionately serve, who sell our beverages and activate our brands across the world.

Another important health metric for our business, immediate consumption. Up 4% globally through enhanced in-store activations and many other programs like cold drink equipment offerings. In Latin America, and I believe we have, Pancho Reyes, President of our Latin American group here. Please recognize him. In Latin America, a new retail design initiative is helping small outlets, small and traditional retailers increase foot traffic and create more passion points in those stores. And here in the United States, our environmentally beneficial plant bottle. Environmentally beneficial plant bottle, the first in the world of beverages, has helped create greater sales, greater velocity and greater value for all our retailers, leading to our fifth P, planet. We believe firmly in the power of what we reference as the Golden Triangle, the Golden Triangle of business, government and civil society coming together to help solve some of the great challenges -- complicated challenges of the 21st century. And for us at Coca-Cola, sustainability is all about -- is much more than just doing good. It's absolutely essential. Essential to our business, a business that can only be strong as the communities which we serve. In 2011, again, we took an important, important step in creating the Office of Sustainability for The Coca-Cola Company, naming our first Chief Sustainability Officer, Bea Perez, who is here with us today. And working together, we witnessed great progress across a number of initiatives: Water, packaging, energy efficiency and carbon footprint, as well as community empowerment.

One such program regarding community empowerment is our 5 by 20 Initiative, which is designed to empower 5 million women by 2020, 5 million women. And we believe 5 by 20 is the world's single largest women's empowerment program for a commercial enterprise. By increasing access to training, access to micro-loans, access to financial services, support networks, mentoring, training, we are helping women build their businesses, support their families and improve their communities. In fact, by the end of this year, we expect to reach 300,000 women as we continue to test, continue to learn and continue to repeat success and scale up the programs that work. One of those 300,000 women is up here on the screen, Priti Gupta, a mother of 3 that lives -- who lives in rural India, north of New Delhi, in a town near Agra. She has a small store inside her home, just with a door leading up to 1 room. One store, which lacked electricity. The whole town lacks electricity. A solar-powered cooler was given to her by Coca-Cola. She now can sell cold beverages, stay open later, and also importantly, help her children study after dark, which she never was able to do.

And finally, our sixth P, productivity. We have successfully completed a 4-year program that created annualized savings for the Coca-Cola Company of more than $0.5 billion. We've just drawn 2 lines underneath it and completed it at the end of 2011. At the same time, the integration of our North American operations of Coca-Cola Enterprises into the Coca-Cola Company has moved very smoothly, opening up new pathways to growth, here in our critical flagship market. And in the process, delivering 8 quarters of consecutive growth for North America. Please recognize Sandy Douglas and Steve Cahillane, who are here with us, President of Coca-Cola North America and President of Coca-Cola Refreshment.

But for us, it's not about just achieving success, once or twice. It's about doing everything we can in our power to create the conditions to repeat success. That is responsibility. And to that end, we've launched a new productivity program to build on our current momentum.

Looking ahead, we see vast, vast opportunities for our company, for your company. We know that many good days and good nights are ahead. In fact, in the words of our good friend Will.i.am and the Black Eyed Peas, tonight's going to be a good night.

You know the song I'm talking about? Yes? And do you know the artist I'm talking about? So ladies and gentlemen, please join me in giving a warm welcome to Grammy award-winning singer-artist, Will.i.am.

[Presentation]

Will.i.am

Thank you, guys. Thank you, Muhtar, for the clap session. Now, why am I here today? At the annual shareholders meeting of the Coca-Cola Company? This obviously is not my normal thing. And I'm not the newest employee nor am I a paid endorser. But I wanted to be here because I consider myself a partner of the Coca-Cola family, and a partner in the business. Most people know me for my music, and that's cool. I love making music. But when I'm writing music, I'm filling voids. I look for voids in all things. I try to find ways to fill these voids. I fill them in writing songs. I fill them with technology, in philanthropy and in pop culture, or wherever I see the need. Innovation and technology are some of my passions, and that passion is what led me here to Coca-Cola today.

I came to Coca-Cola with an idea -- a fresh idea, to take what most people would call trash, like a plastic beverage container, and recycle it, and transform it into something cool, something fashionable, something valuable, something that will provide consumers with a more sustainable lifestyle choice. From the beginning, Muhtar and the Coca-Cola family respected and listened to my vision on how the end can be a restart, and they showed a genuine interest to partner. You're going to hear more in the months to come when we announce this partnership with Coca-Cola, and this partnership is something that I'm really, really excited about. I also know that I'm not the only one that wants to partner with Coca-Cola. The future is made each day by actions of people like Warren Buffett, Secretary of State Madeleine Albright and Ryan Seacrest, all who have partnered with the Coca-Cola Company for many years. And they feel the same way I do about the character and the values of this great company. Take a look.

[Presentation]

Will.i.am

By partnering together, I believe we can drive positive transformation and make this world a better place. And Muhtar, I look forward on being on stage with you next time, and you can sing a song and I do the dancing. We'll see.

I look forward to announcing this partnership together soon.

Muhtar Kent

Thank you. Thank you, Will.i.am. And we're extremely, extremely proud to have you as part of the Coca-Cola family. And likewise, I hope that you'll always think of me as a member of your extended musical family, just don't ask me to sing.

Will.i.am

See you guys.

Muhtar Kent

Ladies and gentlemen, I hope that you got a sense of a business, of a company, of a system, of an enterprise on the move here today. A company that is passionately refreshing a thirsty world, passionately building momentum, and passionately sharing value every single day. We look forward very much to continuing to share our story and this wonderful journey with all of you. And thank you, again. Let's give Will, again, a warm thanks.

What I'm going to do now is to formally open the business portion of this meeting, which will address 3 business items, details in your proxy statements.

During our question-and-answer session, I'm going to address some questions about these items, as well as any other business issues that you may wish to raise. Let me first introduce those who have joined me on the dais this morning. We have, on the far right, Gary Fayard, our Chief Financial Officer. In the middle, Bernhard Goepelt, who is the Chief Legal Counsel, our new Chief Legal Counsel, and this is his first meeting, annual general meeting as Chief Legal Counsel. And on my side, here on the left, Gloria Bowden, Associate General Counsel and our Secretary.

What I'd like to do now is introduce other members of our Board of Directors. And starting with Herbert Allen, President, CEO and Director of Allen and Company, privately held investment firm; next, we have Ron Allen, CEO of Aaron's Incorporated and former Chairman of the Board, CEO of Delta Airlines; Next, we have Howard Buffett, who is President of Buffett Farms and President of the Howard G. Buffett foundation; Next, we have Richard Daley, former 5-time Mayor of Chicago, City of Chicago, a managing partner of Tur Partners; next, we have Barry Diller, Chairman of the Board, and Senior Executive of IAC/InterActive Corporation; Next, we have Alexis Herman, Chairman, CEO of New Ventures, a corporate consulting company; Next, we have Don Keough, Chairman of the Board of Allen and Company and former President and Chief Operating Officer; Next, we have Bobby Kotick, President and Chief Executive Officer and Director of Activision Blizzard; Next, we have Mel Lagomazino, who's CEO of Genspring Family Offices, an international financial and wealth management firm; Next, we have Ambassador Don McHenry, distinguished professor in practice of diplomacy at Georgetown University; then we have Jimmy Robinson, who's cofounder and general partner of RRE ventures, a private information technology company; Then, we have Peter Ueberroth, Investor and Chairman of the Contrarian Group; next, from Sweden, we have Jacob Wallenberg, Chairman of the Board of Investor AB, a Swedish industrial holding company; Over here, we have Jimmy Williams, who's retired Chairman of the Board and CEO of SunTrust Banks; And finally, we have Evan Greenberg, who's Chairman, President and Chief Executive Officer of Ace Limited, a global insurance organization; and Senator Sam Nunn, Co-Chairman and CEO of the Nuclear Threat Initiative, who could not be with us due to conflicts.

We also have representatives from our independent auditing firm, Ernst & Young here today. We have Jim Turley, Don Zimmerman and Sean Richards.

Finally, I know we have many of our associates and alumni here with us today. I extend a very warm welcome once again to all of you.

Now proceeding on today's business. We'll plan to wrap up this meeting by 11:00 a.m. this morning. Based on our past experience, and because we have only 3 business items to be voted on, this should give us ample, ample time to more than adequately complete our business, address your questions, and hopefully also add a little fun into the mix.

The agenda for the meeting can be found in the packet located in each of your seats, also in the packet are our meeting procedures. Please read them and follow them. You'll also find a proxy statement, which will be useful in following the discussion about the business of today.

Here's how the meeting will flow. Our Corporate Secretary Gloria Bowden will briefly present the 3 management proposals to be voted on at this meeting. After each of the proposals are presented, I will present the Board's point of view and recommendation. After all 3 business items have been presented, I will conduct the Q&A session where I will take comments and questions on the 3 business items that are being voted on or any other appropriate topics that you would like me to address.

This format is somewhat different from previous meetings. We've made this change because we believe conducting a dedicated Q&A session after the proposals have been presented will allow for more questions to be addressed and will ultimately lead to a more productive dialogue. I'd like to assure you that it is my intent to cover each issue adequately. I may not be able to call on everyone who's here today with a question, but I will give as many people as possible the chance, the opportunity to speak. I also believe that it's important and it's fair to hear a diversity of opinions from as many people as possible. To that end, I will of course be taking most of the questions from you, who are attending today in person. But like last year, I will also take questions from share owners who could not attend the meeting but submitted questions in advance through the online share owners forum. We've been actually pleased with the popularity of this share owners forum, this year with over 135 questions submitted in advance. And I know that many share owners who are unable to attend in person are watching also the meeting right now via our webcast.

For attendees here in our audience, I'll take questions from the floor. I will also address questions that some of you chose to submit in our pre-function area right before the meeting started. So if I draw from one of those questions submitted earlier in the pre-function area, all of us will see that question appear on the screen behind me. We will identify you, and then we'll ask you to stand and read your question. I assure you, I have not -- I assure you, I have not seen those questions.

For questions directly from the floor, I will rely on the microphone attendants to help me select attendees wishing to address the meeting. The microphone attendants have their numbered paddles when the Q&A session begins. If you have a question, please raise your hand while remaining seated. Please wait for the attendant to call you -- on you then proceed to the aisle on the row that you're sitting, produce your admission card, please and introduce -- you'll be introduced by the attendant. And at that time, if you are a proxy, then at that point, proceed with your question either way. It is important that you address all your questions to the Chair. I will answer your question, or if need be, asked one of my colleagues to respond to the question. Please be brief. Please be pertinent. Questions from the floor are going to be limited, last like year, to 2 minutes. We are using a clock to make sure that we're all aware of the time as we are speaking, and you'll hear this chime when the 2 minutes are up.

Finally, out of respect for the number of people we have here today, please, I ask, that you address the meeting only once, and also that you keep your questions and comments to only 1 topic. Address the meeting once and also please keep your questions to 1 topic. Those are the meeting procedures.

I am, and will be very tolerant of the opinions expressed here even if they are different from mine. I will, however, be less tolerant of disruptive behavior, and I'm simply -- we're not going to allow disruptive behavior in this meeting.

Finally, if you need a ballot, please raise your hand now.

However, if you do not need a ballot, if you've already voted, unless you wish to change your vote. The polls are going to be open until the end of the business portion of the meeting, at which time, ballots will -- are going to be collected.

So Gloria, would you please bring us the secretary's report?

Gloria K. Bowden

The notice for this annual meeting and its related proxy statement were mailed beginning March 8, 2012 to all share owners of record as of February 27, 2012. Our inspectors of election from computer share trust company NA, advised that we have a quorum, represented by 83% of the total shares eligible to vote.

Muhtar Kent

Thank you, Gloria. The polls are now open. Again, there are only 3 matters to be voted at this morning. And after they are presented, we will take your questions. The first item is the election of directors. Then we'll take up the ratification of our appointment of our auditors. And the third and final item is the advisory vote to approve executive compensation.

Gloria, would you please present the first matter to be voted on?

Gloria K. Bowden

The first matter to consider is the election of directors. The company's bylaws require that every director stand for election each year. Therefore, all of the individuals, as listed in your proxy statement, are nominated for election for one-year terms expiring in 2013.

Muhtar Kent

Thank you, Gloria. I believe that we have one of the most knowledgeable, one of the most strategic and engaged boards in the business world today. They are highly qualified to represent you, our share owners, and their qualifications are outlined, beginning on Page 14 in the proxy statement. The composition of our board continues to evolve, and it is stronger today than it has ever been. As I just explained, I will take questions on this and any matters in just a moment during the Q&A. Now, please, Gloria, could we go to the second item?

Unknown Attendee

[Question Inaudible]

Muhtar Kent

As I said, I will take questions and answers after all the 3 items have been covered.

Unknown Attendee

[Question Inaudible]

Muhtar Kent

That is correct.

Unknown Attendee

[Question Inaudible]

Muhtar Kent

Would you please, wait until we continue with the -- I very openly, succinctly explained the procedures and I'm asking you to please, let us continue. Go ahead, Gloria.

Gloria K. Bowden

Our audit committee has appointed the firm of Ernst & Young, LLP to serve as the company's independent auditors for this fiscal year. And this item seeks ratification of this appointment.

Muhtar Kent

The board believes that our auditors, Ernst and Young, who are represented here today, serve the company and shareholders well and recommends a vote for the ratification of their appointment. The ratification today is a routine matter. But if there are questions or comments about the ratification of auditors, I will take those again in the Q&A session. Gloria, please present the third and final item.

Gloria K. Bowden

Beginning on Page 85 of your proxy statement, you will see Item 3 relating to an advisory vote to approve executive compensation. The company seeks a nonbinding advisory vote from share owners to approve the compensation of the company's named executive officers as described in the Compensation Discussion and Analysis beginning on Page 40 of the proxy statement, and the Executive Compensation section beginning on Page 55.

Muhtar Kent

Thank you. In deciding how to cast your advisory vote, I urge you to consider the factors that are again fully discussed in our Compensation Discussion and Analysis in your proxy statements. You will see a very clear discussion of how executive pay is tied to company performance, and I can assure you -- I can assure you that our compensation policies and compensation procedures are centered on a pay-for-performance philosophy. As I told you earlier, we had a very strong 2011. We once again achieved financial results in line or ahead of our long-term targets. Importantly, we also continued to increase our global volume and value share in 2011. And to you, our share owners, we returned $8.6 billion in 2011, $4.3 billion in dividends and $4.3 billion in share repurchases. I know you will be pleased that for the 50th consecutive year, we have raised a quarterly dividend, giving you an annual dividend rate of $2.04 per share. The Board of Directors recommends a vote for the advisory vote to approve executive compensation.

Now I'm going to begin the question and answer session. As I said, we are going to follow the format I outlined before, where I will take questions from 3 different sources. The first, from the floor; the second from those submitted in writing by the audience; and the third, from our share owners forum. Again, I ask you please to keep your questions to no more than 2 minutes. And therefore, what I'd like to do is start by asking, if there are any questions or comments regarding one of the management proposals or the general business affairs of the company.

So I'll take a question from the floor first. Go with Paddle 1, up front here.

Question-and-Answer Session

Unknown Attendee

Mr. Chairman, Mark Roberts.

Unknown Attendee

Based on the information out there, it's fairly easy to get information about the company in the United States. But I'd like to hear you comment about a couple specific international areas. How does a cooling Chinese economy impact Coca-Cola? And then second, with the recent riots and unrest in several of the Arab countries, how does that impact the business in that region?

Muhtar Kent

Thank you, Mr. Roberts. There is no question that it's a rapidly evolving landscape out there -- and lots of challenges, lots of opportunities. As I said earlier in my opening comments, everywhere I go, I see opportunities for our company, for our business to refresh the world in a better and more effective way. You mentioned China. China is a great growth story over the last 2 decades. It's now become the second-largest GDP in the world. It continues to grow in the midst of economic downturn in many parts of the world. Yes, it has slowed slightly, but let's understand that everything is relative. When we talk about China slowing down, it goes from 9.5% to 8.5%. Everything is relative. They're still able to create millions of jobs with their growth. They're focused more now on internal demand than an export-led economy, and that has cooled the economy slightly. We think that's healthy, because everything is about creating sustainable growth, for business and for countries. And by slowing down slightly, I think they're addressing the overheated real estate market. And our business continues to do very well in China, and we believe that -- I was just there recently inaugurating our 42nd plant 3 weeks ago in Yingkou, in north of the country, in a brand-new city that didn't exist 4 years ago that has a population today of 4 million. 4 years ago, this city didn't exist, and we just inaugurated our largest facility, the one that we inaugurated, LEED certified and largest single facility in China. And it's part of the $4 billion investment program that we've outlined for -- earmarked for over the next 3 years. We are confident that China will be a great -- continue to be a great market for Coca-Cola. As far as the Middle East is concerned, again, long-term, very healthy about what's happening. More people are making their voices heard in more places in the Middle East about inclusion, about being part of a sustainable success story in that region of the world. In the meantime, lots of volatility. We have a great business in North Africa and the Middle East. It's one of the youngest populations in the world. It has the highest teen population in the world today. And our business slowed down a little bit in Egypt and other Gulf countries in 2011, last year. But in the first quarter of this year, again, Egypt grew 9%, and that was a great, again tribute to the strength of our bottling system and our partners in that country. So we're again bullish about our future in that part of the world. In other parts that you didn't mention, Latin America, Asia, our business continues to prosper. But our business model is built on balanced growth, growth in the emerging countries, faster albeit and growth in the Western nations. That's why we are continuing to grow in Europe, in North America and in Japan. That's -- our business calls for balanced growth. Balance in sparkling growth as well as in still beverage growth. Balanced in emerging, as well as Western markets. So thank you for that question. Now again, I will come back to the floor. Let me take a question that was submitted in advance.

Unknown Executive

Thank you, Mr. Chairman. Will Barbara Blackbird [ph] please stand up and meet the microphone handler in the aisle to present this pre-submitted question.

Unknown Attendee

Good morning, Mr. Chair. This is my first Coca-Cola shareholders meeting as a new retiree. So I wanted to thank you first for the electronic process to submit questions, because I think it's a very effective and efficient way to run the shareholders meeting. Thank you for that. My question, as you can see, is related to board composition and it has 2 elements. One is the appropriateness of the size of the board, and how you deal with diversity, particularly women on the board?

Muhtar Kent

Thank you, Mrs. Blackbird [ph]. As I said before, I believe our board is one of the most knowledgeable, respected, strategic engaged boards in business, in the business world today. They're all highly capable members that represent you, our share owners very well. With that said, our board is evolving. Anyone who follows this, our company, can see that it is evolving. But the evolution of our board or any well functioning board cannot and should not occur overnight for the health of the business. The current size of our board is a result of that evolution -- is a result of that evolution, and I think that over time, it is important to transition the knowledge, the incredible knowledge and the heritage of our business to -- and experience of our directors to new directors that are coming on board. As far as women representation on our board, we are -- it's a priority for us, and we continue to evolve in that area also. And I'm sure that you will follow us in that evolution, and you'll see how important it is for us in the coming years. I think what we'll do is take a question now from the share owners forum, and then come back to the floor.

Unknown Executive

Thank you, Mr. Chairman. This question was submitted to the shareholder forum by username elv1152. I've been following the lawsuit against your company in the paper that claims some of your employees in New York are once again subject to racial discrimination at work. How do you explain this? And what are you doing to make sure that this kind of thing doesn't happen?

Muhtar Kent

Thank you for your question. First, let me say it very clearly, the Coca-Cola Company, the Coca-Cola system does not tolerate discrimination, does not tolerate harassment. We are committed to fostering open, inclusive workplaces where all employees are respected and all employees are valued. And contrary to the allegations, our investigation has not...

Unknown Attendee

[Question Inaudible]

Muhtar Kent

Our investigation has not uncovered a culture of workplace discrimination. In fact, many associates -- minority associates have come forward to strongly disagree with those allegations of discrimination. We're proud -- we're proud, repeat, of the diversity of our work force in both of those locations, Maspeth and Elmsford. And also in terms of the team -- management team as well as the hourly workers. We have investigated. We'll continue to investigate those allegations that, and any allegation that is brought to our attention. We believe we are confident that this matter will be resolved, fairly, justly through the judicial system. I'd just like to ask right now a question, is there anyone in the audience that are from those 2 locations here with us? Can you just stand up? Thank you. Thank you. And I'm afraid I cannot -- will you please let the meeting continue, Mr. Rogers?

Unknown Attendee

I represent 16 people involved in the lawsuits.

Muhtar Kent

I'll come to your question. Please be seated. And I cannot comment any further on this matter, because it is a pending legal matter. But I want to reiterate that we do not tolerate any form of discrimination or harassment, and that we believe, we're confident that this matter will be resolved fairly and justly through the judicial system. And if there's anybody who would like to afterwards talk to our representatives, associates from those 2 locations, please feel free to do so. They're here.

So now, I'm going to take a question from the floor. Right over there, Mr. Rogers, Paddle #5.

Unknown Attendee

Mr. Chairman, this is Ray Rogers.

Unknown Attendee

I actually own some stock and I appreciate the opportunity to address the meeting. Before casting my vote for the election of directors, I have to know, Mr. Chairman, the stockholders will not be lied to again as happened last year. Last year, you denied that Coca-Cola is under investigation by Mexico's Treasury Department and fiscal auditing authorities over an illegal scheme of outsourcing and tax evasion that could cost the company more than $1 billion if found guilty. The investigation is an outgrowth of complaints filed by former 16-year Coca-Cola employee and marketing executive, Angel Alvarado. Coke is now trying to stymie the investigation by refusing to provide an accounting of profits derived to Mexico from 1991 to 2007. 10% of which were supposed to be distributed to employees. Are you ready to admit, Mr. Kent, there is an ongoing criminal investigation in Mexico? And will Coca-Cola provide the income statistics to the Mexican authorities as requested? Also, what is the board, and particularly the diversity review committee, chaired by Donald McHenry, planning to do about this? And we'll talk about the racial discrimination lawsuit filed in January. In New York, this is Black and Hispanic workers produce Coca-Cola's beverages in a cesspool of racial discrimination. That there is endemic culture of racism at Coca-Cola that runs through its management and supervisors and its New York bottling plants in Elmsford and Maspeth. The 16 plaintiffs, David Alvarez[ph], Frank Lenauld[ph], James Vance[ph] , Keisha Bright[ph], Ramon Hernandez[ph], Fernando Lopez[ph], Michael McCray[ph], Guillermo Nunez[ph] , Isaac Olabanjo[ph], Luis Rodriguez[ph], José Sanchez[ph], Johnny Small[ph], John Pendo[ph], Dave Gosies[ph], Sandra Walker[ph and Diane Morel[ph] have suffered in terms of biased work assignments and allotment of hours, unfair discipline retaliation and a caustic work environment. Black and Hispanic production workers at Coca-Cola, it's going to just take up a few seconds -- workers at Coca-Cola are typically assigned to the most undesirable and physically dangerous positions, and opportunities for advancement and promotion within the company are routinely biased against minority workers. Those who have dared to speak up have not only found no resolution to their concerns, but instead have faced swift retaliation from the white managers in the form of unwarranted scrutiny and unfair disciplinary actions including suspension and termination. Let me sum up. The hostile work environment has caused many of the plaintiffs significant emotional harm to the point where they must seek therapy to deal with the stress. So how would the board respond to these allegations, and I personally would like to meet with the people here that you have from Maspeth and Elmsford and I'd like to hear this story [indiscernible].

Muhtar Kent

Thank you, Mr. Rogers. Thank you. Thank you. Please do meet with them and anyone else who wishes to meet with them, please do meet with them. But Mr. Rogers, allow me to say one thing. Year after year, you come here with insults and open-laced allegations. Year after year, we have given you the truth about your false, misleading and exaggerated claims.

Unknown Attendee

[indiscernible]

Muhtar Kent

But you refuse to listen. The allegations raised by former employee, Angel Alvarado are not true, full stop. There are no pending investigations by the competition authorities or any authorities in Mexico involving our company, full stop. You've made, in the past, outlandish comments about, each year, about our board members, about our executives, calling them, me, liars. In previous years, you've made sensational claims about Columbia. You've challenged the integrity of the ILO, an organization with an impeccable record. And I have to say to you, why is it that all these people say good things about Coca-Cola? Why does the Secretary of State Clinton say Coca-Cola has a global reach and demonstrated real commitment to corporate responsibility? Why does Jack Rouge, the head of the IOC, say Coca-Cola support over the years? Why does President Calderon say that the 31 million trees that Coca-Cola has planted in the last 3 years in Mexico are 1 year ahead of schedule? Why does Carter Roberts say the things he said? And why does Melinda Gates say Coke's success is relevant because it if we can analyze it, learn from it, we can save lives. And finally, why does Bono say Coke adds life, now it's saving lives? So all these people are wrong and you're right?

Unknown Attendee

[Question Inaudible]

Muhtar Kent

Now we're going to take a question from the floor. And I'd like to call again on a question from the floor. Let's go with Paddle 3 here, up front.

Unknown Executive

Mr. Chairman, this question is from David Cheetum.

Unknown Attendee

Thank you, Muhtar, appreciate it. I do have a question, but first, I wanted to comment on the previous speaker's remarks. And I've said this before, but honestly, I think it's a truth that bears repeating, and that is, an employee and share owner of this great company, I find those previous remarks to be quite honestly very offensive and insulting. For someone to stand there and just make these outrageous claims flippantly, with no sense of accountability, no sense of consequences to me is quite appalling. My livelihood depends on this company. As is that of my wife and my 2 children -- my 2 daughters, not to mention my widowed mother, and I'm only one of the 146,000 employees of this great company. So magnified, multiply my circumstances by tens of thousands. That's why I find those kinds of remarks insulting. I'm reminded of a story about Abraham Lincoln, who sort of in his homespun kind of way, could get to the essence of the matter. And he once asked the question, how many legs does a dog have if you call the tail a leg? How many legs does the dog have if you call the tail a leg? The answer is 4. Calling a tail a leg doesn't make it a leg, and I think that's a principle that applies to the previous remarks. What this company has done in over 200 countries around the world in terms of helping children, helping adults, helping communities, helping the planet is truly remarkable, and I think quite frankly it might be the greatest contribution of any company in the history of business. So I am truly and humbly proud to say, I work for the Coca-Cola company. Now my question. I love Freestyle, I also love that my shares have now doubled, so I appreciate that. I love the new Freestyle and the innovation. I was able to go to one of the first Willy's here that serves it and I've been a huge fan of that ever since. My question is what are we doing to really leverage that innovation, that technological breakthrough to help us to continue to grow and eventually, hopefully achieve our Vision 2020?

Muhtar Kent

Thank you, thank you, thank you very much, Mr. Cheetum. As I said, if somebody who haven't had the opportunity to get a drink from the Freestyle machine, please do so outside, 125 delicious choices. Freestyle now is available in the United States. This 21st century, state of the art dispensing machine partner, if you like, dispensing partner in 43 states in the United States, across 80 large markets in the United States. The average volume increase per machine is over 20%. We have 2,500 machines as of now in the marketplace, and that is going to be increasing significantly over the course of this year and years to come. But importantly, today now, we've reached over 2 million drinks per day served, sold from U.S. Freestyle. We've begun scaling it up in many other parts of the northeast, as well as middle of the United States. One of our large partners, Burger King, has decided to deploy the machine across the country. And also importantly, in terms of not just a 20% increase in volume, but in terms of value that is generated versus legacy fountain equipment, Freestyle equates to 70% increase in value, generated for our customer and for your company. So that's the kind of great innovation that is, that we are busy commercializing as quickly as we can, and it's giving us a tremendous competitive advantage as well. And each of those screens, think of them as an iPad. Think of the potential that we can do -- we can have in terms of creating a dialogue with every one of our Freestyle consumers. Thank you. I'll now take a question submitted in advance.

Unknown Executive

Thank you, Mr. Chairman. Will Annika Faris, please stand up and meet the microphone handler in the aisle to present this pre-submitted question.

Unknown Attendee

My name is Annika Faris, I'm a partner of Brightworth and we advise a large number of Coca-Cola shareholders throughout the nation, and my question today is about the expensive looking advertising behind the bottled water brand, and my question is the premium bottled water like DASANI a good business for us? Or with the money, the marketing money behind bottled water be better spent on more profitable brands like Coke? I'm well aware of some of the social issues related to bottled water like recycling, and so I'm happy to talk about that. But I'm really more interested in hearing about is the viability of bottled water as a category for the Coca-Cola Company?

Muhtar Kent

First, thank you for your question. First, I'd say that bottled water is an important part of the broader portfolio in response to demands from both consumers, as well as customers, full stop. This business is about providing choice, the right kind of choices for our consumers to ensure that we can have the right brand in the right pack at the right price for the right occasion in the right channel. That is about what this business is -- why this business of ours is such a fantastic, incredible business. That is why I, in the -- every day, when I go to bed or every morning when I get up, I'm so thankful that I'm selling these moments of pleasure instead of selling refrigerators or flat screen TVs. Coming back to bottled water. There is a demand across every nation, western nations, emerging nations. In emerging nations, in some cases, that is the only water that people can drink, in bottles and ensure that they stay healthy. That's not the case in Western markets, in many Western markets, and there, it's all about consumer choice. It's a category that is growing fast around the world. Coke's water brands across, again the world, are strong and continue to outgrow the category with 10% growth last year. A significant portion of our marketing communication around our water brands is related to sustainability like PlantBottle, a significant portion. Our packaging vision is 0 waste, with our bottled waters, with all our beverages, we're committed to using resources responsibly, and we're committed to converting waste to resource. This is the beginning of that journey. 30% made from waste, waste called sugarcane molasses was thrown away as sugarcane is produced in factories. Our intention is to take that up to 100%. We have initiatives in place that are working on that challenge and opportunity. So I would say, we have -- it's much more preferable to be in the premium water category. DASANI is not in the premium water category. It is in the midstream. And then we have other choices that are in the premium water category like smartwater, that is doing also very well. But it's all about providing the right choices and ensuring that we can be a responsible seller and marketer of water in bottles. Now, I'm going to take a random question from the floor. Paddle #2, right here.

Unknown Executive

Hello, Mr. Chairman. This is Olivia [indiscernible] .

Unknown Attendee

Mr. Chairman, thank you for the opportunity to speak. I traveled from France to be here with you today and have the chance to talk with you. Mr. Kent, you are probably one of the few people in the world today who may know what's in Coke. Consumers like me are not so lucky and have no idea what they are really drinking. I love the secret formula thing and we appreciate the video at the beginning of the meeting. And it's fun and clever. But it's also a good excuse, if you have anything to hide from us. But as an information we have on the recipe begs one question, what are we drinking? Yes, sir, you want to make this world a better place. So why, for example, do you use high fructose corn syrup, a sweetener that independent and reputable researchers say is dangerous for the health when you could use cane sugar everywhere? Why do you use chemical caramel coloring when you use, when you could use a natural one? Why do you pump so much water in Mexico and India when you can use something else? Or why do you not state that you still use the cocaine in your recipe? Thank you very much, sir for your attention.

Muhtar Kent

Thank you for coming over from France to be at our Annual General Meeting. I will say to you, standing up here that every one of our 3,000 products are good. They serve different purposes. We have products that have calories. We have products that have medium calories, no calories with bubbles, with less amount of bubbles and with no bubbles, still beverages. We offer a choice, a choice of great nonalcoholic beverages for people to refresh themselves for hydration, and for moments of happiness. We are proud with the quality of every single one of our beverages. We are proud with our standards that are, in many cases, above the standards of the countries in which we operate, more stringent than many of the regulations in many environments in the world. So we proudly -- we're proud, every one of the 700,000 employees of the Coca-Cola system are proud to be behind, and to be partnering with 20 million retailers around the world in creating value for those retailers with this choice of 500 brands and a choice of 3,000 products. We are also responsible in ensuring that we label our products, openly, transparently, front of pack. We're also responsible in the way we market to children with our global policy. And many of the issues that you've raised, in terms of -- there is no proven medical record that says high fructose corn syrup is bad. You have all the documents, and we have all the documents. And all the health ministries in the world have the documents. High fructose corn syrup is exactly the same properties as cane sugar, and exactly the same caloric conditions as cane sugar. And we are proud to sell, market, refresh consumers with every single one of our 3,000 products. I'd like to now take a question again from the floor. Go with question 1, over here.

Unknown Executive

Mr. Chairman, I have Christine Orkita.

Unknown Attendee

You just heard my name is Christine Orkita, and I direct a campaign called Think Outside The Bottle with Corporate Accountability International. I appreciate the opportunity to speak here today. As you've all seen today, Coca-Cola has painstakingly taken and painted itself as a corporation that is leading solutions to health and environmental problems that we're facing in today's society. But in action, nothing could be further from the truth, and I'm going to focus on one example. Last November, as many of you may have seen the New York Times exposed that the head of the National Park Service had abruptly tabled the plan to install water bottle refilling stations and stop the sale of bottled water in the Grand Canyon National Park. And the reason behind this was because Coca-Cola, a major donor to the National Park Foundation had stepped in and intervened. Now it's no coincidence that Coke has hijacked a proven waste reduction plan that would increase access to water to everyone through these filling stations. As you've heard corporations like Coke have long tried to convince Americans and people around the world that the only place to get clean, safe drinking water is from a single use bottle of DASANI. Now the Grand Canyon was never meant to be Coke's concession stand, but that's not how Coke saw it. And just as plastic water bottles have no place trashing the Grand Canyon, Coca-Cola has no place directing operation of America's natural treasures. The entire world took notice of this in February when the Grand Canyon National Park told Coke to take a hike and end the sale of bottled water including Coke's DASANI. Now despite Coke's claiming DASANI is recyclable, 30% of the waste stream in one of these the most beautiful places in the world, the Grand Canyon was coming from disposable bottles. And the enjoyment of this treasure was decreased by discarded plastic bottles, the single biggest source of trash found inside of the Grand Canyon, according to park officials, and as well as the architect of the plan for the hydration stations. Now the 2 healthy alternatives to bottled water for our planet and bodies comes right out of our taps and drinking fountains. So my question, Kent, to you is this. How can you claim Coke is a healthy solution for the planet and public health when it's causing 30% of the waste stream in some of America's most beautiful places while decreasing access to safe, reliable, affordable public water in public places and creating a world where most essential resource is being bought and sold for profit. How is that healthy for our planet? And how is that healthy for people?

Muhtar Kent

Thank you. Once again, you raised the question of Grand Canyon. We partner with the National Park Service. We were disappointed with the decision of the Grand Canyon National Park. But I'll tell you this. We are not, in any way, suggesting that the only water is the water that is in a DASANI bottle or in a, any one of our other water brands. Never are we saying that. What we're offering is a healthy choice. All consumers are free to drink from a tap or not drink or drink something else that they prefer. We are not forcing people. We're giving people a healthy choice. We're ensuring the quality of what we offer to people and we're giving them a choice. There is no other institution in the world that has created a package made partially from plants. Our target is 0 waste. Today, we collect up to 30% of our packages, recycle them. Our goal is 100%. By 2015, we'll go to 50%. That is our goal. We have goals in place. We've put the stake in the ground. We're open and transparent with our goals. That's what I have to say to you. We're not forcing anyone. We're not creating a situation where there's no other alternatives. No way. It's a free market out there, and it's freedom of choice. That's what this country was built on. I'll now take a question from an audience member that was -- a question that was submitted in advance.

Unknown Executive

Thank you, Mr. Chairman. Will Frances Tchau [ph] please stand up and meet the microphone handler in the aisle and present this pre-submitted question?

Unknown Attendee

I'm a share owner since 1978, and I have a 2-part question. Are you concerned about greenhouse gas emissions from your millions of coolers and vending machines worldwide? And aren't you transitioning to HFC-free technology?

Muhtar Kent

Ms. Tchau[ph], the answer is yes, we are concerned. And the second part of the answer is we have a stated goal, and a journey on how to get to 100% HFC-free deployment by 2015, and we are on schedule with that program. All new placements of our cold drink equipment will be HFC-free by that date. And furthermore, I am honored to co-chair something called the Consumer Goods Forum. The world's 200 largest retailers and consumer goods companies that come together to talk about initiatives like sustainability, and I co-chair that with the CEO of one of the world's largest retailers. And they are also, we have taken a -- made a commitment that all the companies represented in that forum, all the largest retailers in the world, medium size retailers in the world and large companies have made a commitment also to be HFC-free in their refrigeration by a given date. And that date was again 2020 for all those companies. We will be ahead of that date. I think given the time, I will take a last question from the floor. Paddle 4?

Unknown Executive

Mr. Chairman, this is Darcy Fagan.

Unknown Attendee

As a woman and a Coca-Cola employee, I'm very proud that the company has an initiative to help empower 5 million women by 2020. Can you please provide us with an examples of what we've been able to accomplish so far, and how you expect this initiative to help our company?

Muhtar Kent

Thank you. As I mentioned briefly in my opening, 5 by 20 Initiative is something that we're very excited about, proud about. It is the beginning of a journey. It goes to 2020, and it is to empower -- because we feel so passionate about women leadership inside the 4 walls of our company, and we've made some strides and that's a journey, we're still nowhere near where we need to be, and we're working hard to be best practice inside the 4 walls of our company. But also, we've said the Coca-Cola system is the only organization in the world that has the reach and the scale that can actually make a difference outside of the company as well, in this area of woman empowerment, in this area of improving communities because we have 4 pillars of our sustainability as clearly outlined in any of our communication, 4 pillars. Water, packaging, carbon and energy, and community. This is a big initiative in the fourth one, which is community, to help empower 5 million women outside of the Coca-Cola Company by 2020. We have 4 pilots that ran in 2011. We are expanding those now and we believe we're confident by the end of this year, we'll touch 300,000 and by the end of the decade, we believe, we confidently believe that we can reach 5 million. And I can tell you that wherever I go, and I will be going to Africa next week, to Kenya and Tanzania and Egypt next week, and I can tell you, wherever I go, I feel with our bottling partners also who will make this happen that, that confidence is contagious. That, that gives me confidence that this -- we're going to get there and it all falls under the office of Chief Sustainability Officer of the Coca-Cola Company. And so I have every confidence that we are going to get there. Thank you so much.

Unknown Attendee

[Question Inaudible]

Muhtar Kent

You're out of order, Mr. Rogers. Mr. Rogers, you are out of order. We gave you the chance. You're out of -- Sir, you're out of order. You're out of order.

Thank you for all your contributions. I said we would end this meeting at 11. As I said, voting can continue until the polls close at the end of the business portion of the meeting.

Before I close the meeting, I'd like to ask Gloria Bowden for the voting report. For those of you completing your votes this morning, please raise your hand now and an attendant will collect your ballot. After I adjourn the meeting, the polls will be closed. Your vote will be tallied this afternoon and included in our final, final vote.

Now, Gloria, for the preliminary report.

Gloria K. Bowden

The Inspectors of Election report that each nominee for election of director has received at least a majority of the votes cast in favor of their election. Therefore, all of the director candidates have been elected to serve as a director until 2013.

The management proposal on the ratification of Ernst & Young as auditors has been approved with an affirmative vote of 98.7%. The management proposal on the advisory vote to approve executive compensation has been approved with an affirmative vote of 97%.

Muhtar Kent

Thank you. Thank you, Gloria, and thanks all of you for voting. Thanks to all of you for voting. Again, please raise your hand if you have a ballot and someone is going to come right by and collect it. So the business portion is now finished. Please though, stay in your seats for a second.

Before we end today's meeting, let's hear from another great partner of Coca-Cola, who has a very special announcement for all of you, our attendees. Let's hear from our final partner today. Ryan, take it away.

[Presentation]

Muhtar Kent

Thank you. The winner is going to join Ryan, and join Randy Jackson, Steven Tyler and Jennifer Lopez at the end of May in, on the West Coast for the finale of American Idol.

So let's see who's going to be the winner.

[Presentation]

Muhtar Kent

And the winner is Kathy Diamond. Is she here? Kathy? Kathy? Where is Kathy? There you are. Have a great day. Thank you very much. Thank you for your contributions. That concludes today's meeting. Thank you.

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