spp 6.4 marketing expenses

SPP 6.4 Marketing Expenses

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Standard Practices and Procedures (SPP)

6.4 Marketing Expenses

This bulletin describes the standard practices and procedures for marketing expenses.

Bulletin Contents

The table below references the titles and locations of the topics covered in this bulletin.

Terms You Should Know Overview of Business Cycle Process Steps Financial Policies Annual Marketing Budget Marketing Commitments Marketing Accruals Marketing Program Commitments Incremental Funds Bottler Reimbursement AccountsPractices and Procedures Business Plan Development Share Plan with Bottlers Marketing BudgetMarketing Commitments Incremental Funds Accounting for Marketing Commitments Year-End Review of Commitments Marketing Programs Share Costs with Bottlers

Monitor BudgetAccounting Treatment for Marketing ExpensesSales Curve Audit of Marketing Services AgenciesInternal Controls Record Budgets Record Commitments Immediately Shifting Funds

SupplementsSales Curve Calculation DescriptionSales Curve Calculation FormulasAudit Program TemplateStandard Audit Report TemplateException Approval FormDiagram of Auditor WorkflowCurved and Non-Curved Expenses and Data Codes

Figure 6.4.1 Marketing Expenses Business Cycle Figure 6.4.2 Exception Process Flowchart

Terms You Should Know

Before reading this section you should be familiar with the following terms. These terms are defined because they are specific toCompany operations or because they are not typically used in accounting:

Capability and Performance Programs (CAPPrs)

commitment

frozen funds

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incremental funds

marketing expense control (MEC)

sales curve

shift

Overview of Business Cycle

The business cycle chart is provided to assist you in understanding marketing expenses and the related practices and proceduresdescribed in this bulletin. A brief description of each process follows the illustration.

Figure 6.4.1 Marketing Expenses Business Cycle

Process Steps

1 BP Development Each division develops a Business Plan (BP) which consists of the strategic plan, the financial impact of implementing strategies, anevaluation of the bottler system and a summary of planned actions, programs and the specific resources needed in the upcomingyear.

2 Share Plan with Bottlers After approval by Company management, the Business Plan details are discussed with and agreed upon by the bottler and theCompany.

3 Marketing Budget An annual marketing budget is prepared and allocated by month based upon when the respective marketing activity will be incurred

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and therefore accrued.

4 Marketing Commitments Commitment of marketing funds should be documented and approved in accordance with the local Chart of Authority.

5 Marketing Programs Planned marketing programs such as CAPPrs, promotional activities, advertising production and media buys are executed. (SeeBulletin 6.5, Marketing Program Expenses.)

6 Share Costs with Bottlers If required by the marketing plan, bottlers are reimbursed for a certain percentage of expenses incurred by the bottling organization.

7 Monitor Budget An automated subsystem is recommended for monitoring marketing expenditures.

8 Marketing Services Agency AuditMarketing services agencies should be audited every three years depending on the amount of spend per agency.

Financial Policies

The significant financial policies followed by the Company are as follows:

Annual Marketing Budget

The annual budget will be allocated by month based upon when the respective marketing activity will be incurred and thereforeaccrued.

Marketing Commitments

Commitments should be documented and approved in accordance with the local Chart of Authority and immediately recorded againstthe appropriate budgeted item.

Marketing Accruals

Commitments for goods and services received within the month should be accrued to SAP account 215201XXX, Accrued Advertising(legacy account 2221.XX).

Incremental Funds

Funds exceeding the current year Business Plan will be approved in accordance with the Delegation of Authority prior to commitment.Marketing budgets may not be overcommitted without prior receipt of appropriate approvals as defined in the Delegation of Authority.

Bottler Reimbursement

Bottler reimbursement will be supported by original or copies of invoices, receipts or a list showing the details of how and to whom thepayments were made.

Sales Curve

All marketing deductions and expenses are submitted to Headquarters and then adjusted at the operating group level based on salescurve methodology, which matches expenses in a consistent manner based on unit case sales forecasts. The adjustment is mademonthly and nets to zero on a full year basis.

Accounts

The books of account should always reflect accruals in the balance sheet and the related marketing expense accounts. Following are



the accounts to be used for marketing expenses. Refer to the Standard Accounts and Codes manual for account descriptions.

Legacy Account SAP Account Account Description2221.XX 215201XXX Accrued Advertising (accruals for goods and services received)85XX to 86XX 891001XXX - 891716XXX Advertising expense accounts87XX to 89XX 893002XXX - 893308XXX Sales and Promotion expense accountsN/A 893310XXX Sales Curve Adjustment - Revenue Deductions (HQ only)N/A 890703XXX Sales Curve Adjustment - Direct Marketing (HQ only)N/A 890704XXX Sales Curve Adjustment - Other Marketing (HQ only)N/A 215608XXX Marketing Sales Curve Adjustment (HQ only)

Note that there are several marketing-type expense accounts that are reported in data codes for Deductions from Revenue. Theaccounts are:

Legacy Account SAP Account Account Description4311.XX 893302XXX Couponing4321.XX 893201XXX Cooperative Trade Marketing (CTM)4331.XX 893000XXX Bottler Incentives4341.XX 893001XXX Package Participation4351.XX 893003XXX Special Marketing Funds (SMF)4361.XX 893309XXX Concession4150.XX 893202XXX Strategic Availability4127.XX 889101XXX Amrotization - BIIPs/CAPPrs

Practices and Procedures

Following are the important internal control procedures to be followed in the business cycle. Each operation should establish localinternal control systems based on its business risks and the size of its operation. Major deviations from key controls should receiveexemption approval from Headquarters Financial Procedures.

Business Plan Development

The Business Plan (BP) development process includes discussions, presentations and financial data submission by the businessunits. The primary purpose of BP discussions and presentations is to review the business unit's objectives, the actions required toachieve those objectives and how the business unit's objectives support the Company's goals.

The planning process should also consist of evaluation of the current year of the strategic plan, the financial impact of implementingstrategies and an evaluation of the bottler system. The current year situation provides a brief update on the plan and the expectedfinancial and marketing results for the current year.

The BP process has four goals:

To focus on future actions and events

To rank priorities for strategic emphasis and funding

To compare actual versus planned events after execution

To focus on value-creating strategies using economic profit as a management tool

Emphasis is placed on the first year of the BP, particularly the planned actions, programs and specific resources needed. The CapitalExpenditures Program, CAPPs, brand advertising and required marketing resources are important parts of each Division's plan.

For further BP information, please refer to the Reporting and Budgeting (RAB) manual Chapter 5.

Share Plan with Bottlers



The BP should be developed together with the bottler, if possible, from the start. After the plan is reviewed and approved by Companymanagement, local management should work on the plan details with the bottler and come to an agreement. Plan details include thelevels and types of marketing participation to be provided in the upcoming year. The agreement should be documented and signed byboth the bottler and Company.

To respond to market conditions at the time of signing, certain changes may be made to planned activities and programs within thetotal approved budget. In such cases, an RFA is necessary to reflect the changes in the annual marketing budget based on thedetails of the cooperative agreement. These changes require the approval of the Group President.

Marketing Budget

Using plans agreed with the bottler, each operation will prepare an annual marketing budget. The annual marketing budget is usuallydetailed by bottler, brand, activity, customer and package (where applicable), and allocated by month based upon when the respectivemarketing activity will be incurred and therefore accrued.

For example, the costs associated with a given media expenditure for television should be assigned to the accounting period(s) whenthe respective TV ad will be aired. Likewise, if a consumer promotion is planned, the costs associated with the promotion should beexpensed in the accounting period(s) when the promotion will be run. Costs associated with ad development and production must beexpensed in the year the advertising is first aired, and should be allocated to the accounting period(s) when the ad is aired.

Revisions may be made based on directives issued from Headquarters or Group offices with regard to "freezing" and "releasing" directmarketing expenditures from time to time.

Each year during the Business Plan process, Global Marketing will share codes for global marketing initiatives. These codes shouldbe assigned to global initiatives in marketing systems (MEM and PS) by January 31 of each year. Assignment of the codes locally willfacilitate the tracking of spending globally on these initiatives. Business units not on MEM or PS will continue to provide informationon global initiatives based on request by Global Marketing.

Marketing Commitments

Marketing commitments should be documented and approved in accordance with the local Chart of Authority. In addition,commitments should be recorded immediately to ensure they are properly monitored.

In instances where significant goods or services are committed to, competitive bidding should take place. Please refer to Bulletin 6.5,Marketing Expense Programs, in this manual. As part of the bidding process, selection criteria should be clearly defined andadequately maintained by management. For example, business should be conducted with approved vendors only.

As part of the commitment process, significant purchases will require the approval of personnel independent of those negotiating thetransaction.

Incremental Funds

Please refer to the Delegation of Authority for the approval levels for unbudgeted expenses.

Accounting for Marketing Commitments

When a commitment has been made in the form of a purchase order or request, the amount should be recorded in the marketingbudget subsystem against the appropriate activity to avoid overcommitment of funds.

For commitments against which goods and services have been received, the amount should be accrued by debiting marketingexpenses and crediting legacy account 2221.XX, Accrued Advertising (SAP account 215201XXX).

Year-End Review of Commitments

All vendors and bottlers will be advised to expedite the submission of all bills applicable to the current year's operations sufficiently inadvance of the year-end. Bottlers will submit, when necessary, estimates of the balance of the Company's participation in theirmarketing expense for the current year.

Amounts representing prepayments of expenses benefiting future periods appropriately should be debited to either legacy account



1440.XX, Prepaid Advertising (SAP account 125401XXX), or legacy account 1652.XX, Prepaid Advertising - Noncurrent (SAP account140401XXX), and credited to the appropriate marketing expense account.

Amounts representing current year expenses for which no invoices have been received should be credited to legacy account2221.XX, Accrued Advertising (SAP account 215201XXX), and debited to the appropriate marketing expense account.

Expenses paid by the Company on behalf of bottlers should be debited to the bottlers' receivable accounts and credited to theappropriate marketing expense account.

Refer also to the Share Costs with Bottlers section below for more information on the accounting for bottlers receivables.

Marketing Programs

Following planning approval, marketing programs such as CAPPrs, promotional activities, advertising production and media buys areexecuted. Please refer to Bulletin 6.5, Marketing Expense Programs, for further information.

Share Costs with Bottlers

The marketing plan will often require the Company to reimburse the bottler for a certain percentage of expenses incurred directly bythe bottling organization. In these cases a Cooperative Marketing Claim Statement will be used as documentation for thereimbursement.

Since local requirements may vary from one operation to another, it is recommended that the Cooperative Marketing ClaimStatements be designed locally. Supplemented by local requirements, the form should include at least the following information:

Bottler's name and location

Months covered by the amount claimed

Total expenditure for the month for each item

Company's participation percentage share of each item

Grand total of Bottler's and Company's share

The Accountant-In-Charge should ensure the participation in costs are consistent with the signed Marketing Plan Agreement.

The various marketing expenses should be listed in the same sequence and grouped as they appear in the chart of accounts.

The Cooperative Marketing Claim Statement should be fully supported by either original or copies of invoices, receipts or a listshowing how and to whom the payments were made. Any exceptions shall require Division approval.

Expenses incurred by the Company on behalf of third party bottlers/customers should be debited to SAP account 115103XXX,Customers Accounts Receivable-Other, a non-reconciliation account rolling up to WW07. This SAP account can be used to recordtransactions directly to accounts receivable without having to use a Customer Account number. This is required since third partybottlers/customers have a contractual obligation to the Company at the point the Company incurs the expense. The Company shoulddebit Accounts Receivable-Other (SAP account 115103XXX) when the Company incurs the expense regardless of whether theCompany has paid the charges, and should debit the Accounts Receivable-Marketing (SAP account 115103001) once the actualinvoice has been issued to recharge the bottler/customer.

For example, when an expense is incurred on behalf of the bottler, the following entry would be recorded:

Debit 115103XXX Credit Marketing expense account

Once the invoice is paid and you are ready to rebill the bottler, the following entry would be recorded:

Debit 115103001 Credit 115103XXX



Subaccounts can be set up to track different marketing and promotional charges.

Since 115103XXX is a non-recon receivable account, company codes will have to manually edit the submission file for Form 108,Accounts Receivable, to reflect these amounts as “Current” in order to satisfy the balancing rules. Unfortunately, this cannot beautomated since SAP reads at the customer level detail, receivable value date and payment terms to determine the aging for thisform. The only time it will be included automatically and aged accordingly is when invoices have been issued to thebottlers/customers.

Monitor Budget

Since direct marketing is the largest expense category of the Company, it is very important to monitor its expenditure closely. Asubsystem should be used to record the budget by bottler, brand activity and package or a suitable combination of these. Such anautomated subsystem is available in SAP. Commitments should be recorded against the matching budgeted item category as soon asthey are made. The expense will be recorded against the commitment when paid.

If there are insufficient funds in a particular category to accommodate a commitment, the marketing manager should be advisedimmediately to determine whether funds can be shifted from another budgeted item. Shifting of funds should be appropriatelydocumented and approved in accordance with the local Chart of Authority.

Accounting Treatment for Marketing Expenses

Accounting for marketing expenditures is based upon basic accrual accounting. In other words, a liability is recorded by crediting anaccrual in the period that goods or services are received.

The accounting for the debit portion of the above entry (for example, expense or deferral) is dependent upon the nature of themarketing or advertising involved. As discussed in more detail below, goods or services received or payments made in an accountingperiod in advance of the market impact should generally be deferred and recorded as prepaid. However, costs associated with addevelopment and production must be expensed in the period the advertising is first aired, consistent with Statement of Position 93-7,Reporting on Advertising Costs.

Deferred Expenses DME is generally only deferrable after proof that the main concept has been identified. “Proof” refers to the identification of a specificcommunication idea for a product, promotion or so forth that will be used by the Company in the future. For example, the Companymay engage a research company to develop ideas for potential consumer promotions. The research company incurs expenses whiledeveloping its ideas. Once ideas are presented to the Company, our management may select one promotion to use. At that point, allexpenses incurred by the research company are expensed. Future expenses related to the selected promotion will be deferred untilthe start of the promotion in the marketplace. Other deferral situations include where we have paid in advance for a multi-year marketing asset management (MAM) sponsorship(only if we have recourse in the event of termination or non-performance). Deferred expenses are booked as an asset to the balancesheet and expensed in future periods. The following are situations where deferral of expenses is appropriate. The situations apply to marketing initiatives such as consumerpromotions and new brands, visual identities and graphics. When the Rationale includes the phrase “the first time the initiative beginsin market,” this could include: the first time an advertisement airs, the start of a consumer promotion, the launch/introduction of a newbrand, or the first time a new graphic or visual identity is released.

Deferred Expense Rationale Agency fees for marketing research, creativeand execution program expense – where themain concept has been identified

With proof of a finalized concept, Company will defercosts in order to match the expense with the first timethe initiative begins in market.

Agency fees for packaging and graphicsexpense – where the specific marketing initiativehas been identified, such as launch of a newflavor extension for Diet Coke


Program graphics expense – where theexecutional development of the program spansyears




Packaging plates development expense – wherethe main concept has been identified


Packaging artwork and production expense –where the main concept has been identified


Program POS (point of sale) / premium expense– where the executional development of theprogram spans years


Advertising creative conceptual expense –television and radio

Once a concept is accepted by management andmade available to the system for the following year,creative expense can be deferred to match to the timethe advertisement runs in market.

Marketing asset management (MAM)sponsorship prepaids – also referred to aspresence marketing. Includes agreements withtheaters, theme parks, colleges or universities,and sports teams or organizations. Usuallyrepresents agreements whereby the Companyobtains the right to be the official sponsor,exclusive advertiser or other similar role.

MAM sponsorship expense is recorded during theperiod in which the sponsorship benefits are received.Payments which provide benefit to the Companybeyond the current year are booked to the balancesheet as a prepaid as long as there is recourse in theevent of termination or non-performance. However,there are exceptions to this recourse provision in thecase of certain government and not-for-profitorganizations (such as FIFA and the IOC).

Period Expenses

By definition, all costs that are not deferrable to future years are expensed in the current year. However, as stated earlier, most DMEis adjusted within a calendar year based upon the sales curve.

The following are examples that should be expensed in the period incurred (note however, that there is some temporary deferralallowed in certain situations such as advertising costs which are deferred until the advertising spot is first aired):

Period Expense Rationale Agency fees for creative, conceptual, anddevelopmental program expense – when themain concept has not been identified

Uncertainty of benefits to the Company, many of theconcepts or ideas will never come to fruition.

Agency fees for conceptual, developmentalpackaging and graphics expense – costs for thecreative development of new/existing productgraphic changes associated with the selection ortesting stage

Uncertainty of benefits to the Company, many of theconcepts or ideas will never come to fruition.

Market research expense – for research aimedat generating ideas and concepts

Uncertainty of benefits to the Company, expense to berecorded in year that research is performed (basedupon performance criteria/delivery dates as specified incontract).

System / customer communication expense –sales rally kits and customer/trade kits

Loss of control – the Company does not know whenthe customer/trade will open and use the kits.

Promotional items / premiums expense Company takes physical possession of the items andthe timing of the benefit has not been determined (adecision has not been made as to when the items willbe used in the market).

Ingredient / formula expense for newproduct/flavor launches

Uncertainty of the benefits to the Company, manyformulations will not reach the mass consumer.

Planning presentation materials expense(associated with future year programs) – finalstage of “conceptual” planning

Delivery of the services from vendor and presentationof proposed finalized concepts – to include videos,presentation decks and materials.

Advertising creative conceptual expense –television and radio

Creative conceptual expense is recorded in the yearthe expense is incurred. Once a concept is acceptedand made available to the system for the followingyear, subsequent creative expense can be deferred tomatch to the time the advertisement first runs in



market (see deferred expense section above). Advertising production expense Ad production expense is recorded at the time the

advertisement first appears in the market. However, ifthe Company decides the advertising is not going tobe aired, then the expense is recorded immediately.Expense for ad production created to be available tothe system for ordering is recorded in the period whenthe concept is first made available. When advertisingproduction costs are shared by several countries, eachcountry expenses their portion of the costs when theadvertisement first appears in their country.

Advertising talent expense TV, radio and print talent expense is recorded at thetime the advertisement is aired in the market.

Coupon expense (While coupon expense is accounted for withdeductions from revenue, this information isincluded here since coupon activity is closelyaligned with marketing activities.)

Coupon redemption, production, and artwork expenseis recorded in the year in which the coupon firstappears in the market (ensure there is a period inwhich the coupon is valid). If the futurerefunds/rebates cannot be reasonably and reliablyestimated, please call your Finance Manager who willcollaborate with Corporate Accounting Research.

Media expense Media expense is recorded in the year the media spotairs or is run in the market.

Marketing asset management (MAM)sponsorship expense

MAM sponsorship expense is recorded during theperiod in which the sponsorship benefits are received.Examples include:

Professional sports teams - expense is recorded incurrent year based on the regular season. However,for seasons that straddle calendar years, the expenseneeds to be allocated between years.

Professional sports leagues - expense is recordedbased on the regular and post season. For seasonsthat straddle calendar years, the expense needs to beallocated between years.

Colleges and universities - expense is recorded basedon the school year. School semesters that straddle acalendar year are allocated between years.

All other local properties (such as zoos, Minor LeagueBaseball, water parks) – If seasons/benefits receivedfrom the property straddle a calendar year, theexpense is allocated between calendar years.

Variable cinema funding (rate based on volume orattendance) - expense is recorded as earned basedupon actual volume and attendance per the customeragreement. However, when it is clear that actualvolume trends will be below those described in thecustomer agreement, amortization of the costs shouldbe adjusted accordingly.

Fixed cinema funding (such as ads and boards) –expense is recorded based upon the benefit receivedin the contract year.

Marketing Expense Accruals



Regardless of whether a marketing cost is treated as a period expense or deferred, any marketing costs incurred must be accrued asa liability on the balance sheet in the period in which the good or service is received, even if an invoice is not received by period-end. This notion goes beyond liabilities for services rendered by third party vendors; it also includes items such as recording liabilitiesfor anticipated payouts of consumer prizes won but not paid.

The existence of subsequent sales curve adjustments does not alleviate the business unit's responsibility for recording timelyaccruals. Senior management frequently requires analysis "with and without" sales curve adjustments, and thus the underlyingfinancial statements must properly reflect the Company's liabilities at period-end.

The following are examples that should be accrued as liabilities on the balance sheet in the period incurred:

Accrued Expense RationaleProgram fulfillment expense – where theprogram spans years, such as prizes andfulfillment agency fees; for example, a promotionto give away trips whereby the trip is awarded inone year, but not taken until the subsequentyear.

Company will accrue costs as a liability on the balancesheet in order to match the expense with the first timethe promotion begins in market.

Goods or services received, but no invoicereceived.

Company records a liability on the balance sheet (forexample, by posting a goods receipt in SAP) eventhough an invoice has not yet been received.

For deferrable expenses, the debit is to prepaids,which will be expensed in the period when theinitiative begins in market. See further discussion ofthis treatment in the “Deferred Expenses” sectionabove.

For period expenses, the debit is to expense. Seefurther discussion on this treatment in the “PeriodExpenses” section above.

Sales Curve

The "sales curve" is terminology used to describe the Company's approved method of matching marketing expenses to accountingperiods based on forecasted unit case sales volume. The purpose of the sales curve adjustment is to appropriately record marketingexpenses across all periods and Groups in a consistent manner. The methodology used for the sales curve adjustment is based onfull year unit case sales forecasts and full year curveable marketing expense forecasts. Operating units record marketing expenses foreach marketing activity in an accounting period based upon when the respective marketing activity will be incurred. These amountsare then adjusted after consolidation at Headquarters based on forecast projections of unit case sales and curveable marketingexpenses. This method of allocation provides a better matching of expenses with the ultimate impact of those expenditures – ourbelief that these expenditures impact the timing of sales of actual unit cases.

The sales curve adjustment is calculated for Actuals, Rolling Estimate and Business Plan submissions. The amounts used are “year-to-date” figures, defined as January of the current year through the current month. The calculation uses actual unit cases recorded forthe Business Unit for all MAUs designated for inclusion in the sales curve calculation. Full year unit case estimates are taken from thelast weekly unit case reporting estimate available on the day of submission; for example, the week five weekly unit case report will beused in the quarter-end Actuals calculation. The calculation also uses full year forecasted curveable marketing expenses from themost recent forecast cycle.

There are certain non-operating Business Units (such as, Eurasia Other) that may record curveable marketing expenses. For the non-operating Business Units, the unit cases used in the calculation will be at the Group level (for example, Eurasia Group unit cases).Corporate expenses will continue to be curved using consolidated unit cases. Note that the sales curve adjustments for each monthwill be reversed in the next month, and the full year sales curve accrual will be zero at the end of the calendar year.

Headquarters calculates the adjustment at the Business Unit level and records any required adjustments to the Group level. A reportby Business Unit will be provided to each Group to identify all sales curve adjustments recorded by Headquarters. Sales curveestimation templates for Actuals, Rolling Estimate and Business Plan are available on the Global Finance website, Financial Reports,Tools and Templates.



While closing each reporting period, Headquarters will evaluate whether the latest Rolling Estimate and weekly unit case sales usedin the sales curve calculation reflect the Company’s best estimates at the time the sales curve calculation is performed. If it isdetermined the forecast does not reflect a best estimate, appropriate adjustments will be made.

Field locations are not allowed to record local sales curve adjustments.

In summary:

The sales curve is calculated by Headquarters only. No local sales curve adjustments may be recorded.The templates provided on the Global Finance website are for local analysis purposes only.The sales curve calculation uses the Business Unit level, with a combination of forecast data from the weekly unit case salesand RE processes, and uses a year-to-date methodology.The sales curve results are recorded in the sales curve Group level MAUs.

The sales curve process impacts all Business Units having MAUs with balances in deductions from revenue, direct marketing expenseand other marketing expense data codes that have been designated for inclusion in the sales curve calculation, with the exception ofBeverage Partners Worldwide (BPW) MAUs. BPW MAUs are not included in the Company's sales curve calculation since theiraccount balances are eliminated from Company results.

Supplements 6.4.1, 6.4.2 and 6.4.7 provide examples and additional information related to the sales curve.

Audit of Marketing Services Agencies

The Company engages thousands of external marketing agencies each year to support the various marketing services needs of itsglobal business. While there is a distinction between services being provided, the Global Audit Protocol (the Protocol) has beenestablished to standardize the way we evaluate compliance to the contracts under which these organizations operate. These servicescan include but are not limited to the following: advertising, media, strategy and planning, concepting, promotions, packaging,interactive, creative, marketing research, marketing fulfillment, experiential/event, sports and entertainment, media merchandising,multicultural, and games management.

The Protocol’s key objectives are to ensure that we receive the anticipated value from our substantial investments with marketingagencies and to ensure that they are in compliance with their contractual requirements.

Policies Regarding Agency Audits

The following are the Protocol’s policies that cover planning, executing and reporting on marketing services agency audits. Furtherdetails are contained in subsequent sections of the Bulletin.

General

The Protocol applies to all agencies providing marketing services (for example, media, creative, design, promotion, market researchand games management).

For all business units, agencies representing 80% of a total spend per marketing service category (advertising, media, promotions,market research and other marketing) should be audited. (For this section of the bulletin, "business unit" refers to that level in theorganization previously called "Division.") The required audits are to be performed every three years and are limited to agencies withwhich we spend more than U.S. $500,000 annually. See the following examples.

Example 1: A business unit has a total DME spend of U.S. $3,500,000 within the marketing service category ofadvertising, of which U.S. $2,800,000 represents 80%. Five agencies have provided U.S. $500,001 each in services,while ten agencies have provided only U.S. $100,000 each in services. Following the rule, the five agencies with whichwe have spent more than U.S. $500,000 would be audited in year one and will be subject to audits in year three, ifspend continues to be greater than U.S. $500,000.

Example 2: A business unit has a total DME spend of U.S. $3,500,000 within the marketing service category ofpromotions and other marketing, of which U.S. $2,800,000 represents 80%. Fifty agencies have provided services to thisbusiness unit, however none greater than U.S. $500,000. Following the rule, none of the agencies would be audited.

Example 3: A business unit has a total DME spend of U.S. $552,000 within the marketing service category of media



which was spent with one agency. Following the rule, the one agency would be audited in year one and in subsequentyear three if spend continues to be greater than U.S. $500,000 annually.

The scope of the audit will be compliance with the current relevant agency contract, covering agency compliance against contractterms and conditions and will comply specifically with the standard procedures defined in Supplement 6.4.3, Audit Program Template.

Planning & Executing

Global Procurement & Trading (GP&T) will provide an initial Audit Candidate List to the appropriate business unit marketing andfinance managers by February 28th of each year. This list will include current audits on schedule as well as new candidates based onthe 80%/$500,000 rule mentioned above. Business units will determine which agencies on the list will be audited in which year of thethree year cycle and report that plan back to GP&T by March 31st of each year. Agencies can be removed from the audit plan if thebusiness commits in writing that the business unit is no longer doing business with that agency. The overall Global Plan of proposedaudits will be forwarded to the Corporate Audit Department (CAD) for their review. If an agency qualifies for an audit, the audit mustbe performed within three years, assuming continued business with the agency. Global/regional/local Marketing and/or Finance (ortheir designees) determine audit schedule requirements (which agencies, when), and ensure those requirements are met. GP&T mustbe notified once an agency is scheduled for an audit throughout the year and will notify CAD of all scheduled audit dates. Localmarketing organizations are accountable for determining how the audits will be funded.

Each agency audit will be performed by appropriately skilled auditors, collaboratively selected by Marketing, Finance and Procurementfrom the list of authorized supply chain. The use of internal resources is only permitted by exception and must be approved inadvance by CAD. See "Engage an Auditor" below. Procurement will evaluate audit vendor performance. Vendor performance datamay be obtained either by direct shadowing or through a collection of collaborative feedback for local operations.

In preparation for the audit, the agency will need to provide certain specific information (such as billing data, overhead calculation, jobdetail reports). Company Finance and Marketing representatives will also need to provide certain specific information to the auditors atleast 4 weeks prior to the audit (for example, contracts and spending).

Reporting Audit Results

Final audit reports will be consistent across all audits, and will identify Critical Risk, High Risk, Potential Risk and OperationalOpportunity. Agencies that fail an audit as defined by CAD (any audit within a 12 month period that results in one or more findings ofCritical Risk or three or more findings of High Risk) must be audited again within the 12 months following the final audit report date.See "Audit Report" section below for detailed definitions of ratings and report distribution.

Findings are to be remedied in the timeframes determined by the severity of the findings.

Critical Risk requires immediate remedyHigh Risk requires remedy within 30 daysPotential Risk requires an action plan within 60 days

Business unit Marketing and Finance are accountable for ensuring audit findings are appropriately remedied within these time frames.See "Addressing Audit Findings" below for complete discussion.

Audit findings will be delivered to and reviewed with the agency by the Marketing and/or Finance organization. Marketing and/orFinance may, at its discretion, designate Procurement as a party to these discussions.

Final Audit Reports and/or Executive Summaries of all final audit reports will be distributed to Company local operations and GP&Tpersonnel by the audit firm. Local Marketing, Finance, Procurement and Legal are responsible for developing a Management ActionPlan based on identified issues no later than 2 weeks after receipt of the final report and are responsible for distributing their reportsto the appropriate personnel, including Group Finance Managers, GP&T, as well as local and region Finance, Marketing, Procurementand Legal, as needed (see "Audit Reporting Process and Timelines" for appropriate distribution). GP&T will forward to CAD all finalAudit Reports and Executive Summaries that contain Critical or High Risk findings. The same reports will be forwarded to CorporateMarketing by specific request.

Reporting Audit Issues

Throughout the course of any audit, there may be a need to escalate issues/concerns immediately. Issues/concerns may be:

Lack of cooperation from marketing service provider (auditee) impacting audit timing or scope to be performed



Unusual or suspect activity at the agency of the local Company marketSignificant changes to the local audit plan resulting in fee or resource concerns

NOTE: The auditor contacts the Company's local team to notify them of issues/concerns unless the Code of Business Conduct isviolated. If a Code of Business Conduct violation is identified or suspected either with the agency or with the Company, CAD shouldbe notified immediately prior to any notification of local operations. CAD will determine next steps in matters of Code of BusinessConduct violations.

Audit Process

Engage an Auditor

While the Company’s Financial and Auditing personnel have some of the necessary internal competencies to conduct some auditprocedures, they do not currently have sufficient expertise or resources for marketing services agency audits. Therefore, an externalaudit firm should be retained to conduct the audit.

An external auditing firm with experience directly related to marketing services can be extremely effective and efficient in performingthese services. In addition, they can educate our associates as to best practice methodology for these types of audits.

Over time, the Company may choose to develop all of the necessary skills and capabilities to execute these services internallythrough CAD. By shadowing the external auditing firms with proven capabilities in providing these services, Company resources willenhance their understanding of not only the audits, but the resources required to conduct them. Therefore, CAD will review theGlobal Plan (proposed audit schedule finalized in March of each year) and determine if there are audits they wish to shadow. CADwill notify the regional contact of their attendance at the audit prior to commencement of the audit.

In rare cases where operating groups feel they have the qualified internal resources available to conduct the audits, they will need tofile an exception with and obtain approval from CAD. Refer to Figure 6.4.2, Exception Process Flowchart, and Supplement 6.4.5,Exception Approval Form.

Figure 6.4.2



Auditing Firms

The Audit Committee of the Board of Directors of the Company approved Ernst & Young (E&Y) as a global external service providerfor executing the Protocol. A global contract has been negotiated with Ernst & Young for the benefit of our entire system. However,geographies do have the option to engage other firms listed in the table below who also have contracts with the Company. Theseauditors are considered preferred vendors with appropriate expertise, and only vendors on this list, whether global or local, arepermitted to provide services in association with this policy. GP&T will review the preferred auditing partners over time to determine ifthe current list is meeting the needs of the Coca-Cola system. Additional audit providers may be added at a local level if needed butwill be evaluated and authorized through GP&T. Maximum pricing has been negotiated for preferred vendors. Contact Tierney Barnes,GP&T, for pricing information.

Individual business units using E&Y do not need to submit RFAs for pre-approval of these agency audit services. The required pre-approval will be obtained globally each year by GP&T.

Audit Location Preferred Auditing Partners Auditor Contact NameAuditor ContactNumber

North America E&YFirmDecisionsHabif, Agrogeti & Wynne (local)Bob McDonough (local)

Kevin SheehanSandy FrankRob CaseyBob McDonough

404-817-5895212-699-3776404-898-7432770-675-3795

Europe FirmDecisionsASJP (local)E&Y

Verity LinfieldAlison Sanderson and JeremyPilmoreMarco Perron

+44 207 637 4466+44 776 691 7964+33 1 46 93 42 75

Asia E&Y Eric Chia +852 2629 3737



FirmDecisionsBiren Parekh (Middle East/Eurasia)Greg Flint

+91 22 5665 5205+617 3720 1501

Australia/New Zealand E&YFirm Decisions

Dan HutchensGreg Flint

+61 2 92485504+617 3720 1501

Latin America E&Y

FirmDecisions

Ricardo BeloAngel Fernandez (Mexico only)Tony Newcomb

+55 11 2112 5623+42 44 4283 1480+55 11 3045 5399

Africa E&YFirmDecisions

Derek EngelbrechtStephen Broderick

+27117723567+44 0207 637 4466

Scope of an Audit

The audit process and procedures are included in the auditor contract. The standard audit procedures should be evaluated whenconducting a compliance audit, in order to ensure coverage within all pertinent areas of the contract and to maintain globalconsistency. Execution of the audit should comply with the minimum acceptable standard steps (refer to Supplement 6.4.3, AuditProgram Template, for the standard agency audit procedures). Some parts of the procedures may not be applicable based upon thenature of the contract with the agency (for example, the media section will not apply to a promotional agency). In addition, eachagency relationship should be evaluated by local operations to determine if more procedures should be added. Any steps other thanthose listed below may result in additional costs for the audit and should be discussed when engaging an auditor. The auditor willensure that all sections of the contract are audited for compliance.

An audit will thoroughly evaluate the current state, usually the most recent 12 month period. The scope of the audit is to ensurecompliance with the terms and conditions outlined in the Company's contract with that agency. This can include an evaluation of:

• Compliance with the remuneration requirements in the executed contract.

• Review of the business requirements as specified in the Terms and Conditions of the contract between the Company and theagency from the initial request for services through the post report of program results.

• Review of the payment and approval process from the signing of an initial estimate through final invoicing.

Data Requirements

A sound audit requires the exchange of information between three parties: the Company, the marketing agency and the auditors.

Initially, the agency will need to provide a summary spreadsheet of all billings during the established 12 month period, as well assystem generated details from their accounting software to ensure accuracy and completeness.

Four weeks prior to the scheduled audit start date, the Company’s Finance and Marketing representatives should provide the auditorswith:

• Copies of the executed contracts between the Company and the agency

• Reports generated by our accounting systems (such as purchase order information) to validate the data with the agency

• Summary of the marketing spend with the agency by project or brand that is not included in the summary spreadsheet (forexample, agency fees, production costs, travel and out-of-pocket expenses)

The auditors need to communicate the general audit plan. Given the volume of work, an appropriate sample size should beestablished upon review of the initial data requirements. Sampling methods can include statistical, random, or judgmental. Actualsample sizes, and the method to be used, can be based on multiple criteria:

• Volume of spending (such as, population)

• Area(s) of focus or risk (for example, spot media vs. national network, broadcast vs. print production.)

• History or issues with the agency to be audited

• Initial testing results - if many exceptions are found during an initial review, it may make sense to choose a larger sample.



Conversely, if there are minimal exceptions found during the initial review, it may make sense to re-direct efforts to anotherpossible area of risk.

Auditors will determine the sample size and methodology to be employed for the audit (20% or greater) using the standard agencyaudit procedures. Note: Media samples are left at 15% due to the typically larger amounts of total spend with these agencies.

Once a sample has been selected, additional information will be needed from the agency, including, but not limited to, the following:

• Client bills

• All payment details

• Job detail reports

• Third party supplier invoices

• Authorized Statements of Work/Project Statements/Media Plans

• Signed estimates

• Time summary by person to support the agreed staffing plan

• Individual timesheets

• Explanation details for all internal charges (for example, production)

• Competitive bids on production jobs

• Overhead calculation summary

• List of production jobs/projects and costs

• Trial Balance

Audit Report

The audit report should provide a clear understanding of the review findings to both organizations. It addresses compliance by theagency, and also highlights areas of risk and/or opportunity when terms or conditions were not met. The audit report may includeobservations regarding issues that are not captured in the current relevant agency contract (such as best practices). Therefore, it is asimportant to standardize the audit report as it is to standardize the audit process. In addition, third party audit firms have beenretained to ensure independent evaluation of the agencies. There may be discussion between the auditors and the local operationsregarding the findings, but the final decision maker with regards to report content and ratings is the independent audit firm.

Refer to Supplement 6.4.4 for the Standard Audit Report Template.

Category of Findings Definition

The Protocol uses a standard format for identifying findings and recommendations. This format defines the degree of risk, as definedby CAD, and Company exposure and ranks the findings according to the need for management attention. The findings are groupedinto four categories: Critical Risk, High Risk, Potential Risk and Operational Opportunities.

I. Critical Risk – Significant instance(s) of non-compliance with the Master Services Agreement were identified and/or significantInternal Control deficiencies were noted. Unless corrected, the instance(s) of non-compliance or control weaknesses couldadversely affect the Company’s financial standing, public image and/or the value of patents, copyrights or trademarks. Further,items can be rated as Critical Risk if 10% or more of the audit population is determined to be unallowable charges andreimbursement to the Company or the Operation is required.

Immediate corrective actions must be taken. A formal progress report is required within 30 days of this report’s issuance date.



II. High Risk – Instance(s) of non-compliance with the Master Services Agreement were identified and/or major Internal Controldeficiencies were noted. Items are rated as High Risk if either supporting documentation for billed charges is inadequate orinternal control processes to track and account for billing information do not exist or are poorly implemented. Further, items canbe rated as High Risk if 10% of the audit sample size is determined to be unallowable charges and reimbursement to theCompany or the Operation should be considered.

Corrective actions should begin within one month of this report's issuance date. A formal progress report is required within 60days.

III. Potential Risk – Instances of non-compliance with the Master Services Agreement were identified and/or certain Internal Controldeficiencies were noted; however, the business risk to the Company or the Operation is currently not significant.

Corrective action should be included as a priority activity within the agency's on-going business activities and referenced in thenext audit to see if risks have been addressed. Formal progress reporting on these items is not required.

IV. Operational Opportunities – A process has the potential for improvement and management attention is suggested.

A re-audit of the agency must occur within the 12 months following the final audit report date when the initial audit results in failure. Failure of an audit is defined as any audit within a 12 month period that results in one or more findings of Critical Risk or three ormore findings of High Risk as defined above.

Audit Reporting Process and Timelines

In order to maintain a good client-agency relationship, it is important that the agency is notified of the results of the audit in a timelymanner. Therefore, the following steps and timelines should be adhered to once the fieldwork for an audit has been completed.

The audit reports from all approved auditors, with the exception of E&Y (covered in the next section), will consist of an ExecutiveSummary and a Detail Report, both containing risk ratings for each finding. Please review the following process or refer to Figure6.4.3, Report Flowchart. In addition, see Supplement 6.4.6 for the Auditor Workflow diagram.

1) Auditor issues draft Detail Report and Executive Summary to Company local operations within 2 weeks aftercompletion of audit fieldwork.

2) Company local operations approves draft within 4 weeks of receipt of the draft. Within this time, local operationsmust review the draft, respond to auditor with any comments or questions, and develop a Management Action Planwhich is forwarded to the auditor to be included in the final Executive Summary. The Management Action Plan isjointly developed by local Marketing and Finance and will describe what is being done by the Agency and theCompany for resolution of the identified issues. If, after 4 weeks , the local operation has not approved the draft andforwarded the Management Action Plan to the auditors, the auditors will notify the geographical CAD Manager forfollowup.**

3) Auditor issues final Detail Report and Executive Summary to Company local operations within 1 week of draft reportapproval, with a copy of the Executive Summary to GP&T. Note: Auditor will also forward a copy of the Detail Reportto GP&T when Critical and High Risk findings occur.

4) Company local operations forwards Executive Summary with Action Plan to Group Finance Managers. Note:Company local operations should also forward a copy of the Detail Report to Group Finance Managers when Criticaland High Risk findings occur.

5) GP&T enters Executive Summary information into Global Audit Tracking Database and forwards Critical and HighRisk Executive Summaries to Corporate Marketing and CAD.

** Please Note: Timeframes listed above are critical to the process. If there is any delay in responding to draft reports(if it will take longer than 4 weeks for scheduling reasons), please notify the auditor.

Since E&Y is the Company’s financial auditor of record, the risk ratings for all marketing services audits performed by E&Y will bedetermined by CAD. Therefore, E&Y will submit only a Detail Report to Company local operations. All final Detail Reports submittedby E&Y will require routing to CAD where risk ratings will be applied prior to final distribution as described below. The process forE&Y audits is as follows:

1) E&Y issues draft Detail Audit Report to Company local operations within 2 weeks after completion of audit fieldwork.



2) Company local operations approves draft within 4 weeks of receipt of the draft. Within this time, local operationsmust review the draft, respond to E&Y with any comments or questions, and develop a Management Action Plan. The Management Action Plan is jointly developed by local Marketing and Finance and will describe what is beingdone by the Agency and the Company for resolution of the identified issues. If, after 4 weeks , the local operationshas not approved the draft, E&Y will notify the geographical CAD Manager for followup.**

3) E&Y issues final Detail Audit Report to Company local operations within 1 week of draft report approval and emailssummary to CAD without ratings.

4) Company local operations forwards the E&Y final Detail Report and the Management Action Plan to CADimmediately upon receipt.

5) Company local operations notifies GP&T of completion of audit reporting and distribution to CAD.

6) CAD reviews report and applies initial risk ratings.

7) CAD discusses and agrees on risk ratings with Company local operations.

8) CAD issues Executive Memo to Company local operations and GP&T within 15 days of E&Y Detail Report &Management Action Plan receipt. CAD will also distribute detail report to GP&T if there are Critical and High Riskfindings.

9) GP&T enters Executive Summary information into Global Audit Tracking database and forwards Critical and High RiskExecutive Summaries to Corporate Marketing.

** Please Note: Timeframes listed above are critical to the process. If there is any delay in responding to draft reports(if it will take longer than 4 weeks for scheduling reasons), please notify E&Y.

All audit findings will be maintained by GP&T in the Agency Audit Tracking Database. This database will be used to track auditschedules and progress over time as well as to look for common findings among agency networks.

Figure 6.4.3, Report Flowchart



The Company's contacts for the Protocol are listed below. Please contact the appropriate individual for specific questions related totheir category:

Department Contact CategoryCorporate Marketing Manager, Worldwide Creative Agency Operations

Ivan Isayev (404-676-3072)

Director, WW Media & Communications OperationsSarah Armstrong (404-676-2262)

Creative/Advertising

Media/Creative/Advertising

Corporate Marketing Vice President, Identity DesignDavid Butler (404-676-2840)

Design

Global Procurement &Trading

Global Procurement Manager, Marketing ProcurementGina Collins (404-676-3580)

Procurement Manager, Marketing Procurement

Global Audit Protocol policy



Tierney Barnes (404-676-1247)

Length of Compliance Audit

Once the Company has authorized an audit, and informed the selected agency, the process should take approximately 15 calendarweeks. A typical plan could resemble the following:

Task TimingThe Company initiates and authorizes work Week 1Request and receive summary report and initialsystems report from the agency

Week 1 - 2

Company communicates audit details such as: thirdparty selected to conduct audit, audit scope, samplesize

Agency collates requested data for the selectedsample

Week 2 - 4*This is dependent on the agency'sability to be efficient in the collection oftheir own data*

Audit performs audit and writes draft report Week 5 - 6Marketing, Finance check for factual accuracy of initialfindings

Week 7

Internal review is conducted and changes/amendmentsdiscussed with the Auditor, Management Action Plan isjointly developed by local Finance, Marketing,Procurement and Legal. Agency is notified of currentaudit status as a courtesy. Agency should be given anidea as to when to expect results to be presented.

Week 7 - 10

Final agreed report is presented to the Company bythe Auditor, Executive Summary is forwarded to GP&T.

Week 11 - 12

The Executive Summary with Action Plan is forwardedto Group Finance Managers and GP&T (see "AuditReporting Process and Timelines" for exact steps andE&Y process).

Week 13 - 14

Findings and Action Plan are presented to agency byMarketing and/or core team

Week 15

Addressing Audit Findings

Each agency relationship is unique to the market which it supports and can also have a multi-geographical impact given some of theCompany’s large network relationships. All network agencies should be audited locally because all contracts are negotiated withineach individual country. Therefore, careful consideration should be given to the both the strategic and tactical decisions stemmingfrom the results of the audit.

As referenced above, the local Finance, Marketing, Procurement and Legal organizations (as applicable) are jointly accountable fordeveloping the Management Action Plan based on audit findings as well as forwarding the final Detail Report and/or ExecutiveSummary with Management Action Plan to Group Finance Managers and GP&T. The Protocol uses a standardized approach foridentifying the degree of Company exposure for any given finding. It is recommended that the same approach be leveraged whendetermining remedial actions. The urgency and completeness of change is much higher given the rank of the finding in correlationwith the need for management attention.

Category of Findings Timing of Solution*Critical Risk Immediate corrective actions must be taken. A formal

progress report is required within 30 days of the report'sissuance date.

High Risk Corrective actions should begin within 30 days of the report'sissuance date. A formal progress report is required within 60days.

Potential Risk Corrective action should be included as a priority activitywithin the agency's on-going business activities andreferenced in the next audit to see if risks have beenaddressed. Formal progress reporting on these items is not



required.Operational Opportunities Both parties will mutually agree to an acceptable timeframe

for a change, if needed

*From the date the agency receives the final audit report.

The performance review process stated in the contract with the agency should be used as the review cycle for both parties to trackthe progress of the remedial action of a concluded audit. They should also be revisited as new reviews take place.

Audit Funding

Funding is a local Marketing decision. The standard, recommended approach for the protocol is for the Company to pay for the initialaudit. Another option for payment would be that the Company and the marketing agency split the cost equally. Furthermore, if a re-audit occurs due to failure of the initial audit as defined above, the cost of the follow up audit can be negotiated with the marketingagency.

When evaluating payment options, the most critical consideration is being certain that the external auditor’s compensation is in noway linked to the outcome of the audit findings. The external auditor should be paid a fixed fee, regardless of the ultimate impact ofthe review. Therefore, the recommended approach of the Company paying for the initial audit promotes the spirit of fairness withinthe client-agency relationship and encourages the agency to be compliant with the established Terms and Conditions. You can ensurethis possibility by stating this language in future agency contracts as well as specifying that agencies pay for any reaudits followingCritical and High Risk findings. However, under certain circumstances, flexibility in payment terms with the audit firm may beconsidered.

The standard compliance audit using preferred global auditors averages between $15,000 and $30,000 depending on scope variationsand geography. European Union Group audits are priced on a per audit basis due to contracted volume commitment. All other auditsglobally are priced based on size of spend with the agency during the time period being audited and are categorized as follows:

small - $500 - $5,000,000medium $5,000,001 - $10,000,000large - $10,000,001 - $20,000,000custom - >$20,000,000

Internal Controls

To assure the accuracy of financial records and reports and to safeguard assets, the following internal controls included underPractices and Procedures are presented by control objective.

Record Budgets

Record budgets in a subsystem by bottler, brand, activity, customer and package or an appropriate combination of these.

Record Commitments Immediately

Commitments should be recorded against their appropriate budget category as soon as made. The budget category should bereviewed to ensure sufficient funds are available to accommodate the commitment.

Shifting Funds

Shifting of funds should be documented and approved by the Division in accordance with the local Chart of Authority. This includesshifts between brands and shifts between advertising, sales promotions, external affairs advertising and external affairs programs.

Supplements

Supplement 6.4.1 provides a description of the sales curve calculation performed and recorded at Headquarters.

Supplement 6.4.2 provides the sales curve calculation formulas.


http://finance.na.ko.com/SPP/SPP%20Sup%206-4-2.xls



Supplement 6.4.3 contains the Audit Program Template

Supplement 6.4.4 contains the Standard Audit Report Template

Supplement 6.4.5 provides the Exception Approval Form

Supplement 6.4.6 provides a diagram of the Auditor Workflow

Supplement 6.4.7 provides a listing of curved and non-curved expenses and deductions.

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For Internal Use Only. Copyright © 2001 The Coca-Cola Company. Maintained by Lisa R. Hutchins, The Controller's Group






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