10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2006

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                  to                 .

Commission File Number 01-09300

(Exact name of registrant as specified in its charter)

Delaware	58-0503352
(State of Incorporation)	(IRS Employer Identification Number)

2500 Windy Ridge Parkway, Atlanta, Georgia 30339

(Address of Principal Executive Offices, including Zip Code)

(770) 989-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Name of each exchange on which registered
Common Stock, par value $1.00 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.    Yes  ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a nonaccelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange Act. (Check one):

Large accelerated filer  þ Accelerated filer  ¨ Nonaccelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).    Yes  ¨    No  þ

The aggregate market value of the registrant’s common stock held by nonaffiliates of the registrant as of June 30, 2006 (assuming, for the sole purpose of this calculation, that all directors and executive officers of the registrant are “affiliates”) was $5,583,408,424 (based on the closing sale price of the registrant’s common stock as reported on the New York Stock Exchange).

There were 479,858,723 shares of common stock outstanding as of January 26, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareowners to be held on April 24, 2007 are incorporated by reference in Part III.

TABLE OF CONTENTS

			Page
PART I
	ITEM 1.	BUSINESS	1
		Introduction	1
		Relationship with The Coca-Cola Company	1
		Territories	2
		Products	2
		Marketing	3
		Raw Materials	5
		North American Beverage Agreements	6
		European Beverage Agreements	12
		Competition	14
		Employees	15
		Governmental Regulation	15
		Financial Information on Industry Segments and Geographic Areas	18
		For More Information About Us	19
		EXECUTIVE OFFICERS OF THE REGISTRANT	20
	ITEM 1A.	RISK FACTORS	21
	ITEM 1B.	UNRESOLVED STAFF COMMENTS	25
	ITEM 2.	PROPERTIES	25
	ITEM 3.	LEGAL PROCEEDINGS	26
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	28
PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	28
	ITEM 6.	SELECTED FINANCIAL DATA	31
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	33
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	60
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	62
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	111
	ITEM 9A.	CONTROLS AND PROCEDURES	111
	ITEM 9B.	OTHER INFORMATION	111
PART III
	ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	111
	ITEM 11.	EXECUTIVE COMPENSATION	112
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	112
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	112
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	112
PART IV
	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	112
	SIGNATURES		121

PART I

ITEM 1. BUSINESS

Introduction

Coca-Cola Enterprises Inc. at a glance

• Markets, sells, manufactures, and distributes nonalcoholic beverages

• Serves a market of approximately 412 million consumers throughout North America, Great Britain, continental France, Belgium, the Netherlands, Luxembourg, and Monaco

• Is the world’s largest Coca-Cola bottler

• Represents approximately 19% of total Coca-Cola product volume worldwide

We were incorporated in Delaware in 1944 by The Coca-Cola Company, and we have been a publicly traded company since 1986. At December 31, 2006, The Coca-Cola Company owned approximately 35% of our common stock.

Our bottling territories in North America and Europe contained approximately 412 million people at the end of 2006. We sold approximately 42 billion bottles and cans (or 2 billion physical cases) throughout our territories in 2006. Products licensed to us through The Coca-Cola Company and its affiliates and its joint ventures represented about 93% of this volume.

We have perpetual bottling rights within the United States for products with the name “Coca-Cola.” For substantially all other products within the United States, and all products elsewhere, the bottling rights have stated expiration dates. Some of these agreements are currently the subject of temporary extensions, as we negotiate definitive agreements with The Coca-Cola Company for renewal periods. For all bottling rights granted by The Coca-Cola Company with stated expiration dates, we believe our interdependent relationship with The Coca-Cola Company and the substantial cost and disruption to that company that would be caused by nonrenewals of these licenses ensure that they will be renewed upon expiration. The terms of these licenses are discussed in more detail in the sections of this report entitled “North American Beverage Agreements” and “European Beverage Agreements.”

References in this report to “we,” “our,” or “us” refer to Coca-Cola Enterprises Inc. and its subsidiaries and divisions, unless the context requires otherwise.

Relationship with The Coca-Cola Company

The Coca-Cola Company is our largest shareowner. Two of our thirteen directors are executive officers of The Coca-Cola Company.

We conduct our business primarily under agreements with The Coca-Cola Company. These agreements give us the exclusive right to produce, market, and distribute beverage products of The Coca-Cola Company in authorized containers in specified territories. These agreements provide The Coca-Cola Company with the ability, in its sole discretion, to establish prices, terms of payment, and other terms and conditions for our purchase of concentrates and syrups from The Coca-Cola Company. See “North American Beverage Agreements” and “European Beverage Agreements.” Other significant transactions and agreements with The Coca-Cola Company include arrangements for cooperative marketing, advertising expenditures, purchases of sweeteners, strategic marketing initiatives, and, from time to time, acquisitions of bottling territories.

We and The Coca-Cola Company continue to expand all aspects of our respective operations to ensure that we are operating in the most efficient and effective way possible. This analysis includes our

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supply chains, information services, and sales organizations. In addition, our objective is to simplify our relationship and to better align our mutual economic interests, which would free up system resources to reinvest against our brands and to drive growth.

Territories

Our bottling territories in North America are located in 46 states of the United States, the District of Columbia, the United States Virgin Islands, and all ten provinces of Canada. At December 31, 2006, these territories contained approximately 265 million people, representing about 79% of the population of the United States and 98% of the population of Canada.

Our bottling territories in Europe consist of Belgium, continental France, Great Britain, Luxembourg, Monaco, and the Netherlands. The aggregate population of these territories was approximately 147 million at December 31, 2006.

During 2006, the revenue split between our North American and European operations was 72% and 28%, respectively. Great Britain contributed approximately 45% of European net operating revenues in 2006.

Products

Our top five brands in North America in 2006:

• Coca-Cola classic

• Diet Coke

• Sprite

• Dasani

• POWERade

Our top five brands in Europe in 2006:

• Coca-Cola

• Diet Coke/Coca-Cola light

• Fanta

• Schweppes

• Sprite

We manufacture most of our finished product from syrups and concentrates that we buy from The Coca-Cola Company and other licensors.

We deliver most of our product directly to retailers for sale to the ultimate consumers, but for some products, in some territories, we distribute through wholesalers who deliver to retailers.

During 2006, our package mix (based on wholesale physical case volume) was as follows:

• In North America:

59.5% cans

14.0% 20-ounce

11.0% 2-liter

15.5% other

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• In Europe:

38.0% cans

32.5% multi-serve PET (1-liter and greater)

13.5% single-serve PET

16.0% other

Marketing

Programs

We rely extensively on advertising and sales promotions in marketing our products. The Coca-Cola Company and the other beverage companies that supply concentrates, syrups, and finished products to us make advertising expenditures in all major media to promote sales in the local areas we serve. We also benefit from national advertising programs conducted by The Coca-Cola Company and other beverage companies. Certain of the marketing expenditures by The Coca-Cola Company and other beverage companies are made pursuant to annual arrangements.

We and The Coca-Cola Company engage in a variety of marketing programs to promote the sale of products of The Coca-Cola Company in territories in which we operate. The amounts to be paid under the programs are determined annually and periodically as the programs progress. The Coca-Cola Company is under no obligation to participate in the programs or continue past levels of funding in the future. The amounts paid and terms of similar programs may differ with other licensees. Marketing support funding programs granted to us provide financial support, principally based on product sales, to offset a portion of the costs to us of the programs.

Global Marketing Fund.    Under its Global Marketing Fund, The Coca-Cola Company pays us $61.5 million annually through December 31, 2014, as support for marketing activities. The term of the fund will automatically be extended for successive ten-year periods thereafter unless either party gives written notice of termination. The marketing activities to be funded will be agreed upon each year as part of the annual joint planning process and will be incorporated into the annual marketing plans of both companies. The Coca-Cola Company may terminate this fund for the balance of any year in which we fail to timely complete the marketing plans or are unable to execute the elements of these plans, when the ability to prevent such failures are within our reasonable control.

Cold Drink Equipment Programs.    We and The Coca-Cola Company (or its affiliates) are parties to Cold Drink Equipment Purchase Partnership programs covering certain of our territories in the United States, Canada, and Europe. The agreements establishing the terms and conditions of these programs have been amended several times — most recently in January 2002, August 2004, February 2005, and December 2005.

Under the January 2002 amendments and restatements, we committed to place 1,200,174 cumulative units of vending equipment in the United States over the period 1999 – 2008; 242,665 units in Canada over the period 1998 – 2008; and 396,867 units in Europe over the period 1998 – 2008.

In the August 2004 amendments, the placement of certain vending equipment in the United States and Canada was deferred from 2004 and 2005 to 2009 and 2010. In exchange for these amendments, we agreed to pay The Coca-Cola Company a total of $15 million, including $1.5 million in 2004, $3 million annually in 2005 through 2008, and $1.5 million in 2009.

In the February 2005 amendment, our European obligations were amended to measure equipment obligations on an annual Europe-wide basis, rather than on a quarterly country-by-country basis, and to alter the mix between coolers and venders. In addition, certain coolers count more than one unit in determining whether we meet our obligations.

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In the December 2005 amendments and restatements of our agreements for the United States and Canada, we moved to a system of “credits” based upon the type of equipment placed (or enhancements to units), based upon expected gross profit contribution. These credits would be applied against annual units required to be placed. The amendments also provided that no violation of the programs will occur upon a shortfall in any year in attaining the required number of credits, so long as the shortfall does not exceed 20% of the required credits, a compensating payment is made to The Coca-Cola Company or its affiliate, and the shortfall is corrected in the following year. The December 2005 amendments were effective as of January 1, 2005.

Under the Cold Drink Equipment Purchase Partnership programs, we are committed to purchase approximately 1.8 million cumulative units of vending equipment through 2010. The agreements specify the number of venders and manual equipment that must be purchased by us in each year during the term of the agreement. Our failure to achieve the required number of credits in any year will not be a violation of the United States or Canadian agreements, provided the conditions described in the December 2005 amendments are met.

If we fail to meet our minimum purchase requirements for any calendar year, we will meet with The Coca-Cola Company to mutually develop a reasonable solution/alternative based on marketplace developments, mutual assessment and agreement relative to the continuing availability of profitable placement opportunities, and continuing participation in the market planning process between the two companies. The program can be terminated if no agreement about the shortfall is reached, and the shortfall is not remedied by the end of the first quarter of the succeeding calendar year. The program can also be terminated if the agreement is otherwise breached by us and not resolved within 90 days after notice from The Coca-Cola Company. Upon termination, certain funding amounts previously paid to us would be repaid to The Coca-Cola Company, plus interest at one percent per month from the date of initial funding. However, provided that we have partially performed, such repayment obligation shall be reduced to such lesser amount as The Coca-Cola Company shall reasonably determine will be adequate to deliver the financial returns that would have been received by The Coca-Cola Company had all equipment placement commitments been fully performed, and had the vending volume reasonably anticipated by The Coca-Cola Company been achieved. We would be excused from any failure to perform under the program that is occasioned by any cause beyond our reasonable control.

Equipment purchased by us is to be kept in place at customer locations for at least 12 years from date of purchase, with certain exceptions.

We are required to establish, maintain, and publish for our employees a “flavor set standard” applicable to all venders and units of manual equipment we own, requiring a certain percentage of the products dispensed to be products of The Coca-Cola Company.

For 12 years following the purchase of equipment, we are required to report to The Coca-Cola Company whether equipment purchased under the program has generated, on average, a specified minimum weekly volume and/or gross profit for The Coca-Cola Company during the preceding twelve months. If we are in material breach of any of our agreements with respect to the production and sale of products of The Coca-Cola Company during the term of the agreement, or if we attempt to terminate any of those agreements absent breach by The Coca-Cola Company, then The Coca-Cola Company may terminate the program and recover all money paid to us under the agreement. In the event of a partial performance, the amount to be repaid would be reduced to an amount that is adequate (in The Coca-Cola Company’s reasonable determination) to deliver the financial returns that would have been received by The Coca-Cola Company had all equipment placement commitments been fully performed, and had reasonably anticipated throughputs and/or gross profit for The Coca-Cola Company been achieved.

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We received approximately $1.2 billion in payments under the programs during the period 1994 through 2001. No additional amounts are due.

No refunds of amounts previously earned have ever been paid under these programs, and we believe the probability of a partial refund of amounts previously earned under the programs is remote. We believe we would in all cases resolve any matters that might arise regarding these programs. We and The Coca-Cola Company have amended prior agreements to reflect, where appropriate, modified goals, and we believe that we can continue to resolve any differences that might arise over our performance requirements under the cold drink equipment programs, as evidenced by our amendments to the North American programs in 2004 and 2005, discussed above.

Transition Support Funding for Herb Coca-Cola.    The Coca-Cola Company has agreed to provide support payments for the marketing of certain of its brands in the territories of Hondo Incorporated and Herbco Enterprises, Inc. acquired by us in July 2001. We received $14 million in 2006 and will receive $14 million annually through 2008, and $11 million in 2009. Payments received and earned under this agreement are not refundable to The Coca-Cola Company.

Seasonality

Sales of our products are seasonal, with the second and third calendar quarters accounting for higher sales volumes than the first and fourth quarters. Sales in the European bottling territories are more volatile because of the higher sensitivity of European consumption to weather conditions.

Large Customers

Approximately 54% of our North American bottle and can volume and approximately 43% of our European bottle and can volume are sold through the supermarket channel. The supermarket industry is in the process of consolidating, and a few chains control a significant amount of the volume. The loss of one or more chains as a customer could have a material adverse effect upon our business, but we believe that any such loss in North America would be unlikely, because of our products’ proven ability to bring retail traffic into the supermarket and the resulting benefits to the store, and because we are the only source for our bottle and can products within our exclusive territories. Within the European Union, however, our customers can order from any other Coca-Cola bottler within the EU, some of which may have lower prices than our European bottlers. No customer accounted for 10% or more of our consolidated revenue in 2006, although 2006 sales to Wal-Mart Stores Inc. and its affiliated companies exceeded 10% of our North American revenues.

Raw Materials

In addition to concentrates, sweeteners, juices, and finished product, we purchase carbon dioxide, PET preforms, glass and plastic bottles, cans, closures, post-mix (fountain syrup) packaging — such as plastic bags in cardboard boxes — and other packaging materials. We generally purchase our raw materials, other than concentrates, syrups, mineral waters, and sweeteners, from multiple suppliers. The beverage agreements with The Coca-Cola Company provide that all authorized containers, closures, cases, cartons and other packages, and labels for the products of The Coca-Cola Company must be purchased from manufacturers approved by The Coca-Cola Company.

High fructose corn syrup is the principal sweetener used by us in the United States and Canada for beverage products, other than low-calorie products, of The Coca-Cola Company and other cross-franchise brands. Sugar (sucrose) was also used as a sweetener in Canada during 2006. During 2006, substantially all of our requirements for sweeteners in the United States were supplied through

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purchases by us from The Coca-Cola Company. In Europe, the principal sweetener is sugar from sugar beets, purchased from multiple suppliers. We do not separately purchase low-calorie sweeteners, because sweeteners for low-calorie beverage products are contained in the syrup or concentrate we purchase.

We currently purchase most of our requirements for plastic bottles in North America from manufacturers jointly owned by us and other Coca-Cola bottlers, one of which is a production cooperative in which we participate. We are the majority shareowner of Western Container Corporation, a major producer of plastic bottles. In Europe, we produce most of our plastic bottle requirements using preforms purchased from various merchant suppliers. We believe that ownership interests in certain suppliers, participation in cooperatives, and the self-manufacture of certain packages, serve to reduce or manage costs.

We, together with all other bottlers of Coca-Cola in the United States, are a member of the Coca-Cola Bottlers’ Sales & Services Company LLC (“CCBSS”), which combines the purchasing volumes for goods and supplies of multiple Coca-Cola bottlers to achieve efficiencies in purchasing. CCBSS currently participates in procurement activities with other large Coca-Cola bottlers worldwide. Through its Customer Business Solutions group, CCBSS also consolidates North American sales information for national customers.

We do not use any materials or supplies that are currently in short supply, although the supply and price of specific materials or supplies are periodically adversely affected by strikes, weather conditions, governmental controls, national emergencies, and price or supply fluctuations of their raw material components.

We anticipate significant increases in the cost of certain raw materials during 2007, principally high fructose corn syrup (“HFCS”) and aluminum used in our cans. In addition, we believe that the HFCS cost increases may continue into 2008.

In recent years, there has been consolidation among suppliers of certain of our raw materials. This reduction in the number of competitive sources of supply can have an adverse effect upon our ability to negotiate the lowest costs and, in light of our relatively small in-plant raw material inventory levels, has the potential for causing interruptions in our supply of raw materials.

North American Beverage Agreements

POWERade Litigation

Certain aspects of the United States beverage agreements described in this report are affected by the proposed settlement of the Ozarks Coca-Cola/Dr. Pepper Bottling Company and the Coca-Cola Bottling Company United lawsuits discussed later in this report in Part I, Item 3 (“Legal Proceedings”). Approved alternative route to market projects undertaken by us, The Coca-Cola Company, and other bottlers of Coca-Cola would, in some instances, permit delivery into the territories of all bottlers (in exchange for compensation in most circumstances) despite the terms of the United States beverage agreements making such territories exclusive.

Pricing

Pursuant to the North American beverage agreements, The Coca-Cola Company establishes the prices charged to us for concentrates for beverages bearing the trademark “Coca-Cola” or “Coke” (the “Coca-Cola Trademark Beverages”), Allied Beverages (as defined below), noncarbonated beverages, and post-mix. The Coca-Cola Company has no rights under the United States beverage agreements to establish the resale prices at which we sell our products.

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Domestic Cola and Allied Beverage Agreements in the United States with The Coca-Cola Company

We purchase concentrates from The Coca-Cola Company and produce, market, and distribute our principal nonalcoholic beverage products within the United States under two basic forms of beverage agreements with The Coca-Cola Company: beverage agreements that cover the Coca-Cola Trademark Beverages (the “Cola Beverage Agreements”), and beverage agreements that cover other carbonated and some noncarbonated beverages of The Coca-Cola Company (the “Allied Beverages” and “Allied Beverage Agreements”) (referred to collectively in this report as the “Domestic Cola and Allied Beverage Agreements”), although in some instances we distribute carbonated and noncarbonated beverages without a written agreement. We are a party to one Cola Beverage Agreement and to various Allied Beverage Agreements for each territory. In this “North American Beverage Agreements” section, unless the context indicates otherwise, a reference to us refers to the legal entity in the United States that is a party to the beverage agreements with The Coca-Cola Company.

Cola Beverage Agreements in the United States with The Coca-Cola Company

Exclusivity.    The Cola Beverage Agreements provide that we will purchase our entire requirements of concentrates and syrups for Coca-Cola Trademark Beverages from The Coca-Cola Company at prices, terms of payment, and other terms and conditions of supply determined from time to time by The Coca-Cola Company at its sole discretion. We may not produce, distribute, or handle cola products other than those of The Coca-Cola Company. We have the exclusive right to distribute Coca-Cola Trademark Beverages for sale in authorized containers within our territories. The Coca-Cola Company may determine, at its sole discretion, what types of containers are authorized for use with products of The Coca-Cola Company.

Transshipping.    We may not sell Coca-Cola Trademark Beverages outside our territories.

Our Obligations.    We are obligated:

(a) to maintain such plant and equipment, staff and distribution, and vending facilities as are capable of manufacturing, packaging, and distributing Coca-Cola Trademark Beverages in accordance with the Cola Beverage Agreements and in sufficient quantities to satisfy fully the demand for these beverages in our territories;

(b) to undertake adequate quality control measures prescribed by The Coca-Cola Company;

(c) to develop and to stimulate the demand for Coca-Cola Trademark Beverages in our territories;

(d) to use all approved means and spend such funds on advertising and other forms of marketing as may be reasonably required to satisfy that objective; and

(e) to maintain such sound financial capacity as may be reasonably necessary to assure our performance of our obligations to The Coca-Cola Company.

We are required to meet annually with The Coca-Cola Company to present our marketing, management, and advertising plans for the Coca-Cola Trademark Beverages for the upcoming year, including financial plans showing that we have the consolidated financial capacity to perform our duties and obligations to The Coca-Cola Company. The Coca-Cola Company may not unreasonably withhold approval of such plans. If we carry out our plans in all material respects, we will be deemed to have satisfied our obligations to develop, stimulate, and satisfy fully the demand for the Coca-Cola Trademark Beverages and to maintain the requisite financial capacity. Failure to carry out such plans in all material respects would constitute an event of default that, if not cured within 120 days of written

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notice of the failure, would give The Coca-Cola Company the right to terminate the Cola Beverage Agreements. If we, at any time, fail to carry out a plan in all material respects in any geographic segment of our territory, and if such failure is not cured within six months after written notice of the failure, The Coca-Cola Company may reduce the territory covered by that Cola Beverage Agreement by eliminating the portion of the territory in which such failure has occurred.

Acquisition of Other Bottlers.    If we acquire control, directly or indirectly, of any bottler of Coca-Cola Trademark Beverages in the United States, or any party controlling a bottler of Coca-Cola Trademark Beverages in the United States, we must cause the acquired bottler to amend its agreement for the Coca-Cola Trademark Beverages to conform to the terms of the Cola Beverage Agreements.

Term and Termination.    The Cola Beverage Agreements are perpetual, but they are subject to termination by The Coca-Cola Company upon the occurrence of an event of default by us. Events of default with respect to each Cola Beverage Agreement include:

(a) production or sale of any cola product not authorized by The Coca-Cola Company;

(b) insolvency, bankruptcy, dissolution, receivership, or the like;

(c) any disposition by us of any voting securities of any bottling company without the consent of The Coca-Cola Company; and

(d) any material breach of any of our obligations under that Cola Beverage Agreement that remains unresolved for 120 days after written notice by The Coca-Cola Company.

If any Cola Beverage Agreement is terminated because of an event of default, The Coca-Cola Company has the right to terminate all other Cola Beverage Agreements we hold.

In addition, each Cola Beverage Agreement provides that The Coca-Cola Company has the right to terminate that Cola Beverage Agreement if a person or affiliated group (with specified exceptions) acquires or obtains any contract or other right to acquire, directly or indirectly, beneficial ownership of more than 10% of any class or series of our voting securities. However, The Coca-Cola Company has agreed with us that this provision will not apply with respect to the ownership of any class or series of our voting securities, although it applies to the voting securities of each bottling company subsidiary.

The provisions of the Cola Beverage Agreements that make it an event of default to dispose of any Cola Beverage Agreement or voting securities of any bottling company subsidiary without the consent of The Coca-Cola Company and that prohibit the assignment or transfer of the Cola Beverage Agreements are designed to preclude any person not acceptable to The Coca-Cola Company from obtaining an assignment of a Cola Beverage Agreement or from acquiring any of our voting securities of our bottling subsidiaries. These provisions prevent us from selling or transferring any of our interest in any bottling operations without the consent of The Coca-Cola Company. These provisions may also make it impossible for us to benefit from certain transactions, such as mergers or acquisitions that might be beneficial to us and our shareowners, but which are not acceptable to The Coca-Cola Company.

Allied Beverage Agreements in the United States with The Coca-Cola Company

The Allied Beverages are beverages of The Coca-Cola Company, its subsidiaries, and joint ventures that are either carbonated beverages, but not Coca-Cola Trademark Beverages, or are certain noncarbonated beverages, such as Hi-C fruit drinks. The Allied Beverage Agreements contain provisions that are similar to those of the Cola Beverage Agreements with respect to transshipping,

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authorized containers, planning, quality control, transfer restrictions, and related matters but have certain significant differences from the Cola Beverage Agreements.

Exclusivity.    Under the Allied Beverage Agreements, we have exclusive rights to distribute the Allied Beverages in authorized containers in specified territories. Like the Cola Beverage Agreements, we have advertising, marketing, and promotional obligations, but without restriction for most brands as to the marketing of products with similar flavors, as long as there is no manufacturing or handling of other products that would imitate, infringe upon or cause confusion with, the products of The Coca-Cola Company. The Coca-Cola Company has the right to discontinue any or all Allied Beverages, and we have a right, but not an obligation, under each of the Allied Beverage Agreements (except under the Allied Beverage Agreements for Hi-C fruit drinks) to elect to market any new beverage introduced by The Coca-Cola Company under the trademarks covered by the respective Allied Beverage Agreements.

Term and Termination.    Each Allied Beverage Agreement has a term of ten or fifteen years and is renewable by us for an additional ten or fifteen years at the end of each term. Renewal is at our option. We currently intend to renew substantially all the Allied Beverage Agreements as they expire. The Allied Beverage Agreements are subject to termination in the event we default. The Coca-Cola Company may terminate an Allied Beverage Agreement in the event of: (i) insolvency, bankruptcy, dissolution, receivership, or the like; (ii) termination of our Cola Beverage Agreement by either party for any reason; or (iii) any material breach of any of our obligations under the Allied Beverage Agreement that remains uncured after required prior written notice by The Coca-Cola Company.

Noncarbonated Beverage Agreements in the United States with The Coca-Cola Company

We purchase and distribute certain noncarbonated beverages such as isotonics and juice drinks in finished form from The Coca-Cola Company, or its designees or joint ventures, and produce, market, and distribute Dasani water, pursuant to the terms of marketing and distribution agreements (the “Noncarbonated Beverage Agreements”). The Noncarbonated Beverage Agreements contain provisions that are similar to the Domestic Cola and Allied Beverage Agreements with respect to authorized containers, planning, quality control, transfer restrictions, and related matters but have certain significant differences from the Domestic Cola and Allied Beverage Agreements.

Exclusivity.    Unlike the Domestic Cola and Allied Beverage Agreements, which grant us exclusivity in the distribution of the covered beverages in our territory, the Noncarbonated Beverage Agreements grant exclusivity but permit The Coca-Cola Company to test market the noncarbonated beverage products in the territory, subject to our right of first refusal to do so, and to sell the noncarbonated beverages to commissaries for delivery to retail outlets in the territory where noncarbonated beverages are consumed on-premise, such as restaurants. The Coca-Cola Company must pay us certain fees for lost volume, delivery, and taxes in the event of such commissary sales. Also, under the Noncarbonated Beverage Agreements, we may not sell other beverages in the same product category.

Pricing.    The Coca-Cola Company, at its sole discretion, establishes the pricing we must pay for the noncarbonated beverages or, in the case of Dasani, the concentrate, but has agreed, under certain circumstances for some products, to give the benefit of more favorable pricing if such pricing is offered to other bottlers of Coca-Cola products.

Term.    Each of the Noncarbonated Beverage Agreements has a term of ten or fifteen years and is renewable by us for an additional ten years at the end of each term. Renewal is at our option. We currently intend to renew substantially all of the Noncarbonated Beverage Agreements as they expire.

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Marketing and Other Support in the United States from The Coca-Cola Company

The Coca-Cola Company has no obligation under the Domestic Cola and Allied Beverage Agreements and Noncarbonated Beverage Agreements to participate with us in expenditures for advertising, marketing, and other support. However, it contributed to such expenditures and undertook independent advertising and marketing activities, as well as cooperative advertising and sales promotion programs in 2006. See “Marketing — Programs.”

Post-Mix Sales and Marketing Agreements in the United States with The Coca-Cola Company

We have a distributorship appointment that ends on December 31, 2007 to sell and deliver the post-mix products of The Coca-Cola Company. The appointment is terminable by either party for any reason upon ten days’ written notice. Under the terms of the appointment, we are authorized to distribute such products to retailers for dispensing to consumers within the United States. Unlike the Domestic Cola and Allied Beverage Agreements, there is no exclusive territory, and we face competition not only from sellers of other such products but also from other sellers of such products (including The Coca-Cola Company). In 2006, we sold and/or delivered such post-mix products in all of our major territories in the United States. Depending on the territory, we are involved in the sale, distribution, and marketing of post-mix syrups in differing degrees. In some territories, we sell syrup on our own behalf, but the primary responsibility for marketing lies with The Coca-Cola Company. In other territories, we are responsible for marketing post-mix syrup to certain segments of the business.

Beverage Agreements in the United States with Other Licensors

The beverage agreements in the United States between us and other licensors of beverage products and syrups contain restrictions generally similar in effect to those in the Domestic Cola and Allied Beverage Agreements as to use of trademarks and trade names, approved bottles, cans and labels, sale of imitations, and causes for termination. Those agreements generally give those licensors the unilateral right to change the prices for their products and syrups at any time in their sole discretion. Some of these beverage agreements have limited terms of appointment and, in most instances, prohibit us from dealing in products with similar flavors in certain territories. Our agreements with subsidiaries of Cadbury Schweppes plc, which represented in 2006 approximately 7% of the beverages sold by us in the United States and the Caribbean, provide that the parties will give each other at least one year’s notice prior to terminating the agreement for any brand, and pay certain fees in some circumstances. Also, we have agreed that we would not cease distributing Dr Pepper brand products prior to December 31, 2010, or Canada Dry, Schweppes, or Squirt brand products prior to December 31, 2010. The termination provisions for Dr Pepper renew for five-year periods; those for the other Cadbury brands renew for three-year periods.

We distribute Rockstar beverages under a subdistribution agreement with The Coca-Cola Company that has terms and conditions similar in many respects to the Allied Beverage Agreements. The Rockstar subdistribution agreement has a four-year term, does not cover all our territory in the United States, and permits certain other sellers of Rockstar beverages in the territory to continue distribution. We purchase Rockstar beverages from Rockstar, Inc. and pay certain fees to The Coca-Cola Company.

In 2007, we will begin the distribution of AriZona Tea in the United States. We have the exclusive rights to distribute certain AriZona brands and packages in certain channels in certain territories for five years, with options to renew. We have additional rights of first refusal for any additional flavors of the same package in the United States.

Canadian Beverage Agreements with The Coca-Cola Company

Our bottler in Canada produces, markets, and distributes Coca-Cola Trademark Beverages, Allied Beverages, and noncarbonated beverages of The Coca-Cola Company and Coca-Cola Ltd., an affiliate

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of The Coca-Cola Company (“Coca-Cola Beverage Products”), in its territories pursuant to license agreements and arrangements with Coca-Cola Ltd., and in certain cases, with The Coca-Cola Company (“Canadian Beverage Agreements”). The Canadian Beverage Agreements are similar to the Domestic Cola and Allied Beverage Agreements with respect to authorized containers, planning, quality control, transshipping, transfer restrictions, termination, and related matters but have certain significant differences from the Domestic Cola and Allied Beverage Agreements.

Exclusivity.    The Canadian Beverage Agreement for Coca-Cola Trademark Beverages gives us the exclusive right to distribute Coca-Cola Trademark Beverages in our territories in bottles authorized by Coca-Cola Ltd. We are also authorized on a nonexclusive basis to sell, distribute, and produce canned, pre-mix, and post-mix Coca-Cola Trademark Beverages in such territories. At present, there are no other authorized producers or distributors of canned, pre-mix, or post-mix Coca-Cola Trademark Beverages in our territories, and we have been advised by Coca-Cola Ltd. that there are no present intentions to authorize any such producers or distributors in the future. In general, the Canadian Beverage Agreement for Coca-Cola Trademark Beverages prohibits us from producing or distributing beverages other than the Coca-Cola Trademark Beverages unless Coca-Cola Ltd. has given us written notice that it approves the production and distribution of such beverages.

Pricing.    Coca-Cola Ltd., an affiliate of The Coca-Cola Company, supplies the concentrates for the Coca-Cola Trademark Beverages and may establish and revise at any time the price of concentrates, the payment terms, and the other terms and conditions under which we purchase concentrates for the Coca-Cola Trademark Beverages. Unlike other beverage agreements in other parts of the world, Coca-Cola Ltd. may, in its sole discretion, establish maximum prices at which the Coca-Cola Trademark Beverages may be sold by us to our retailers. Coca-Cola Ltd. may also establish maximum retail prices for such beverages, and we are required to use our best efforts to maintain such maximum retail prices. We may not require a deposit on any container used by us for the sale of the Coca-Cola Trademark Beverages unless we are required by law or approved by Coca-Cola Ltd., and, if a deposit is required, such deposit may not exceed the greater of the minimum deposit required by law or the deposit approved by Coca-Cola Ltd.

Term.    The Canadian Beverage Agreements for Coca-Cola Trademark Beverages expire on July 28, 2007, with provisions to renew for two additional terms of ten years each, provided generally that we have complied with and continue to be capable of complying with their provisions. We are working with Coca-Cola Ltd. and The Coca-Cola Company to reach new agreements that will meet mutually acceptable objectives. We believe that our interdependent relationship with The Coca-Cola Company and the substantial cost and disruption to that company that would be caused by nonrenewals ensure that these agreements will be renewed upon expiration. Our authorizations to produce, distribute, and sell pre-mix and post-mix Coca-Cola Trademark Beverages may be terminated by either party on 90 days’ written notice.

Marketing and Other Support.    Coca-Cola Ltd. has no obligation under the Canadian Beverage Agreements to participate with us in expenditures for advertising, marketing, and other support. However, it contributed to such expenditures and undertook independent advertising and marketing activities, as well as cooperative advertising and sales promotion programs in 2006. See “Marketing —Programs.”

Other Coca-Cola Beverage Products.    Our license agreements and arrangements with Coca-Cola Ltd., and in certain cases, with The Coca-Cola Company, for the Coca-Cola Beverage Products other than Coca-Cola Trademark Beverages are on terms generally similar to those contained in the license agreement for the Coca-Cola Trademark Beverages.

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Beverage Agreements in Canada with Other Licensors

We have several license agreements and arrangements with other licensors, including license agreements with subsidiaries of Cadbury Schweppes plc having terms expiring on July 27, 2007 and in December 2036, each being renewable for successive five-year terms until terminated by either party. We are working with Cadbury Schweppes to reach a new agreement that will meet mutually acceptable objectives for the agreement due to expire on July 27, 2007. Given the potential disruption and cost to the system that would be caused by a nonrenewal, it is expected that new agreements will be reached prior to the expiration date. These beverage agreements generally give us the exclusive right to produce and distribute authorized beverages in authorized packaging in specified territories. These beverage agreements also generally provide flexible pricing for the licensors, and in many instances, prohibit us from dealing in beverages confusing with, or imitative of, the authorized beverages. These agreements contain restrictions generally similar to those in the Canadian Beverage Agreements regarding the use of trademarks, approved bottles, cans and labels, sales of imitations, and causes for termination. We have exclusive rights throughout Canada for the distribution of Rockstar beverages, which began in 2005. In 2006, we began distribution of AriZona Teas in Canada. We have the exclusive rights to distribute certain AriZona brands and packages for five years, with options to renew. We have additional rights of first refusal for any additional AriZona brands and packages.

European Beverage Agreements

European Beverage Agreements with The Coca-Cola Company

Our bottlers in Belgium, continental France, Great Britain, Monaco, and the Netherlands and our distributor in Luxembourg (the “European Bottlers”) operate in their respective territories under bottler and distributor agreements with The Coca-Cola Company and The Coca-Cola Export Corporation (the “European Beverage Agreements”). The European Beverage Agreements have certain significant differences, described below, from the beverage agreements in North America.

We believe that the European Beverage Agreements are substantially similar to other agreements between The Coca-Cola Company and other European bottlers of Coca-Cola Trademark Beverages and Allied Beverages.

Exclusivity.    Subject to the European Supplemental Agreement, described below in this report, and certain minor exceptions, our European Bottlers have the exclusive rights granted by The Coca-Cola Company in their territories to sell the beverages covered by their respective European Beverage Agreements in glass bottles, plastic bottles, and/or cans. The covered beverages include Coca-Cola Trademark Beverages, Allied Beverages, noncarbonated beverages, and certain beverages not sold in the United States. The Coca-Cola Company has retained the rights, under certain circumstances, to produce and sell, or authorize third parties to produce and sell, the beverages in any other manner or form within the territories. The Coca-Cola Company has granted our European Bottlers a nonexclusive authorization to package and sell post-mix and/or pre-mix beverages in their territories.

Transshipping.    Our European Bottlers are prohibited from making sales of the beverages outside of their territories, or to anyone intending to resell the beverages outside their territories, without the consent of The Coca-Cola Company, except for sales arising out of an unsolicited order from a customer in another member state of the European Economic Area or for export to another such member state. The European Beverage Agreements also contemplate that there may be instances in which large or special buyers have operations transcending the boundaries of the territories, and in such instances, our European Bottlers agree not to oppose, without valid reason, any additional measures deemed necessary by The Coca-Cola Company to improve sales and distribution to such

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customers. Certain of our European territories, Great Britain in particular, are susceptible to transshipping from bottlers located in other countries where costs are lower. Transshipped product adversely affects our bottlers’ sales, and the trend has become material to our European sales.

Pricing.    The European Beverage Agreements provide that the sales of concentrate, beverage base, juices, mineral waters, and other goods to our European Bottlers are at prices which are set from time to time by The Coca-Cola Company in its sole discretion.

Term and Termination.    The European Beverage Agreements expired July 26, 2006 for Belgium, continental France, and the Netherlands; February 10, 2007 for Great Britain; and will expire January 30, 2008 for Luxembourg, unless terminated earlier as provided therein. If our European Bottlers have complied fully with the agreements during the initial term, are “capable of the continued promotion, development, and exploitation of the full potential of the business,” and request an extension of the agreement, an additional ten-year term may be granted at the sole discretion of The Coca-Cola Company.

In December 2005, we requested extensions of our agreements for Belgium, continental France, and the Netherlands, and in September 2006 we made a similar request for Great Britain. The agreements have been extended by The Coca-Cola Company on a temporary basis until August 10, 2007 for Great Britain, and until July 26, 2007 for Belgium, France, and the Netherlands. The Coca-Cola Company has taken the position that it would like to put in place a new form of agreement, and we have contended that we are entitled to extensions of the existing agreements. We intend to resolve these questions. We believe that our interdependent relationship with The Coca-Cola Company and the substantial cost and disruption to that company that would be caused by nonrenewals ensure that these contractual issues will be resolved.

In February 2007, we requested an extension of the Luxembourg agreement for an additional term of ten years.

The Coca-Cola Company is given the right to terminate the European Beverage Agreements before the expiration of the stated term upon the insolvency, bankruptcy, nationalization, or similar condition of our European Bottlers or the occurrence of a default under the European Beverage Agreements which is not remedied within 60 days of written notice of the default by The Coca-Cola Company. The European Beverage Agreements may be terminated by either party in the event foreign exchange is unavailable or local laws prevent performance. They also terminate automatically, after a certain lapse of time, if any of our European Bottlers refuse to pay a beverage base price increase for the beverage “Coca-Cola.” The post-mix and pre-mix authorizations are terminable by either party with 90 days’ prior written notice.

European Supplemental Agreement with The Coca-Cola Company

In addition to the European Beverage Agreements described above, our European Bottlers (excluding the Luxembourg distributor), The Coca-Cola Company, and The Coca-Cola Export Corporation are parties to a supplemental agreement (the “European Supplemental Agreement”) with regard to our European Bottlers’ rights pursuant to the European Beverage Agreements. The European Supplemental Agreement permits our European Bottlers to prepare, package, distribute, and sell the beverages covered by any of our European Bottlers’ European Beverage Agreements in any other territory of our European Bottlers, provided that we and The Coca-Cola Company have reached agreement upon a business plan for such beverages. The European Supplemental Agreement may be terminated, either in whole or in part by territory, by The Coca-Cola Company at any time with 90 days’ prior written notice.

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Marketing and Other Support in Europe from The Coca-Cola Company

The Coca-Cola Company has no obligation under the European Beverage Agreements to participate with us in expenditures for advertising, marketing, and other support. However, it contributed to such expenditures and undertook independent advertising and marketing activities, as well as cooperative advertising and sales promotion programs in 2006. See “Marketing — Programs.”

Beverage Agreements in Europe with Other Licensors

The beverage agreements between us and other licensors of beverage products and syrups generally give those licensors the unilateral right to change the prices for their products and syrups at any time in their sole discretion. Some of these beverage agreements have limited terms of appointment and, in most instances, prohibit us from dealing in products with similar flavors. Those agreements contain restrictions generally similar in effect to those in the European Beverage Agreements as to the use of trademarks and trade names, approved bottles, cans and labels, sale of imitations, planning, and causes for termination. As a condition to Cadbury Schweppes plc’s sale of its 51% interest in the British bottler to us in February 1997, we entered into agreements concerning certain aspects of the Cadbury Schweppes products distributed by the British bottler (the “Cadbury Schweppes Agreements”). These agreements impose obligations upon us with respect to the marketing, sale, and distribution of Cadbury Schweppes products within the British bottler’s territory. These agreements further require the British bottler to achieve certain agreed-upon growth rates for Cadbury Schweppes brands and grant certain rights and remedies to Cadbury Schweppes if these rates are not met. These agreements also place some limitations upon the British bottler’s ability to discontinue Cadbury Schweppes brands, and recognize the exclusivity of certain Cadbury Schweppes brands in their respective flavor categories. The British bottler is given the first right to any new Cadbury Schweppes brands introduced in the territory. These agreements run through 2012 and are automatically renewed for a ten-year term thereafter unless terminated by either party. In 1999, The Coca-Cola Company acquired the Cadbury Schweppes beverage brands in, among other places, the United Kingdom. The Cadbury Schweppes beverage brands were not acquired in any other countries in which our European Bottlers operate. Some Cadbury Schweppes beverage brands were acquired by assignment and others by purchase of the entity owning the brand; both methods are referred to as “assignments” for purposes of this section. Pursuant to the acquisition, Cadbury Schweppes assigned the Cadbury Schweppes Agreements to an affiliate of The Coca-Cola Company. The assignment did not cause a substantive modification of the terms and conditions of the Cadbury Schweppes Agreements.

Competition

The nonalcoholic beverage category of the commercial beverages industry in which we compete is highly competitive. We face competitors that differ not only between our North American and European territories, but also within individual markets in these territories. Moreover, competition exists not only in this category but also between the nonalcoholic and alcoholic categories.

Marketing, breadth of product offering, new product and package innovations, and pricing are significant factors affecting our competitive position, but the consumer and customer goodwill associated with our products’ trademarks is our most favorable factor. Other competitive factors include distribution and sales methods, merchandising productivity, customer service, trade and community relationships, the management of sales and promotional activities, and access to manufacturing and distribution. Management of cold drink equipment, including vending and cooler merchandising equipment, is also a competitive factor. We face strong competition by companies that produce and sell competing products to a consolidating retail sector where buyers are able to choose freely between our products and those of our competitors.

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In 2006, our sales represented approximately 13% of total nonalcoholic beverage sales in our North American territories and approximately 8% of total nonalcoholic beverage sales in our European territories. Sales of our products compared to combined alcoholic and nonalcoholic beverage products in our territories would be significantly less.

Our competitors include the local bottlers of competing products and manufacturers of private label products. For example, we compete with bottlers of products of PepsiCo, Inc., Cadbury Schweppes plc, Nestle S.A., Groupe Danone, Kraft Foods Inc., and private label products including those of certain of our customers. In certain of our territories, we sell products we compete against in other territories; however, in all our territories our primary business is the marketing, sale, manufacture, and distribution of products of The Coca-Cola Company. Our primary competitor in each territory may vary, but within North America, our predominant competitors are The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc.

Employees

At December 31, 2006, we employed approximately 74,000 people — about 10,200 of whom worked in our European territories.

Approximately 18,800 of our employees in North America in 164 different employee units are covered by collective bargaining agreements, and essentially all of our employees in Europe are covered by local labor agreements. These bargaining agreements expire at various dates over the next seven years — including 33 agreements in North America expiring in 2007 — but we believe that we will be able to renegotiate subsequent agreements upon satisfactory terms.

Governmental Regulation

Packaging

Anti-litter measures have been enacted in the United States in California, Connecticut, Delaware, Hawaii, Iowa, Maine, Massachusetts, Michigan, New York, Oregon, and Vermont. Some of these measures prohibit the sale of certain beverages, whether in refillable or nonrefillable containers, unless a deposit is charged by the retailer for the container. The retailer or redemption center refunds all or some of the deposit to the customer upon the return of the container. The containers are then returned to the bottler, which, in most jurisdictions, must pay the refund and, in certain others, must also pay a handling fee. In California, a levy is imposed on beverage containers to fund a waste recovery system. In the past, similar legislation has been proposed but not adopted elsewhere, although we anticipate that additional jurisdictions may enact such laws. Massachusetts requires the creation of a deposit transaction fund by bottlers and the payment to the state of balances in that fund that exceed three months of deposits received, net of deposits repaid to customers and interest earned. Michigan also has a statute requiring bottlers to pay to the state unclaimed container deposits.

In Canada, soft drink containers are subject to waste management measures in each of the ten provinces. Seven provinces have forced deposit schemes, of which three have half-back deposit systems whereby a deposit is collected from the consumer and one-half of the deposit amount is returned upon redemption. In Manitoba, a levy is imposed only on beverage containers to fund a multi-material (Blue Box) recovery system. Prince Edward Island requires all soft drink beverages to be sold in refillable containers. In Ontario, a new funding formula has been approved by the provincial government under the Waste Diversion Act in which industries will be responsible for 50% of the costs of the waste managed in the curbside recycling system (Blue Box), and municipalities will account for the remaining 50% of the costs. Other regulations in Ontario, which are currently not being enforced by the government, require that sales by a bottler of soft drink beverages in refillable containers must

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meet a minimum percentage of total sales of soft drink beverages by such bottler in refillable and nonrefillable containers within that bottler’s sales areas. It is acknowledged that there is widespread industry noncompliance with such regulations.

The European Commission has issued a packaging and packing waste directive which has been incorporated into the national legislation of the European Union member states. At least 50% of our packages, by weight, distributed in the EU must be recovered and at least 15% must be recycled. The legislation sets targets for the recovery and recycling of household, commercial, and industrial packaging waste and imposes substantial responsibilities upon bottlers and retailers for implementation.

We have taken actions to mitigate the adverse effects resulting from legislation concerning deposits, restrictive packaging, and escheat of unclaimed deposits which impose additional costs on us. We are unable to quantify the impact on current and future operations which may result from such legislation if enacted or enforced in the future, but the impact of any such legislation might be significant if widely enacted and enforced.

Beverages in Schools

We have witnessed increased public policy challenges regarding the sale of our beverages in schools, particularly elementary, middle, and high schools. The issue of soft drinks in schools in the United States first achieved visibility in 1999 when a California state legislator proposed a restriction on the sale of soft drinks in local school districts. In 2004, Texas passed state-wide restrictions on the sale of soft drinks and other foods in schools; in 2005, California, Kentucky, and New Jersey passed additional statewide restrictions. Similar regulations have been enacted in a small number of local communities. At December 31, 2006, a total of 29 states had regulations restricting the sale of soft drinks and other foods in schools. Many of these restrictions have existed for many years in connection with subsidized meal programs in schools. The focus has more recently turned to the growing health, nutrition, and obesity concerns of today’s youth. The impact of restrictive legislation, if widely enacted, could have a negative effect on our brands, image, and reputation. In 2005, we adopted the Beverage Industry School Vending Policy recommended by the American Beverage Association (“ABA”). In 2006, we worked with the ABA to develop new U.S. school beverage guidelines through a partnership with the Alliance for a Healthier Generation, which is a joint initiative of the William J. Clinton Foundation and the American Heart Association. The Alliance was established to limit portion sizes and reduce the number of calories for food and beverage offerings during the school day. These new guidelines strengthen the current ABA school vending policy, and we are implementing them with new and existing contracts with schools. This policy responds to issues regarding the sale of certain of our beverages in schools, and provides for recommended beverage availability in elementary, middle, and high schools. In 2006, our sales to schools covered by the ABA policy represented approximately 1.5% of our total sales volume in the United States.

In 2006, in Canada, we worked with Refreshments Canada, the Canadian beverage industry association, and established similar guidelines for schools as in the United States. In 2006, sales in elementary, middle, and high schools represented approximately 1.3% of our total sales volume in Canada.

On certain college campuses, our sales of bottled and canned Coca-Cola products have been boycotted or discontinued because of a controversy alleging crimes against union leaders and workers at a Coca-Cola bottler in Colombia. The Coca-Cola Company has denied any involvement in the claimed incidents, but the allegations have been taken up by outside groups who have called for the boycott or removal of Coca-Cola products sold on college campuses. This has occurred at several large campuses within our territories in the United States and Canada. We have no responsibility for

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the Colombian bottling operations, which have never been part of our territories. If the Colombian allegations remain unresolved, the boycott or removal of our products from other college campuses could occur.

Effective September 1, 2005, vending machines for food and beverages were banned from all public and private schools in France. There is increasing pressure in the other European countries, notably Belgium and Great Britain, to restrict the availability of carbonated soft drink products, especially in secondary schools, through regulatory intervention.

Excise and Value Added Taxes

Excise taxes on sales of soft drinks have been in place in various states in the United States for several years. The jurisdictions in which we operate that currently impose such taxes are Arkansas, the city of Chicago, Tennessee, Virginia, Washington, and West Virginia. To our knowledge, no similar legislation has been enacted in any other markets served by us. Proposals have been introduced in certain states and localities that would impose a special tax on beverages sold in nonrefillable containers as a means of encouraging the use of refillable containers. However, we are unable to predict whether such additional legislation will be adopted.

Value added tax on soft drinks ranges from 3% to 17.5% within our bottling territories in Canada and the EU. In addition, excise taxes on sales of soft drinks are in place in Belgium, France, and the Netherlands. The existence and level of this indirect taxation on the sale of soft drinks is now a matter of legal and public debate given the need for further tax harmonization within the European Union.

Income Taxes

Our tax filings for various periods are subjected to audit by tax authorities in most jurisdictions where we conduct business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or through the courts. Currently, there are assessments involving certain of our subsidiaries, including one of our Canadian subsidiaries, that may not be resolved for many years. We believe we have substantial defenses to questions being raised and would pursue all legal remedies before an unfavorable outcome would result. We believe we have adequately provided for any ultimate amounts that would result from these proceedings where it is probable we will pay some amounts and the amounts can be estimated; however, it is too early to predict a final outcome in some of these matters.

California Legislation

A California law requires that any person who exposes another to a carcinogen or a reproductive toxicant must provide a warning to that effect. Because the law does not define quantitative thresholds below which a warning is not required, virtually all manufacturers of food products are confronted with the possibility of having to provide warnings due to the presence of trace amounts of defined substances. Regulations implementing the law exempt manufacturers from providing the required warning if it can be demonstrated that the defined substances occur naturally in the product or are present in municipal water used to manufacture the product. We have assessed the impact of the law and its implementing regulations on our beverage products and have concluded that none of our products currently require a warning under the law.

Environmental Regulations

Substantially all of our facilities are subject to laws and regulations dealing with above-ground and underground fuel storage tanks and the discharge of materials into the environment. Compliance with

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these provisions has not had, and we do not expect such compliance to have, any material effect upon our capital expenditures, net income, financial condition, or competitive position. Our beverage manufacturing operations do not use or generate a significant amount of toxic or hazardous substances. We believe that our current practices and procedures for the control and disposition of such wastes comply with applicable law. In the United States, we have been named as a potentially responsible party in connection with certain landfill sites where we may have been a de minimis contributor. Under current law, our potential liability for cleanup costs may be joint and several with other users of such sites, regardless of the extent of our use in relation to other users. However, in our opinion, our potential liability is not significant and will not have a materially adverse effect on our Consolidated Financial Statements.

We have adopted a plan for the testing, repair, and removal, if necessary, of underground fuel storage tanks at our bottlers in North America; this plan includes any necessary remediation of tank sites and the abatement of any pollutants discharged. Our plan extends to the upgrade of wastewater handling facilities, and any necessary remediation of asbestos-containing materials found in our facilities. We had capital expenditures of approximately $2.9 million in 2006 pursuant to this plan, and we estimate that our capital expenditures will be approximately $2.8 million in 2007 and $2.7 million in 2008 pursuant to this plan. In our opinion, any liabilities associated with the items covered by such plan will not have a materially adverse effect on our Consolidated Financial Statements.

Trade Regulation

Our business, as the exclusive manufacturer and distributor of bottled and canned beverage products of The Coca-Cola Company and other manufacturers within specified geographic territories, is subject to antitrust laws of general applicability. Under the Soft Drink Interbrand Competition Act, applicable to the United States, the exercise and enforcement of an exclusive contractual right to manufacture, distribute, and sell a soft drink product in a geographic territory is presumptively lawful if the soft drink product is in substantial and effective interbrand competition with other products of the same class in the market. We believe that such substantial and effective competition exists in each of the exclusive geographic territories in the United States in which we operate.

The treaty establishing the EU precludes restrictions of the free movement of goods among the member states. As a result, unlike our Domestic Cola and Allied Beverage Agreements, the European Beverage Agreements grant us exclusive bottling territories subject to the exception that other EU and/or European Economic Area bottlers of Coca-Cola Trademark Beverages and Allied Beverages can, in response to unsolicited orders, sell such products in our EU territories. See “European Beverage Agreements.”

Miscellaneous Regulations

The production, distribution, and sale of many of our products are subject to the United States Federal Food, Drug, and Cosmetic Act; the Occupational Safety and Health Act; the Lanham Act; various federal, state, provincial and local environmental statutes and regulations; and various other federal, state, provincial and local statutes in the United States, Canada and Europe that regulate the production, packaging, sale, safety, advertising, labeling, and ingredients of such products, and our operations in many other respects.

Financial Information on Industry Segments and Geographic Areas

For financial information on industry segments and operations in geographic areas, see Note 15 of the Notes to our Consolidated Financial Statements.

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For More Information about Us

Filings with the SEC

As a public company, we regularly file reports and proxy statements with the Securities and Exchange Commission. These reports are required by the Securities Exchange Act of 1934 and include:

• annual reports on Form 10-K (such as this report);

• quarterly reports on Form 10-Q;

• current reports on Form 8-K; and

• proxy statements on Schedule 14A.

Anyone may read and copy any of the materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington DC, 20549; information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains our reports, proxy and information statements, and our other SEC filings; the address of that site is http://www.sec.gov.

We make our SEC filings (including any amendments) available on our own internet site as soon as reasonably practicable after we have filed with or furnished to the SEC. Our internet address is http://www.cokecce.com. All of these filings are available on our website free of charge.

The information on our website is not incorporated by reference into this annual report on Form 10-K.

Corporate Governance

We have a Code of Business Conduct for our employees, our officers, and members of our board of directors. This group includes, without limitation, our chief executive officer, our chief financial officer, and our chief accounting officer, and is, therefore, the “code of ethics” applicable to each such officer, as required in the SEC’s Regulation S-K, Item 406. A copy of the code is posted on our website, http://www.cokecce.com. If we amend or grant any waivers of the code that are applicable to our directors or our executive officers — which we do not anticipate doing — we have committed that we will post these amendments or waivers on our website under “Corporate Governance.”

Our website also contains additional information about our corporate governance policies, such as:

• Board of Directors Guidelines on Significant Corporate Governance Issues

• Board committee charters

• Certificate of incorporation

• Bylaws

Any of these items are available in print to any shareowner who requests them. Requests should be sent to the corporate secretary at Coca-Cola Enterprises Inc., Post Office Box 723040, Atlanta, Georgia 31139-0040.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is information as of February 9, 2007 regarding our executive officers:

Name	Age	Principal Occupation During the Past Five Years
John F. Brock	58	President and Chief Executive Officer of Coca-Cola Enterprises Inc. since April, 2006. From February 2003 until December 2005, he was Chief Executive Officer of InBev, S.A., a global brewer; and from March 1999 until December 2002, he was Chief Operating Officer of Cadbury Schweppes plc, an international beverage and confectionery company.
John J. Culhane	61	Executive Vice President and General Counsel of Coca-Cola Enterprises since December 2004. He had been Senior Vice President and General Counsel since February 2004. Before that he served as Special Counsel to Coca-Cola Enterprises from October 2001 until his appointment as interim General Counsel in January 2004. From 1998 until October 2001, he was General Counsel and Corporate Secretary of Coca-Cola Hellenic Bottling Company S.A., one of the world’s largest bottlers, having territories in Greece, Ireland, Nigeria, and Eastern Europe. Prior to that he was General Counsel of the Coca-Cola North America division of The Coca-Cola Company.
William W. Douglas III	46	Senior Vice President and Chief Financial Officer since June 2005. He was Vice President, Controller, and Principal Accounting Officer from July 2004 to June 2005. Before that, since February 2000, he had been Chief Financial Officer of Coca-Cola Hellenic Bottling Company S.A.
Shaun B. Higgins	57	Executive Vice President and President, European Group since June 2005, before that Executive Vice President and Chief Financial Officer from August 2004 until June 2005; Senior Vice President and Chief Strategy and Planning Officer from February 2004 to August 2004 and prior to that he had been Senior Vice President, Chief Planning Officer from February 2003 until February 2004. He was Vice President and President of our European Group from October 1999 to February 2003.
Charles D. Lischer	38	Vice President, Controller and Chief Accounting Officer since June 2005. Prior to that, he had been with the accounting firm of Deloitte & Touche in various capacities since July 1999, becoming a partner in August 2004.
Terrance M. Marks	46	Executive Vice President and President, North American Business Unit since February 2006. Prior to that, since January 2005, he had been Senior Vice President and President, North American Business Unit. He was Vice President and Chief Revenue Officer for North America from October 2003 until January 2005, and Vice President and Chief Financial Officer for our Eastern North America Group from 1999 until October 2003.
Vicki R. Palmer	53	Executive Vice President, Financial Services and Administration since January 2004. She had been Senior Vice President, Treasurer and Special Assistant to the Chief Executive Officer from December 1999 until January 2004.

Our officers are elected annually by the board of directors for terms of one year or until their successors are elected and qualified, subject to removal by the board at any time.

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ITEM 1A. RISK FACTORS

Set forth below are some of the risks and uncertainties that, if they were to occur, could materially and adversely affect our business, or that could cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and the other public statements we make.

Forward-looking statements include, but are not limited to:

• Projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial measures;

• Descriptions of anticipated plans or objectives of our management for operations, products, or services;

• Forecasts of performance; and

• Assumptions regarding any of the foregoing.

Forward-looking statements involve matters which are not historical facts. Because these statements involve anticipated events or conditions, forward-looking statements often include words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar expressions. Do not unduly rely on forward-looking statements. They represent our expectations about the future and are not guarantees. Forward-looking statements are only as of the date they are made and they might not be updated to reflect changes as they occur after the forward-looking statements are made.

For example, forward-looking statements include our expectations regarding:

• earnings per diluted common share;

• operating income growth;

• volume growth;

• net price per case growth;

• cost of goods per case growth;

• concentrate cost increases from The Coca-Cola Company;

• capital expenditures; and

• developments in accounting standards.

Risks and Uncertainties

We may not be able to successfully respond to changes in the marketplace.

We operate in the highly competitive beverage industry and face strong competition from other general and specialty beverage companies. Our response to continued and increased customer and competitor consolidations and marketplace competition may result in lower than expected net pricing of our products. Our ability to gain or maintain share of sales or gross margins may be limited by the actions of our competitors, who may have advantages in setting their prices because of lower cost of raw materials. Competitive pressures in the markets in which we operate may cause channel and product mix to shift away from more profitable channels and packages. If we are unable to maintain or increase our volume in higher-margin products and in packages sold through higher-margin channels (e.g. immediate consumption), our pricing and gross margins could be adversely affected. Our efforts to improve pricing may result in lower than expected volume.

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Concerns about health and wellness could reduce the demand for some of our products.

Health and wellness trends throughout the marketplace have resulted in a decreased demand for regular soft drinks and an increased desire for more diet and low-calorie products, water, isotonics, energy drinks, coffee-flavored beverages, and teas. Our failure to offset the decline in sales of our regular soft drinks and to provide the types of products that some of our customers may prefer could adversely affect our business and financial results.

Our business success may be dependent upon our relationship with The Coca-Cola Company.

Under the express terms of our license agreements with The Coca-Cola Company:

• There are no limits on the prices The Coca-Cola Company may charge us for concentrate.

• Much of the marketing and promotional support is at the discretion of The Coca-Cola Company. Programs currently in effect or under discussion contain requirements, or are subject to conditions, established by The Coca-Cola Company that we may be unable to achieve or satisfy, as the case may be. The terms of the product licenses from The Coca-Cola Company contain no express obligation on its part to participate in future programs or continue past levels of payments into the future.

• Apart from our perpetual rights in the United States to brands carrying the trademarks “Coke” or “Coca-Cola,” our other license agreements state that they are for fixed terms, and most of them are renewable only at the discretion of The Coca-Cola Company at the conclusion of their current terms.

• We must obtain approval from The Coca-Cola Company to acquire any independent bottler of Coca-Cola or to dispose of one of our Coca-Cola bottling territories.

We have infrastructure programs in place with The Coca-Cola Company. Should we not be able to satisfy the requirements of those programs, and we are unable to agree on an alternative solution, The Coca-Cola Company may be able to seek a partial refund of amounts previously paid.

Disagreements with The Coca-Cola Company concerning other business issues may lead The Coca-Cola Company to act adversely to our interests with respect to the relationships described above.

Our business in Europe is vulnerable to product being imported from outside our territories, which adversely affects our sales.

The rules of the European Economic Area allow bottlers from other member states to fill unsolicited orders within any other member state. As a result, our bottlers in higher-cost countries, particularly Great Britain, lose sales within their territories to other bottlers of Coca-Cola located within another member state.

Increases in costs or limitation of supplies of raw materials could hurt our financial results.

If there are increases in the costs of raw materials, ingredients, or packaging materials, such as fuel, aluminum, high fructose corn syrup, and PET (plastic) or other cost items and we are unable to pass the increased costs on to our customers in the form of higher prices, our financial results could be adversely affected. We primarily use supplier pricing agreements and derivative financial instruments to manage the volatility and market risk with respect to certain commodities. Generally, these hedging instruments establish the purchase price for these commodities in advance of the time of delivery. As such, it is possible that these hedging instruments may lock us into prices that are ultimately higher than the actual market price at the time of delivery.

In North America, we had a supplier pricing agreement for a majority of our aluminum purchases that capped the price we paid for aluminum at 85 cents per pound. This pricing agreement and related

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price cap expired on December 31, 2006. We have implemented certain hedging strategies, including entering into fixed pricing agreements, in order to mitigate some of our exposure to price fluctuations in 2007. The agreements entered into to date, though, are at rates higher than our expired price cap. In Europe, we did not have fixed pricing agreements with respect to our aluminum purchases during 2006 and, therefore, our aluminum purchases were at market prices. In addition, some of our cans in Europe are made from steel, rather than aluminum. Considering that our 2006 aluminum purchases in Europe were at market prices, and the available alternative to aluminum cans, and based upon the current price of aluminum, we do not foresee a significant increase in our cost of sales in Europe during 2007 as a result of the cost of aluminum.

If suppliers of raw materials, ingredients, packaging materials, or other cost items, such as fuel, are affected by strikes, weather conditions, governmental controls, national emergencies, natural disasters, or other events, and we are unable to obtain the materials from an alternate source, our cost of sales, revenues, and ability to manufacture and distribute product could be adversely affected.

Miscalculation of our need for infrastructure investment could impact our financial results.

Projected requirements of our infrastructure investments may differ from actual levels if our volume growth is not as we anticipate. Our infrastructure investments are generally long-term in nature and, therefore, it is possible that investments made today may not generate our expected return due to future changes in the marketplace. Significant changes from our expected returns on cold drink equipment, fleet, technology, and supply chain infrastructure investments could adversely affect our financial results.

Unexpected changes in interest or currency exchange rates, or our debt rating could harm our financial position.

Changes from our expectations for interest and currency exchange rates can have a material impact on our financial results. We may not be able to completely mitigate the effect of significant interest rate or currency exchange rate changes. Changes in our debt rating could have a material adverse effect on our interest costs and financing sources. Our debt rating can be materially influenced by capital management activities of The Coca-Cola Company and/or changes in the debt rating of The Coca-Cola Company.

Unexpected resolutions of legal contingencies could impact our financial results.

Changes from expectations for the resolution of outstanding legal claims and assessments could have a material impact on our financial results. Our failure to abide by laws, orders, or other legal commitments could subject us to fines, penalties, or other damages.

Legislative changes that affect our distribution and packaging could reduce demand for our products or increase our costs.

Our business model is dependent on the availability of our various products and packages in multiple channels and locations to better satisfy the needs of our customers. Laws that restrict our ability to distribute products in schools and other venues, as well as laws that require deposit liabilities for certain types of packages or those that limit our ability to design new packages, could negatively impact financial results.

Additional taxes could harm our financial results.

Our tax filings are subjected to audit by tax authorities in most jurisdictions where we conduct business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or through the courts. Currently, there are assessments involving certain of our subsidiaries, including one of our Canadian subsidiaries, which may not be resolved for many years. An assessment of additional taxes resulting from these audits could have a material impact on our financial results.

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Adverse weather conditions could limit the demand for our products.

Our sales are influenced to some extent by weather conditions in the markets in which we operate. In particular, cold weather in Europe during the summer months may have a temporary negative impact on the demand for our products and contribute to lower sales, which could have an adverse effect on our financial results.

Global or regional catastrophic events could impact our business and financial results.

Our business can be affected by large-scale terrorist acts, especially those directed against the United States or other major industrialized countries; the outbreak or escalation of armed hostilities; major natural disasters; or widespread outbreaks of infectious disease such as avian influenza. Such events in the geographic regions in which we do business could have a material impact on our sales volume, cost of raw materials, earnings, and financial condition.

Disagreements among bottlers could prevent us from achieving our business goals.

Disagreements among members of the Coca-Cola system could complicate negotiations and planning with customers and other business partners and adversely affect our ability to fully implement our business plans and achieve expected levels of revenue from the execution of those plans.

If we are unable to renew collective bargaining agreements on satisfactory terms or we experience strikes or work stoppages, our business and financial results could be negatively impacted.

Approximately 39 percent of our employees are covered by collective bargaining agreements or local agreements. These bargaining agreements expire at various dates over the next seven years, including 33 agreements in North America in 2007. The inability to renegotiate subsequent agreements on satisfactory terms could result in work interruptions or stoppages, which could adversely affect our financial results. The terms and conditions of existing or renegotiated agreements could also increase the cost to us, or otherwise affect our ability, to fully implement operational changes to enhance our efficiency.

Inaccurate estimates or assumptions used to prepare our Consolidated Financial Statements could lead to unexpected financial results.

Our Consolidated Financial Statements and accompanying Notes include estimates and assumptions made by management that affect reported amounts. Actual results could differ materially from those estimates.

During 2006, we recorded a $2.9 billion non-cash impairment charge to reduce the carrying amount of our North American franchise license intangible assets to their estimated fair value based upon the results of our annual impairment test of these assets. The fair values calculated in our annual impairment tests were determined using discounted cash flow models involving several assumptions. These assumptions include, but are not limited to, anticipated growth rates by geographic region, our long-term anticipated growth rate, the discount rate, and estimates of capital charges. If, in the future, the estimated fair value of our North American franchise rights were to decline further due to changes in our assumptions or a decline in our operating results, it would be necessary to record an additional non-cash impairment charge. Furthermore, future structural changes or divestitures could result in an additional non-cash impairment charge. For additional information about our franchise license intangible assets and the related non-cash impairment charge, refer to Note 1 of the Notes to Consolidated Financial Statements.

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Product liability claims brought against us or product recalls could negatively affect our business, financial results, and brand image.

We may be liable if the consumption of our products causes injury or illness. We may also be required to recall products if they become contaminated or are damaged or mislabeled. A significant product liability or other product-related legal judgment against us or a widespread recall of our products could negatively impact our business, financial results, and brand image.

Technology failures could disrupt our operations and negatively impact our business.

We increasingly rely on information technology systems to process, transmit, and store electronic information. For example, our production and distribution facilities, inventory management, and driver handheld devices all utilize information technology to maximize efficiencies and minimize costs. Furthermore, a significant portion of the communications between our personnel, customers, and suppliers depends on information technology. Like all companies, our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. We have technology security initiatives and disaster recovery plans in place to mitigate our risk to these vulnerabilities, but these measures may not be adequate or implemented properly to ensure that our operations are not disrupted.

We may not fully realize the expected cost savings and/or operating efficiencies from our restructuring and transition programs.

We have implemented, and plan to continue to implement, restructuring and transition programs to support the implementation of key strategic initiatives designed to achieve long-term sustainable growth. These programs are intended to maximize our operating effectiveness and efficiency and to reduce our cost. We cannot be assured that we will achieve the targeted benefits under these programs or that the benefits, even if achieved, will be adequate to achieve long-term sustainable growth. In addition, the implementation of key elements of these programs, such as employee job reductions, may have an adverse impact on our business, particularly in the near-term.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our principal properties include our corporate offices, North American and European business unit headquarters offices, our production facilities, and our sales and distribution centers.

At December 31, 2006, we occupied:

• 79 beverage production facilities (76 owned, the others leased)

21 of which were solely production facilities; and

58 of which were combination production/distribution

• 365 principal distribution facilities (269 owned, the others leased)

One of our facilities is subject to a lien to secure indebtedness, with an aggregate principal balance of approximately $3.6 million at December 31, 2006.

Three of our leased facilities are under industrial revenue bonds issued by local development authorities, having an approximate principal balance of $24 million at December 31, 2006. Under these leases, the property is deeded to us at the end of the term for a nominal amount.

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Our principal properties cover approximately 44.9 million square feet in the aggregate. We believe that our facilities are generally sufficient to meet our present operating needs.

At December 31, 2006, we operated approximately 55,000 vehicles of all types. Of this number, approximately 9,500 vehicles were leased; the rest were owned. We owned approximately 2.4 million coolers, beverage dispensers, and vending machines at the end of 2006.

During 2006, our capital expenditures were approximately $882 million.

ITEM 3. LEGAL PROCEEDINGS

We have been named as a “potentially responsible party” (“PRP”) at several federal and state “Superfund” sites.

• In 1994, we were named a PRP at the Waste Disposal Engineering site in Andover, Minnesota, a former landfill. The claim against us is approximately $110,000; however, if this site is a “qualified landfill” under Minnesota law, the entire cost of remediation may be paid by the state without any contribution from any PRP.

• In 1999, we acquired all of the stock of CSL of Texas, Inc. (“CSL”), which owns an 18.4 acre tract on Holleman Drive, College Station, Texas that was contaminated by prior industrial users of the property. Cleanup is to be performed under the Texas Voluntary Cleanup Program overseen by the Texas Commission on Environmental Quality and is estimated to cost $2 to $4 million. We believe we are entitled to reimbursement for our costs from CSL’s former shareholders.

• In 2001, we were named as one of several thousand PRPs at the Beede Waste Oil Superfund site in Plaistow, New Hampshire, which had operated from the 1920s until 1994 in the business of waste oil reprocessing and related activities. In 1990, our facility in Waltham, Massachusetts sent waste oil and contaminated soil to the site in the course of removing an underground storage tank and remediating the surrounding property. The EPA and the state of New Hampshire have spent almost $26 million on the investigation and initial cleanup of the site, and the remaining cost to complete the cleanup has been estimated to be approximately $60 million. Settling small volume PRPs have contributed over $30 million towards the site costs. In December 2006, the remaining PRPs, including us, entered into a consent decree with the EPA to take over the cleanup. Our share of the cleanup costs is estimated at $400,000 to $700,000.

• In October 2002, the City of Los Angeles filed a complaint against eight named and ten unnamed defendants seeking cost recovery, contribution, and declaratory relief for alleged contamination that occurred over a period of decades at various boat yards in the Port of Los Angeles. The cleanup cost at the Port may run into the millions of dollars. Our subsidiary, BCI Coca-Cola Bottling Company of Los Angeles, was named as a defendant as the alleged successor to the liabilities of a company called Pacific American Industries, Inc., which was the parent of a company called San Pedro Boat Works that operated a boat works business at the port from 1969 until 1974. We filed an answer to the complaint in March 2003 denying liability. The facts are still being investigated, but discovery has been delayed because of the criminal indictment of one of the other defendants, and because of court-ordered mediation.

• We have been named at another 38 federal, and another ten state, “Superfund” sites. However, with respect to those sites, we have concluded, based upon our investigations, either (i) that we were not responsible for depositing hazardous waste and therefore will have no further liability; (ii) that payments to date would be sufficient to satisfy our liability; or (iii) that our ultimate liability, if any, for such site would be less than $100,000.

In 2000, in a case styled Harmar Bottling Company, et al. vs. The Coca-Cola Company, et al., we and The Coca-Cola Company were found by a Texas jury to be jointly liable in a combined amount of

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$15.2 million to five plaintiffs, each a distributor of competing beverage products. These distributors sued alleging that we and The Coca-Cola Company engaged in anticompetitive marketing practices. The trial court’s verdict was upheld by the Texas Court of Appeals in July 2003, but in October 2006, the Texas Supreme Court reversed the court of appeals and either dismissed or rendered judgment in our favor on the claims that were the subject of the appeal. The plaintiffs have filed a motion for rehearing, but the Texas Supreme Court has not ruled on their motion. The claims of the three remaining plaintiffs in this case remain to be tried. We intend to vigorously defend against an unfavorable outcome in these claims and have not recorded any additional amounts for potential awards related to these additional claims.

We and our California subsidiary have been sued by several current and former employees over alleged violations of state wage and hour rules. In a matter combined in a consolidated class action proceeding styled In re BCI Overtime Cases pending in San Bernardino Superior Court (the first consolidated suit was filed July 18, 2001), plaintiffs allege that certain hourly employees were required to work off the clock. The parties have agreed to settle this matter, as well as a smaller accompanying suit, for a total of $14 million, inclusive of claims, attorneys’ fees and costs of administration. The settlement has been preliminarily approved by the court. Other similar suits have been resolved and have been, or soon will be, dismissed. In the remaining California class action, Costanza, et al. vs. BCI Coca-Cola Bottling Company of Los Angeles, et al., in the Superior Court of the State of California for the County of Los Angeles—Civil Central West, Case No. BC 351382, plaintiffs sued on behalf of a putative class of certain exempt supervisory employees who claim to have been misclassified as exempt employees and thus seek overtime pay and other related damages, including but not limited to penalties, interest, and attorneys’ fees. Our subsidiary is vigorously defending the suit, and at present it is not possible to predict the outcome.

On February 7, 2007, the United States District Court for the Northern District of Georgia, Atlanta Division, dismissed the purported class action lawsuit styled In re Coca-Cola Enterprises Inc. Securities Litigation, Civil Action File No. 1:06-CV-0275-TWT (filed originally as Argento Trading Company, et al, vs. Coca-Cola Enterprises Inc. et al. on February 7, 2006). The lawsuit had alleged that we engaged in “channel stuffing” with customers and raised certain insider trading claims. The order of dismissal gives the plaintiffs 30 days to file an amended complaint.

International Brotherhood of Teamsters vs. The Coca-Cola Company et al. Case No. CA1927-N, was filed February 7, 2006 in the Delaware Court of Chancery. That case, and other “copycat” lawsuits, raised allegations virtually identical to the ones in the original Argento case, some raising derivative claims under Delaware state law and others bringing claims under the Employees’ Retirement Income Security Act. The Delaware cases have been consolidated as In re Coca-Cola Enterprises Inc. Shareholders Litigation, Consolidated C.A. No. 127-N in the Court of Chancery of the State of Delaware in and for New Castle County, the Georgia derivative suits have been consolidated as In Re: Coca-Cola Enterprises Inc. Derivative Litigation, in the United States District Court for the Northern District of Georgia, Master Docket No. 1:06-CV-0467-TWT, and the ERISA cases have been consolidated as In re Coca-Cola Enterprises Inc. ERISA Litigation, Master File No. 1:06-CV-0953-TWT, in the United States District Court for the Northern District of Georgia, Atlanta Division. We have asked each court to dismiss these lawsuits.

On February 8, 2007, some of the parties reached a conditional settlement in both Ozarks Coca-Cola/Dr. Pepper Bottling Company, et al. vs. The Coca-Cola Company and Coca-Cola Enterprises, in the United States District Court for the Northern District of Georgia, Atlanta Division, Civil Action File No. 1:06-cv-0853 and Coca-Cola Bottling Company United, Inc. et al vs. The Coca-Cola Company and Coca-Cola Enterprises, in the Circuit Court of Jefferson County, Alabama, Civil Action No. CV-2006-00916-HSL. These lawsuits were filed in 2006, alleging breach of contract and breach of duty and other related claims arising out of our plan to offer warehouse delivery of

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POWERade to a specific customer within our territory. Under the terms of the proposed settlement, following full approval by all parties, the cases will be dismissed without prejudice to their being filed again, and there will be a two-year test (through 2008) of (1) national warehouse delivery of brands of The Coca-Cola Company into the exclusive territory of almost every bottler of Coca-Cola in the United States, even nonparties to the litigation, in exchange for compensation in most circumstances, and (2) limits on local warehouse delivery within the parties’ territories. The proposed settlement does not require any payment by the defendants to the plaintiffs.

There are various other lawsuits and claims pending against us, including claims for injury to persons or property. We believe that such claims are covered by insurance with financially responsible carriers or adequate provisions for losses have been recognized by us in our Consolidated Financial Statements. In our opinion, the losses that might result from such litigation arising from these claims will not have a materially adverse effect on our Consolidated Financial Statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

LISTED AND TRADED: New York Stock Exchange

TRADED: Boston, Chicago, National,

Pacific, and Philadelphia Exchanges

Common shareowners of record as of January 26, 2007: 15,780

STOCK PRICES

2006	High		Low
Fourth Quarter	$	21.33	$	19.53
Third Quarter		22.49		20.06
Second Quarter		20.95		18.83
First Quarter		20.93		18.94
2005	High		Low
Fourth Quarter	$	20.53	$	18.52
Third Quarter		23.92		19.01
Second Quarter		22.81		19.10
First Quarter		23.36		20.22

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DIVIDENDS

Regular quarterly dividends were paid in the amount of $0.04 per share from July 1, 1998 until March 30, 2006, at which time they were raised to the current amount, $0.06 per share.

The information under the heading “Equity Compensation Plan Information” in our proxy statement for the annual meeting of our shareowners to be held April 24, 2007 (our “2007 Proxy Statement”) is incorporated into this report by reference.

SHARE REPURCHASES

The following table presents information with respect to our repurchases of common stock of the Company made during the fourth quarter of 2006:

Period	Total Number of Shares Purchased (A)	Average Price Paid per Share		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
September 30, 2006 through October 27, 2006	—		—	None	33,283,579
October 28, 2006 through November 24, 2006	—		—	None	33,283,579
November 25, 2006 through December 31, 2006	7,673	$	20.895	None	33,283,579
Total	7,673	$	20.895	None	33,283,579

^(A) The number of shares reported as repurchased are attributable to shares surrendered to Coca-Cola Enterprises Inc. by employees in payment of tax obligations related to the vesting of restricted shares.

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SHARE PERFORMANCE

Comparison of Five-Year Cumulative Total Return

Date	Coca-Cola Enterprises	Peer Set	S&P 500 Comp-LTD
12/31/2001	100.00	100.00	100.00
12/31/2002	115.56	92.93	77.89
12/31/2003	117.32	107.06	100.23
12/31/2004	112.64	105.93	111.13
12/31/2005	104.40	112.82	114.47
12/31/2006	112.51	129.66	132.50

The graph shows the cumulative total return to our shareowners beginning as of December 31, 2001 and for each year of the five years ended December 31, 2006, in comparison to the cumulative returns of the S&P Composite 500 Index and to an index of peer group companies we selected. The peer group consists of The Coca-Cola Company, PepsiCo, Inc., Coca-Cola Bottling Co. Consolidated, Cadbury Beverages plc, PepsiAmericas, Inc., and The Pepsi Bottling Group, Inc. The graph assumes $100 invested on December 31, 2000 in our common stock and in each index, with the subsequent reinvestment of dividends on a quarterly basis.

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ITEM 6. SELECTED FINANCIAL DATA

Selected Financial Data

	FISCAL YEAR
(in millions, except per share data)	2006			2005			2004		2003		2002
OPERATIONS SUMMARY
Net operating revenues(A)	$	19,804		$	18,743		$	18,190	$	17,330	$	16,058
Cost of sales(A)		11,986			11,185			10,771		10,165		9,458
Gross profit		7,818			7,558			7,419		7,165		6,600
Selling, delivery, and administrative expenses(A)		6,391			6,127			5,983		5,588		5,236
Franchise impairment charge		2,922			—			—		—		—
Operating (loss) income		(1,495	)		1,431			1,436		1,577		1,364
Interest expense, net		633			633			619		607		662
Other nonoperating income (expense), net		10			(8	)		1		2		3
(Loss) income before income taxes		(2,118	)		790			818		972		705
Income tax (benefit) expense(B)		(975	)		276			222		296		211
Net (loss) income		(1,143	)		514			596		676		494
Preferred stock dividends		—			—			—		2		3
Net (loss) income applicable to common shareowners	$	(1,143	)	$	514		$	596	$	674	$	491
OTHER OPERATING DATA
Depreciation and amortization	$	1,012		$	1,044		$	1,068	$	1,022	$	965
Capital asset investments		882			902			949		1,099		1,029
AVERAGE COMMON SHARES OUTSTANDING
Basic		475			471			465		454		449
Diluted		475			476			473		461		458
PER SHARE DATA
Basic net (loss) income per common share	$	(2.41	)	$	1.09		$	1.28	$	1.48	$	1.09
Diluted net (loss) income per common share		(2.41	)		1.08			1.26		1.46		1.07
Dividends declared per share		0.18			0.22			0.16		0.16		0.16
Closing stock price		20.42			19.17			20.85		21.87		21.72
YEAR-END FINANCIAL POSITION
Property, plant, and equipment, net	$	6,698		$	6,560		$	6,913	$	6,794	$	6,393
Franchise license intangible assets, net		11,452			13,832			14,517		14,171		13,450
Total assets		23,225			25,357			26,461		25,700		24,375
Total debt		10,022			10,109			11,130		11,646		12,023
Shareowners’ equity		4,526			5,643			5,378		4,365		3,347

Acquisitions were made in all years except 2005 and 2004. These acquisitions were included in our Consolidated Financial Statements from the respective acquisition date and did not significantly affect our operating results in any one fiscal period.

^(A) Amounts reflect the adoption of Emerging Issues Task Force (“EITF”) No. 02-16, “Accounting by a Customer (Including a Reseller) for Cash Consideration Received from a Vendor” on January 1, 2003. Upon adoption, we reclassified the following amounts in our Consolidated Statement of Operations for the year ended December 31, 2002 as reductions in cost of sales: (1) $882 million of direct marketing support from The Coca-Cola Company (“TCCC”) and other licensors previously included in net operating revenues and (2) $77 million of cold drink equipment placement funding from TCCC previously included as a reduction in selling, delivery, and administrative (“SD&A”) expenses. We also reclassified to net operating revenues $51 million of net payments received

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from TCCC for dispensing equipment repair services. These amounts were previously included in SD&A expenses.

^(B) Income tax (benefit) expense in 2006 included a $1.1 billion income tax benefit related to a $2.9 billion non-cash franchise impairment charge recorded in 2006. For additional information about the non-cash franchise impairment charge, refer to Note 1 of the Notes to Consolidated Financial Statements. Income tax (benefit) expense in 2005 included a $128 million income tax provision related to the repatriation of non-U.S. earnings. Income tax (benefit) expense also included the impact of favorable tax law changes and/or tax rate changes of $80 million in 2006, $40 million in 2005, $20 million in 2004, $16 million in 2002, and unfavorable tax rate changes of $23 million in 2003. Additionally, income tax (benefit) expense included benefits related to the revaluation of various income tax obligations of approximately $15 million in 2006, $27 million in 2005, $25 million in 2003, and $4 million in 2002. Our 2003 income tax benefit (expense) also included a $6 million benefit related to other tax adjustments in 2003.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in this Form 10-K.

Overview

Business

We are the world’s largest marketer, producer, and distributor of bottle and can nonalcoholic beverages. We market, produce, and distribute our bottle and can products to customers and consumers through license territories in 46 states in the United States, the District of Columbia, the United States Virgin Islands, and the 10 provinces of Canada (collectively referred to as “North America”). We are also the sole licensed bottler for products of The Coca-Cola Company (“TCCC”) in Belgium, continental France, Great Britain, Luxembourg, Monaco, and the Netherlands (collectively referred to as “Europe”).

We operate in the highly competitive beverage industry and face strong competition from other general and specialty beverage companies. We, along with other beverage companies, are affected by a number of factors including, but not limited to, cost to manufacture and distribute products, economic conditions, consumer preferences, local and national laws and regulations, fuel prices, and weather patterns.

Licensee of The Coca-Cola Company

Our financial success is greatly impacted by our relationship with TCCC. Our collaborative efforts with TCCC are necessary in order to create new brands, to market our products more effectively, to find ways to maximize efficiency, and to profitably grow the entire Coca-Cola system.

Financial Results

During 2006, we had a net loss of $1.1 billion or $2.41 per common share, compared to net income of $514 million or $1.08 per diluted common share in 2005.

The following items of significance impacted our 2006 financial results:

• a $2.9 billion ($1.8 billion net of tax, or $3.80 per common share) non-cash impairment charge to reduce the carrying amount of our North American franchise license intangible assets to their estimated fair value based upon the results of our annual impairment test of these assets;

• charges totaling $66 million ($44 million net of tax, or $0.09 per common share) related to restructuring activities, primarily in Europe;

• a $35 million ($22 million net of tax, or $0.05 per common share) increase in compensation expense related to the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based Payment” (“SFAS 123R”) on January 1, 2006;

• expenses totaling $14 million related to the settlement of litigation ($8 million net of tax, or $0.02 per common share); and

• a tax benefit totaling $95 million ($0.20 per common share) as a result of net favorable tax items, primarily for state tax law changes, Canadian federal and provincial tax rate changes, and the revaluation of various income tax obligations.

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The following items of significance impacted our 2005 financial results:

• a $53 million ($33 million net of tax, or $0.07 per diluted common share) decrease in our cost of sales from the receipt of proceeds related to the settlement of litigation against suppliers of high fructose corn syrup (“HFCS”);

• charges totaling $80 million ($50 million net of tax, or $0.11 per diluted common share) related to restructuring activities, primarily in North America and at our corporate headquarters;

• charges totaling $28 million ($17 million net of tax, or $0.03 per diluted common share) primarily related to asset write-offs associated with damage caused by Hurricanes Katrina, Rita, and Wilma;

• an $8 million ($5 million net of tax, or $0.01 per diluted common share) net loss resulting from the early extinguishment of certain debt obligations in conjunction with the repatriation of non-U.S. earnings;

• a $128 million ($0.27 per diluted common share) income tax provision related to the repatriation of non-U.S. earnings; and

• a tax benefit totaling $67 million ($0.14 per diluted share) as a result of net favorable tax items, primarily for state tax rate changes and for the revaluation of various income tax obligations.

Revenue and Volume Growth

During 2006, our consolidated bottle and can net price per case grew 2.0 percent, while our volume increased 1.0 percent. In North America, we experienced moderate bottle and can net price per case improvement of 2.5 percent and limited volume growth of 0.5 percent. Our volume growth was limited due to weak carbonated soft drink (“CSD”) category trends and downward pressure attributable to higher price increases that were implemented to cover rising raw material costs. Our increased pricing was offset partially by negative mix, which resulted from competitive pricing pressures in the water category and a decline in higher-margin immediate consumption sales. Our volume results were once again impacted by a shifting consumer preference for diet and lower-calorie beverages, as evidenced by a 2.5 percent decline in our sugared CSD portfolio. We continued to benefit from recent product innovation, which drove higher volumes in several high-growth and high-margin categories, such as isotonics and energy drinks.

In Europe, we achieved balanced volume and pricing growth, which included a 3.5 percent increase in volume and a 1.5 percent increase in bottle and can net price per case. These results were driven by the strong execution of a number of operating and sales initiatives, including World Cup activation and “boost zones” in France, which helped drive higher immediate consumption growth. In our continental European territories we experienced renewed CSD growth, which resulted in a volume increase of 6.0 percent. Our results in Great Britain, which represents nearly half of our European business, were not as strong due to continued marketplace challenges, including persistent CSD category weakness and difficult retail trends.

Cost of Sales

The cost environment across all of our territories continued to be challenging during 2006, particularly in North America, where our year-over-year bottle and can ingredient and packaging cost per case increased 4.0 percent. This increase was driven by higher cost associated with package mix shifts, a moderate increase in the cost of concentrate, and increased conversion costs due to higher energy prices. We also experienced increases in the cost of certain materials, particularly aluminum, PET (plastic), and HFCS. During 2007, we expect our cost of sales per case to increase significantly due to double-digit growth in the cost of aluminum and HFCS.

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Operating Expenses

The benefit of ongoing operating expense initiatives allowed us to successfully control the growth of our underlying operating expenses during 2006. We intend to remain diligent in our efforts to manage our operating expenses during 2007 in order to maintain the flexibility needed to deal with the expected challenges of a difficult raw material cost environment.

Franchise Impairment Charge

During 2006, we recorded a $2.9 billion ($1.8 billion net of tax, or $3.80 per common share) non-cash impairment charge to reduce the carrying amount of our North American franchise license intangible assets to their estimated fair value based upon the results of our annual impairment test of these assets. If, in the future, the estimated fair value of our North American franchise rights were to decline further, it would be necessary to record an additional non-cash impairment charge. The decline in the estimated fair value of our North American franchise intangible assets reflects the negative impact of several contributing factors, which resulted in a reduction in the forecasted cash flows and growth rates used to estimate fair value. These factors include, but are not limited to, (1) an extraordinary increase in raw material costs expected in 2007, driven by significant increases in the cost of aluminum and HFCS; (2) a challenging marketplace environment including continued weakness in the CSD category and increased pricing pressures in several high-growth categories, such as water; and (3) increased interest rates contributing to a higher discount rate and capital charge. Furthermore, the business and marketplace environments in which we currently operate differ significantly from the historical environments that drove the business cases used to value and record the acquisition of certain of our North American franchise rights. Accordingly, for certain acquisitions we have been unable to attain the forecasted growth projections that were used to value the franchise rights at the time they were acquired. For additional information about our franchise license intangible assets and the related non-cash impairment charge, refer to Note 1 of the Notes to Consolidated Financial Statements.

Our Strategic Priorities

In order to remain focused on implementing a strategic, long-term business plan that will position our organization to excel in a dynamic and changing market environment, we have identified three priorities that are essential to our transformation. The following is a summary of the key initiatives that we believe will help drive our future performance:

·Strengthen our brand portfolio

We must continue to strengthen our position in each beverage category by growing the value of our existing brands, while at the same time strategically broadening our presence in fast growing beverage groups. Our current portfolio remains heavily dependent on CSD products; however, over the next five years, most volume growth in the nonalcoholic ready-to-drink category will come from water, juices and juice drinks, and other noncarbonated beverages. While carbonated beverages remain profitable and vital to our success, the broadening of our presence in faster growing beverage groups is necessary. Essential to our future growth is leveraging our powerful relationship with TCCC, which itself is dedicated to expanding its product portfolio and competing more fully for every beverage purchase. TCCC demonstrated its commitment early in 2007 with the announcement that it would acquire FUZE Beverages LLC, a maker of enhanced juices and teas. This acquisition supports other innovation in the growing tea category, such as the expanded Nestea line, the new Enviga green tea, premium Gold Peak teas, and our expanded relationship with AriZona tea.

·Transform our go-to-market model and improve efficiency and effectiveness

We must be flexible to transform our go-to-market model in order to improve customer service and in-store execution while embracing the most effective distribution channels for each of our products.

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Our direct store delivery (“DSD”) model remains the fastest and most powerful method of distributing the vast majority of our products. Among other advantages, our DSD model allows us to (1) remain in continuous contact with our customers, giving us the ability to seize in-store placement opportunities, and (2) rapidly establish new products in emerging categories. However, shifts in consumer demand for increasingly specialized products, coupled with a rapidly evolving retail environment, have created new distribution realities that cannot be ignored. The proliferation of brands, packages, and products necessitates that we take a fresh look at how we bring each of our products to market. During 2006, we moved forward in testing new delivery opportunities, including warehouse delivery of certain products to Wal-Mart and Valero, a large convenience store operator. These projects demonstrate our commitment to evolving our go-to-market model to meet the demands of a changing marketplace.

As we refine our DSD model, we must also seek opportunities to improve our efficiency and effectiveness. This includes driving improved consistency and best practices across our organization. In recent years, we have made significant strides in this area, including redesigning our North American business model, reorganizing certain aspects of our operations in Europe, and consolidating certain administrative, financial, and accounting functions for North America into a single shared services center. We believe, however, that additional efforts to enhance our efficiency could yield even greater productivity across our organization. Accordingly, we are implementing a host of initiatives to improve our operating performance. For example, we are moving forward with faster water production lines, more productive selling systems for our customers, more productive delivery vehicles, and synergistic delivery and warehouse practices. These, and other initiatives underway, represent only the beginning of our commitment to develop more efficient operating methods in order to enhance our performance over the long-term.

·Commitment to our people

Our people are the key to our success. As such, we must attract, develop, and retain a highly talented and diverse workforce in order to further establish a winning and inclusive culture. In order to ensure that our people are able to fully utilize their skills and abilities we must provide them with the right tools and right products to win in the marketplace. By developing clear, concise job responsibilities, with goals that are clearly understood, and by improving communication to make certain we share best practices effectively, we will create improved customer satisfaction and generate increased productivity.

Operations Review

The following table summarizes our Consolidated Statements of Operations data as a percentage of net operating revenues for the years ended December 31, 2006, 2005, and 2004:

	2006		2005		2004
Net operating revenues	100.0	%	100.0	%	100.0	%
Cost of sales	60.5		59.7		59.2
Gross profit	39.5		40.3		40.8
Selling, delivery, and administrative expenses	32.3		32.7		32.9
Franchise impairment charge	14.8		0.0		0.0
Operating (loss) income	(7.6	)	7.6		7.9
Interest expense, net	3.2		3.4		3.4
(Loss) income before income taxes	(10.8	)	4.2		4.5
Income tax (benefit) expense	(5.0	)	1.5		1.2
Net (loss) income	(5.8	)%	2.7	%	3.3	%

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The following table summarizes our operating (loss) income by operating segment for the years ended December 31, 2006, 2005, and 2004 (in millions; percentages rounded to the nearest  ¹/2 percent):

	2006					2005					2004
	Amount			Percent of Total		Amount			Percent of Total		Amount			Percent of Total
North America	$	(1,711	)	(114.5	)%	$	1,175		82.0	%	$	1,184		82.5	%
Europe		718		48.0			730		51.0			737		51.5
Corporate		(502	)	(33.5	)		(474	)	(33.0	)		(485	)	(34.0	)
Consolidated	$	(1,495	)	100.0	%	$	1,431		100.0	%	$	1,436		100.0	%

2006 versus 2005

During 2006, we had an operating loss of $1.5 billion compared to operating income of $1.4 billion in 2005. The following table summarizes the significant components of the change in our 2006 operating (loss) income (in millions; percentages rounded to the nearest  ¹/2 percent):

	Amount			Change Percent of Total
Changes in operating (loss) income:
Impact of bottle and can price, cost, and mix on gross profit	$	35		2.5	%
Impact of bottle and can volume on gross profit		88		6.0
Impact of Jumpstart funding on gross profit		57		4.0
Net impact of acquired bottler		7		0.5
Selling, delivery, and administrative expenses		(175	)	(12.5	)
Change in accounting for share-based payment awards		(35	)	(2.5	)
Franchise impairment charge in 2006		(2,922	)	(204.0	)
Net impact of restructuring charges in 2006 and 2005		14		1.0
Legal settlements in 2006		(14	)	(1.0	)
Hurricane related asset write-offs in 2005		28		2.0
HFCS litigation settlement proceeds in 2005		(53	)	(3.5	)
Asset sale in 2005		(8	)	(0.5	)
Currency exchange rate changes		15		1.0
Other changes		37		2.5
Change in operating (loss) income	$	(2,926	)	(204.5	)%

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2005 versus 2004

Operating income decreased $5 million, or 0.5 percent, in 2005 to $1.4 billion. The following table summarizes the significant components of the change in our 2005 operating income (in millions; percentages rounded to the nearest  ¹/2 percent):

	Amount			Change Percent of Total
Changes in operating income:
Impact of bottle and can price, cost, and mix on gross profit	$	28		2.0	%
Impact of bottle and can volume on gross profit		35		2.5
Impact of bottle and can selling day shift on gross profit		(44	)	(3.0	)
Selling, delivery, and administrative expenses		(22	)	(1.5	)
Restructuring charges in 2005		(80	)	(5.5	)
Hurricane related asset write-offs in 2005		(28	)	(2.0	)
HFCS litigation settlement proceeds in 2005		53		3.5
Asset sale in 2005		8		0.5
New concentrate pricing structure in 2004		41		3.0
Currency exchange rate changes		—		0.0
Other changes		4		0.0
Change in operating income	$	(5	)	(0.5	)%

Net Operating Revenues

2006 versus 2005

Net operating revenues increased 5.5 percent in 2006 to $19.8 billion from $18.7 billion in 2005. The percentage of our 2006 net operating revenues derived from North America and Europe was 72 percent and 28 percent, respectively. Great Britain contributed 45 percent of Europe’s net operating revenues in 2006.

During 2006, our net operating revenues in North America were impacted by moderate pricing improvement and limited volume growth. Our volume growth was negatively impacted by weak CSD category trends and downward pressure due to higher price increases that were implemented to cover rising raw material costs. Our increased pricing was offset partially by competitive pricing pressures in the water category and a decline in immediate consumption sales. In Europe, we achieved balanced volume and pricing growth driven by marketing initiatives, such as World Cup activation, the launch of Coca-Cola Zero, and “boost zones” in France. We experienced renewed CSD growth in our continental European territories, but continued to be negatively impacted by persistent CSD category weakness in Great Britain. In both North America and Europe we continued to benefit from product and package innovation and experienced increases in the sale of our lower-calorie beverages, water brands, isotonics, and energy drinks.

Net operating revenue per case increased 4.0 percent in 2006 versus 2005. The following table summarizes the significant components of the change in our 2006 net operating revenue per case (rounded to the nearest  ¹/2 percent and based on wholesale physical case volume):

	North America		Europe		Consolidated
Changes in net operating revenue per case:
Bottle and can net price per case	2.5	%	1.5	%	2.0	%
Belgium excise tax and VAT changes	0.0		(0.5	)	0.0
Customer marketing and other promotional adjustments	0.0		(0.5	)	0.0
Post mix revenues, agency revenues, and other revenues	1.0		0.5		1.0
Currency exchange rate changes	0.5		1.5		1.0
Change in net operating revenue per case	4.0	%	2.5	%	4.0	%

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Our bottle and can sales accounted for 90 percent of our net operating revenues during 2006. Bottle and can net pricing is based on the invoice price charged to customers reduced by promotional allowances. Bottle and can net pricing per case is impacted by the price charged per package, the volume generated in each package, and the channels in which those packages are sold. To the extent we are able to increase volume in higher-margin packages that are sold through higher-margin channels, our bottle and can net pricing per case will increase without an actual increase in wholesale pricing. The increase in our 2006 bottle and can net pricing per case was achieved through higher rates, offset partially by negative mix in North America due to slower immediate consumption sales and increased pricing pressures in the water category.

We participate in various programs and arrangements with customers designed to increase the sale of our products by these customers. Among the programs negotiated are arrangements under which allowances can be earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. In the United States, we participate in cooperative trade marketing (“CTM”) programs, which are typically developed by us but are administered by TCCC. We are responsible for all costs of these programs in our territories, except for some costs related to a limited number of specific customers. Under these programs, we pay TCCC and TCCC pays our customers as a representative of the North American bottling system. Coupon programs are also developed on a territory-specific basis with the intent of increasing sales by all customers. We believe our participation in these programs is essential to ensuring continued volume and revenue growth in the competitive marketplace. The cost of all of these various programs, included as a reduction in net operating revenues, totaled $2.2 billion in both 2006 and 2005. These amounts included net customer marketing accrual reductions related to prior year programs of $54 million and $75 million in 2006 and 2005, respectively. The cost of these various programs as a percentage of gross revenues was approximately 6.2 percent and 6.8 percent in 2006 and 2005, respectively. The decrease in the cost of these various programs as a percentage of gross revenues was the result of higher promotional activities in 2005 in conjunction with the significant product innovation that occurred during 2005.

We frequently participate with TCCC in contractual arrangements at specific athletic venues, school districts, colleges and universities, and other locations, whereby we obtain pouring or vending rights at a specific location in exchange for cash payments. We record our obligation under each contract at inception and defer and amortize the total required payments using the straight-line method over the term of the contract. At December 31, 2006, the net unamortized balance of these arrangements, which was included in customer distribution rights and other noncurrent assets, net on our Consolidated Balance Sheet, totaled $446 million ($1,030 million capitalized, net of $584 million in accumulated amortization). Amortization expense related to these assets, included as a reduction in net operating revenues, totaled $150 million, $145 million, and $150 million in 2006, 2005, and 2004, respectively.

2005 versus 2004

Net operating revenues increased 3.0 percent in 2005 to $18.7 billion from $18.2 billion in 2004. The percentage of our 2005 net operating revenues derived from North America and Europe was 72 percent and 28 percent, respectively. Great Britain contributed 46 percent of Europe’s net operating revenues in 2005.

Our net operating revenues in 2005 were impacted by pricing improvement in North America and increased sales of our lower-calorie beverages, water brands, and energy drinks. These positive factors were offset by a continuing decline in the sale of regular soft drinks across all our territories and by significant marketplace challenges in Europe, including changing consumer preferences and the growth of deep discounters.

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Net operating revenue per case increased 3.0 percent in 2005 versus 2004. The following table summarizes the significant components of the change in our 2005 net operating revenue per case (rounded to the nearest  ¹/2 percent and based on wholesale physical case volume):

	North America		Europe		Consolidated
Changes in net operating revenue per case:
Bottle and can net price per case	3.0	%	1.0	%	2.0	%
Belgium excise tax and VAT changes	0.0		0.5		0.0
Customer marketing and other promotional adjustments	(0.5	)	0.5		0.0
Post mix revenues, agency revenues, and other revenues	1.0		0.0		0.5
Currency exchange rate changes	0.5		0.0		0.5
Change in net operating revenue per case	4.0	%	2.0	%	3.0	%

Our bottle and can sales accounted for 90 percent of our net operating revenues during 2005. The increase in our 2005 bottle and can net pricing per case was primarily achieved with rate increases, but also reflected additional mix benefit associated with the growth of our immediate consumption business and increased sales of higher-margin products, such as energy drinks.

The cost of various customer programs and arrangements designed to increase the sale of our products by these customers totaled $2.2 billion and $1.9 billion in 2005 and 2004, respectively. These amounts included net customer marketing accrual reductions related to prior year programs of $75 million and $71 million in 2005 and 2004, respectively. The cost of these various programs as a percentage of gross revenues was approximately 6.8 percent and 6.2 percent in 2005 and 2004, respectively. The increase in the cost of these various programs as a percentage of gross revenues was the result of higher promotional activities in 2005 in conjunction with the significant product innovation that occurred during 2005.

Cost of Sales

2006 versus 2005

Cost of sales increased 7.0 percent in 2006 to $12.0 billion from $11.2 billion in 2005. Cost of sales per case increased 5.5 percent in 2006 versus 2005. The following table summarizes the significant components of the change in our 2006 cost of sales per case (rounded to the nearest  ¹/2 percent and based on wholesale physical case volume):

	North America		Europe		Consolidated
Changes in cost of sales per case:
Bottle and can ingredient and packaging costs	4.0	%	2.0	%	3.5	%
Belgium excise tax and VAT changes	0.0		(0.5	)	0.0
HFCS litigation settlement proceeds in 2005	0.5		0.0		0.5
Bottle and can marketing credits and Jumpstart funding	(1.0	)	0.0		(1.0	)
Costs related to post mix, agency, and other revenues	2.0		0.5		1.5
Currency exchange rate changes	0.5		1.5		1.0
Change in cost of sales per case	6.0	%	3.5	%	5.5	%

The cost environment across all of our territories continued to be challenging during 2006, particularly in North America, where our year-over-year bottle and can ingredient and packaging cost per case increased 4.0 percent. This increase was driven by higher costs associated with package mix shifts, a moderate increase in the cost of concentrate, and increased conversion costs due to higher

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energy prices. We also experienced increases in the cost of certain materials, particularly aluminum, PET (plastic), and HFCS. During 2006, our cost of sales benefited from the recognition of increased Jumpstart income due to higher cold drink equipment placements under our amended Jumpstart agreements with TCCC (programs with TCCC designed to promote the placement of cold drink equipment) and the rollout of our energy drink portfolio.

We have implemented a project in the Netherlands to transition from the production and sale of refillable PET (plastic) bottles to the production and sale of non-refillable PET (plastic) bottles. The transition commenced in 2004 and was completed in the first quarter of 2006. The increased packaging flexibility has led to increased sales in the Netherlands by offering added variety and convenience to consumers. The transition resulted in (1) accelerated depreciation for certain machinery and equipment, plastic crates, and refillable plastic bottles; (2) costs for removing current production lines; (3) termination and severance costs; (4) training costs; (5) external warehousing costs; and (6) operational inefficiencies. The expenses related to this project totaled approximately $27 million, offset partially by $8 million in gains related to the forfeiture of customer deposits and the sale of refillable PET (plastic) bottles and crates. We recognized $11 million and $16 million of these expenses during 2005 and 2004, respectively, and recorded the $8 million in gains during 2006.

2005 versus 2004

Cost of sales increased 4.0 percent in 2005 to $11.2 billion from $10.8 billion in 2004. Cost of sales per case increased 4.0 percent in 2005 versus 2004. The following table summarizes the significant components of the change in our 2005 cost of sales per case (rounded to the nearest  ¹/2 percent and based on wholesale physical case volume):

	North America		Europe		Consolidated
Changes in cost of sales per case:
Bottle and can ingredient and packaging costs	5.0	%	1.5	%	3.5	%
Belgium excise tax and VAT changes	0.0		0.5		0.0
HFCS litigation settlement proceeds in 2005	(0.5	)	0.0		(0.5	)
New concentrate pricing structure in 2004	(0.5	)	0.0		0.0
Bottle and can marketing credits and Jumpstart funding	(0.5	)	(0.5	)	(0.5	)
Costs related to post mix, agency, and other revenues	1.5		0.5		1.0
Currency exchange rate changes	0.5		(0.5	)	0.5
Change in cost of sales per case	5.5	%	1.5	%	4.0	%

The increase in our bottle and can ingredient and packaging costs during 2005 was primarily the result of increases in the cost of certain materials, particularly PET (plastic), aluminum, and fuel. We also experienced a moderate increase in the cost of concentrate. The increased costs we experienced in North America were due, in part, to the impact of the hurricanes.

Volume

2006 versus 2005

The following table summarizes the change in our 2006 bottle and can volume versus 2005, as adjusted to reflect the impact of an acquisition completed in 2006 as if that acquisition were completed in 2005 (no acquisitions were made in 2005; selling days were the same in 2006 and 2005; rounded to the nearest  ¹/2 percent):

	North America		Europe		Consolidated
Change in volume	1.0	%	3.5	%	1.5	%
Impact of acquisition	(0.5	)	0.0		(0.5	)
Change in volume, adjusted for acquisition	0.5	%	3.5	%	1.0	%

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North America comprised 76 percent and 77 percent of our consolidated bottle and can volume during 2006 and 2005, respectively. Great Britain contributed 46 percent and 47 percent of our European bottle and can volume in 2006 and 2005, respectively. In 2006 and 2005, our sales represented approximately 13 percent of the total nonalcoholic beverage sales in our North American territories and approximately 8 percent of total nonalcoholic beverage sales in our European territories.

Brands

The following table summarizes our 2006 bottle and can volume results by major brand category, as adjusted to reflect the impact of an acquisition completed in 2006 as if that acquisition were completed in 2005 (no acquisitions were made in 2005; selling days were the same in 2006 and 2005; rounded to the nearest  ¹/2 percent):

	Change		Percent of Total
North America:
Coca-Cola trademark	(3.0	)%	57.5	%
Soft-drink flavors and energy	4.0		26.0
Juices, isotonics, and other	1.5		8.5
Water	19.0		8.0
Total	0.5	%	100.0	%
Europe:
Coca-Cola trademark	4.5	%	68.5	%
Soft-drink flavors and energy	(1.0	)	19.5
Juices, isotonics, and other	5.0		9.5
Water	13.5		2.5
Total	3.5	%	100.0	%
Consolidated:
Coca-Cola trademark	(1.0	)%	60.0	%
Soft-drink flavors and energy	3.0		24.5
Juices, isotonics, and other	2.5		8.5
Water	18.5		7.0
Total	1.0	%	100.0	%

The overall performance of our product portfolio in 2006 and 2005 continued to be impacted by trends in the marketplace, which reflect a consumer preference for diet and lower-calorie beverages and an increased demand for specialized beverage choices. In order to capitalize on these trends, we have continued to focus our product and package innovation on diet and light brands, water brands, teas, and sports and energy drinks.

In North America, the sales volume of our Coca-Cola trademark products decreased 3.0 percent during 2006. Our regular Coca-Cola trademark products decreased 4.0 percent, while our diet Coca-Cola trademark products declined 2.0 percent. The decrease in our regular Coca-Cola trademark products was primarily attributable to lower sales of Coca-Cola classic, Coca-Cola with Lime, and Vanilla Coca-Cola, offset partially by sales of Black Cherry Vanilla Coke, which was introduced during the first quarter of 2006. The decline in our diet Coca-Cola trademark products was primarily driven by lower sales of Diet Coke, Diet Coke with Lime, and Diet Vanilla Coca-Cola. These decreases were partially offset by a substantial increase in the year-over-year sales of Coca-Cola Zero, which was launched in the second quarter of 2005, and sales of Diet Black Cherry Vanilla Coke, which was introduced during the first quarter of 2006.

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Our soft-drink flavors and energy volume in North America increased 4.0 percent during 2006. This increase was primarily driven by the performance of our energy portfolio, including Full Throttle and Rockstar, the introduction of Vault and Vault Zero during the first and second quarters of 2006, respectively, and higher sales of our Fresca products. These increases were offset partially by a year-over-year decline in the sale of Sprite and Sprite Remix products.

Our juices, isotonics, and other volume increased 1.5 percent in North America during 2006. This increase was primarily attributable to POWERade volume growth, offset partially by a decrease in the sale of Minute Maid products. We also introduced Gold Peak, a premium iced tea beverage, during the third quarter of 2006. Our water brands continued to perform well in North America, increasing 19.0 percent during 2006. This performance was primarily driven by higher Dasani sales volume.

In Europe, the sales volume of our Coca-Cola trademark products increased 4.5 percent during 2006. Our regular Coca-Cola trademark products increased 4.0 percent, driven primarily by higher sales of Coca-Cola. Our zero-sugar Coca-Cola trademark products increased 5.0 percent, which was primarily attributable to sales of Coca-Cola Zero, which was introduced in Great Britain and Belgium during the second and third quarters of 2006, respectively. Our soft-drink flavors and energy volume in Europe decreased 1.0 percent during 2006, while our juices, isotonics, and other volume increased 5.0 percent. The increase in our juices, isotonics, and other volume was primarily driven by volume growth in our sports drinks, POWERade and Aquarius. Our overall volume results in Europe were positively impacted during 2006 by marketing initiatives, such as World Cup activation, the launch of Coca-Cola Zero, and “boost zones” in France.

Packages

The following table summarizes our 2006 bottle and can volume results by major package category, as adjusted to reflect the impact of an acquisition completed in 2006 as if that acquisition were completed in 2005 (no acquisitions were made in 2005; selling days were the same in 2006 and 2005; rounded to the nearest  ¹/2 percent):

	Change		Percent of Total
North America:
Cans	(0.5	)%	59.5	%
20-ounce	(0.5	)	14.0
2-liter	(4.0	)	11.0
Other (includes 500 ml and 32-ounce)	9.5		15.5
Total	0.5	%	100.0	%
Europe:
Cans	4.0	%	38.0	%
Multi-serve PET (1-liter and greater)	3.5		32.5
Single-serve PET	4.0		13.5
Other	3.0		16.0
Total	3.5	%	100.0	%

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2005 versus 2004

The following table summarizes the change in our 2005 bottle and can volume versus 2004, as adjusted to reflect the impact of two fewer selling days in 2005 versus 2004 (no acquisitions were made in 2005 or 2004; rounded to the nearest  ¹/2 percent):

	North America		Europe		Consolidated
Change in volume	0.5	%	(2.5	)%	0.0	%
Impact of selling day shift	0.5		0.5		0.5
Change in volume, adjusted for selling day shift	1.0	%	(2.0	)%	0.5	%

North America comprised 77 percent and 76 percent of our consolidated bottle and can volume during 2005 and 2004, respectively. Great Britain contributed 47 percent of our European bottle and can volume in 2005 and 2004. In 2005 and 2004, our sales represented approximately 13 percent of the total nonalcoholic beverage sales in our North American territories and approximately 8 percent of total nonalcoholic beverage sales in our European territories.

Brands

The following table summarizes our 2005 bottle and can volume results by major brand category, as adjusted to reflect the impact of two fewer selling days in 2005 versus 2004 (no acquisitions were made in 2005 or 2004; rounded to the nearest  ¹/2 percent):

	Change		Percent of Total
North America:
Coca-Cola trademark	(1.5	)%	59.5	%
Soft-drink flavors and energy	2.5		25.0
Juices, isotonics, and other	2.5		8.5
Water	24.0		7.0
Total	1.0	%	100.0	%
Europe:
Coca-Cola trademark	(1.5	)%	68.0	%
Soft-drink flavors and energy	(6.5	)	20.5
Juices, isotonics, and other	9.0		9.5
Water	(4.0	)	2.0
Total	(2.0	)%	100.0	%
Consolidated:
Coca-Cola trademark	(1.5	)%	61.5	%
Soft-drink flavors and energy	0.5		24.0
Juices, isotonics, and other	4.0		8.5
Water	21.0		6.0
Total	0.5	%	100.0	%

In North America, the sales volume of our Coca-Cola trademark products decreased 1.5 percent during 2005. Our regular Coca-Cola trademark products decreased 3.0 percent, while our diet Coca-Cola trademark products increased 1.0 percent. The decrease in our regular Coca-Cola trademark products was primarily attributable to lower sales of Coca-Cola classic, Coca-Cola C2, and Vanilla Coca-Cola, offset partially by the sale of Coca-Cola with Lime, which was introduced during the

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first quarter of 2005. The increase in our diet Coca-Cola trademark products was primarily driven by significant product innovation during the second quarter of 2005, which included the introduction of Coca-Cola Zero and Diet Coke Sweetened with Splenda^®. The positive impact of these new products was partially offset by a decrease in the sale of regular Diet Coke.

Our soft-drink flavors and energy volume in North America increased 2.5 percent during 2005. This increase was primarily driven by higher sales of Fresca and Fanta products, along with the introduction of two new energy drinks, Full Throttle and Rockstar, during the first and second quarters of 2005, respectively. These increases were offset partially by a year-over-year decline in the sale of Sprite and Sprite Remix products.

Our juices, isotonics, and other volume increased 2.5 percent in North America during 2005. This increase was primarily attributable to a 27.5 percent increase in POWERade, which included the introduction of POWERade Option, a reduced calorie sports drink, during the third quarter of 2005. This increase was offset partially by declines in the sale of Minute Maid products and Nestea. Our water brands increased 24.0 percent in North America during 2005 due to a significant increase in the sale of Dasani and the introduction of Dasani flavored waters beginning in the second quarter of 2005.

In Europe, the sales volume of our Coca-Cola trademark products decreased 1.5 percent during 2005. Our regular Coca-Cola trademark products decreased 3.0 percent, driven primarily by lower sales of Coca-Cola and Vanilla Coca-Cola. Our zero-sugar Coca-Cola trademark products increased 1.0 percent, which was primarily attributable to sales of Coca-Cola Light with Lime, offset partially by a decline in the sales of Coca-Cola Light with Lemon. Our soft-drink flavors and energy volume in Europe decreased 6.5 percent during 2005, due to a significant decline in the sale of Fanta products.

Packages

The following table summarizes our 2005 bottle and can volume results by major package category, as adjusted to reflect the impact of two fewer selling days in 2005 versus 2004 (no acquisitions were made in 2005 or 2004; rounded to the nearest  ¹/2 percent):

	Change		Percent of Total
North America:
Cans	(1.0	)%	60.0	%
20-ounce	2.5		14.5
2-liter	(6.0	)	11.0
Other (includes 500 ml and 32-ounce)	17.5		14.5
Total	1.0	%	100.0	%
Europe:
Cans	(1.5	)%	38.0	%
Multi-serve PET (1-liter and greater)	(5.0	)	32.5
Single-serve PET	2.0		13.5
Other	1.0		16.0
Total	(2.0	)%	100.0	%

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Selling, Delivery, and Administrative Expenses

2006 versus 2005

Selling, delivery, and administrative (“SD&A”) expenses increased $264 million, or 4.5 percent, to $6.4 billion in 2006. The following table summarizes the significant components of the change in our 2006 SD&A expenses (in millions; percentages rounded to the nearest  ¹/2 percent):

	Amount			Change Percent of Total
Changes in SD&A expenses:
Administrative expenses	$	26		0.5	%
Delivery and merchandise expenses		55		1.0
Selling and marketing expenses		100		1.5
Depreciation and amortization		(31	)	(0.5	)
Expenses of acquired bottler		31		0.5
Change in accounting for share-based payment awards		35		0.5
Net impact of restructuring charges in 2006 and 2005		(14	)	0.0
Legal settlements in 2006		14		0.0
Hurricane related asset write-offs in 2005		(26	)	(0.5	)
Asset sale in 2005		8		0.0
Currency exchange rate changes		41		1.0
Other expenses		25		0.5
Change in SD&A expenses	$	264		4.5	%

SD&A expenses as a percentage of net operating revenues was 32.3 percent and 32.7 percent in 2006 and 2005, respectively. The decrease in our SD&A expenses as a percentage of net operating revenues during 2006 was primarily the result of (1) a continued focus on controlling the growth of our operating expenses; (2) lower restructuring charges; and (3) the absence of hurricane related asset write-offs. These items were partially offset by higher employee compensation expense due to the adoption of SFAS 123R and legal settlement expense.

During 2006 and 2005, we recorded restructuring charges totaling $66 million and $80 million, respectively. These charges were primarily related to (1) workforce reductions associated with the reorganization of our North American operations into six United States business units and Canada; (2) the reorganization of certain aspects of our operations in Europe; (3) changes in our executive management; and (4) the elimination of certain corporate headquarters positions. The reorganization of our North American operations (1) has resulted in a simplified and flatter organizational structure; (2) has helped facilitate a closer interaction between our front-line employees and our customers; and (3) will provide long-term cost savings through improved administrative and operating efficiencies. Similarly, the reorganization of certain aspects of our operations in Europe has helped improve operating effectiveness and efficiency while enabling our front-line employees to better meet the needs of our customers.

In February 2007, we announced a restructuring program to support the implementation of key strategic initiatives designed to achieve long-term sustainable growth. This restructuring program will impact certain aspects of our North American and European operations as well as our corporate headquarters. Through this restructuring program we will (1) enhance standardization in our operating structure and business practices; (2) create a more efficient supply chain and order fulfillment structure; and (3) improve customer service in North America through the implementation of a new selling system for smaller customers. These restructuring activities are expected to result in a charge of approximately $300 million, including transition costs, and a net job reduction of approximately

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5 percent of our total workforce, or approximately 3,500 positions. The majority of the expense is expected to be recognized in 2007 and 2008.

On January 1, 2006, we adopted SFAS 123R, which requires the grant-date fair value of all share-based payment awards, including employee share options, to be recorded as employee compensation expense over the requisite service period. We applied the modified prospective transition method when we adopted SFAS 123R and, therefore, did not restate any prior periods. During 2006, we recorded incremental compensation expense totaling $35 million as a result of adopting SFAS 123R. If our share-based payment awards had been accounted for under SFAS 123R during 2005, our compensation expense would have been approximately $48 million higher. For additional information about the adoption of SFAS 123R, refer to Note 11 of the Notes to Consolidated Financial Statements.

During 2005, we recorded charges totaling $28 million related to damage caused by Hurricanes Katrina, Rita, and Wilma. These charges were primarily for (1) the write-off of damaged or destroyed fixed assets; (2) the estimated costs to retrieve and dispose of non-usable vending equipment; and (3) the loss of inventory. Approximately $26 million of the charges were included in SD&A and $2 million was recorded in cost of sales.

2005 versus 2004

SD&A expenses increased $144 million, or 2.5 percent, to $6.1 billion in 2005. The following table summarizes the significant components of the change in our 2005 SD&A expenses (in millions; percentages rounded to the nearest  ¹/2 percent):

	Amount			Change Percent of Total
Changes in SD&A expenses:
Administrative expenses	$	(16	)	(0.5	)%
Delivery and merchandise expenses		35		0.5
Selling and marketing expenses		14		0.5
Restructuring charges in 2005		80		1.5
Hurricane related asset write-offs in 2005		26		0.5
Asset sale in 2005		(8	)	0.0
Currency exchange rate changes		24		0.5
Other expenses		(11	)	(0.5	)
Change in SD&A expenses	$	144		2.5	%

SD&A expenses as a percentage of net operating revenues was 32.7 percent and 32.9 percent in 2005 and 2004, respectively. During 2005, we were able to control the growth of our underlying operating expenses, as we realized cost savings associated with our ongoing operating expense initiatives. Our SD&A expenses were also impacted by the restructuring charges that were recorded during the year and the asset write-offs associated with hurricane damage.

Franchise Impairment Charge

During 2006, we recorded a $2.9 billion ($1.8 billion net of tax, or $3.80 per common share) non-cash impairment charge to reduce the carrying amount of our North American franchise license intangible assets to their estimated fair value based upon the results of our annual impairment test. For additional information about our franchise license intangible assets and the related non-cash impairment charge, refer to Note 1 of the Notes to Consolidated Financial Statements.

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Interest Expense

2006 versus 2005

Interest expense, net totaled $633 million in 2006 and 2005. During 2006, we experienced higher interest rates, offset partially by a lower average outstanding debt balance. Our 2005 interest expense, net included a net charge totaling $8 million resulting from the early extinguishment of certain debt obligations in conjunction with the repatriation of non-U.S. earnings. At December 31, 2006, approximately 83 percent of our debt portfolio was comprised of fixed-rate debt and 17 percent was floating-rate debt. Our weighted average cost of debt was 5.9 percent in 2006 versus 5.7 percent in 2005. Our average outstanding debt balance in 2006 was $10.4 billion as compared to $10.8 billion in 2005.

2005 versus 2004

Interest expense, net increased 2.5 percent in 2005 to $633 million from $619 million in 2004. During 2005, we recorded a net charge totaling $8 million resulting from the early extinguishment of certain debt obligations in conjunction with the repatriation of non-U.S. earnings. We also experienced higher interest rates, partially offset by a lower average outstanding debt balance. At December 31, 2005, approximately 86 percent of our debt portfolio was comprised of fixed-rate debt and 14 percent was floating-rate debt. Our weighted average cost of debt was 5.7 percent in 2005 versus 5.3 percent in 2004. Our average outstanding debt balance in 2005 was $10.8 billion as compared to $11.4 billion in 2004.

Income Tax Expense

2006 versus 2005

Our effective tax rate was a benefit of 46 percent and a provision of 35 percent for 2006 and 2005, respectively. Our 2006 rate included (1) an $80 million (10 percentage point decrease in our effective tax rate) tax benefit, primarily for state tax law changes and Canadian federal and provincial tax rate changes and (2) a $15 million (2 percentage point decrease in our effective tax rate) tax benefit related to the revaluation of various income tax obligations. Our 2006 rate also included a $1.1 billion (63 percentage point decrease in our effective tax rate) income tax benefit related to a $2.9 billion non-cash franchise impairment charge. For additional information about the non-cash franchise impairment charge, refer to Note 1 of the Notes to Consolidated Financial Statements. Our 2005 rate included (1) a $40 million (5 percentage point decrease in our effective tax rate) tax benefit, primarily for state tax rate changes and (2) a $27 million (3 percentage point decrease in our effective tax rate) tax benefit related to the revaluation of various income tax obligations. Our 2005 rate also included a $128 million (16 percentage point increase in our effective tax rate) income tax provision related to the repatriation of $1.6 billion in previously undistributed non-U.S. earnings and basis. This repatriation was completed in connection with the American Jobs Creation Act of 2004, which contained, among other things, a repatriation provision that provided a special, one-time tax deduction of 85 percent of certain non-U.S. earnings that were repatriated prior to December 31, 2005, provided certain criteria were met. For additional information about the repatriation, refer to Note 10 of the Notes to Consolidated Financial Statements.

2005 versus 2004

Our effective tax rate was a provision of 35 percent and 27 percent for 2005 and 2004, respectively. Our 2005 rate included (1) a $128 million (16 percentage point increase in our effective tax rate) income tax provision related to the repatriation of non-U.S. earnings; (2) a $40 million (5 percentage point decrease in our effective tax rate) tax benefit, primarily for state tax rate changes; and (3) a $27 million (3 percentage point decrease in our effective tax rate) tax benefit related to the

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revaluation of various income tax obligations. Our 2004 rate included tax rate reductions totaling $20 million (2 percentage point decrease in our effective rate) due to the benefit of favorable tax rate changes, primarily in Europe.

Relationship With The Coca-Cola Company

We are a marketer, producer, and distributor principally of Coca-Cola products with approximately 93 percent of our sales volume consisting of sales of TCCC products. Our license arrangements with TCCC are governed by licensing territory agreements. TCCC owned approximately 35 percent of our outstanding shares as of December 31, 2006. For information about our transactions with TCCC during 2006, 2005, and 2004, refer to Note 3 of the Notes to Consolidated Financial Statements.

Liquidity And Cash Flow Review

Liquidity and Capital Resources

Our sources of capital include, but are not limited to, cash flows from operations, the issuance of public or private placement debt, bank borrowings, and the issuance of equity securities. We believe that available short-term and long-term capital resources are sufficient to fund our capital expenditures, benefit plan contributions, working capital requirements, scheduled debt payments, interest payments, income tax obligations, dividends to our shareowners, any contemplated acquisitions, and share repurchases.

The following table summarizes our availability under debt and credit facilities as of December 31, 2006 and 2005 (in millions):

	At December 31,
	2006		2005
Amounts available for borrowing:
Amounts available under committed domestic and international credit facilities(A)	$	1,940	$	2,297
Amounts available under public debt facilities:(B)
Shelf registration statement with the U.S. Securities and Exchange Commission		3,221		3,221
Euro medium-term note program		1,514		1,557
Total amounts available under public debt facilities		4,735		4,778
Total amounts available	$	6,675	$	7,075

^(A) Amounts are shown net of outstanding commercial paper totaling $998 million and $593 million as of December 31, 2006 and 2005, respectively, since these facilities serve as a backstop to our commercial paper programs. At December 31, 2006 and 2005, there were no outstanding borrowings under our committed credit facilities. Our primary committed facility matures in 2009 and is a $2.5 billion revolving credit facility with a syndicate of 26 banks.

^(B) Amounts available under each of these public debt facilities and the related costs to borrow are subject to market conditions at the time of borrowing.

We satisfy seasonal working capital needs and other financing requirements with short-term borrowings under our commercial paper programs, bank borrowings, and various lines of credit. At December 31, 2006 and 2005, we had approximately $998 million and $593 million, respectively, outstanding in commercial paper. During 2007, we plan to repay a portion of the outstanding borrowings under our commercial paper programs and short-term credit facilities with operating cash

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flow and intend to refinance the remaining outstanding borrowings. As shown in the preceding table, at December 31, 2006, we had approximately $1.9 billion available for borrowing under committed domestic and international credit facilities.

Credit Ratings and Covenants

Our credit ratings are periodically reviewed by rating agencies. Currently, our long-term ratings from Moody’s, Standard and Poor’s, and Fitch are A2, A, and A, respectively. In February 2007, Moody’s placed our long-term rating on review for a possible downgrade. Changes in our operating results, cash flows, or financial position could impact the ratings assigned by the various rating agencies. Should our credit ratings be adjusted downward, we may incur higher costs to borrow, which could have a material impact on our Consolidated Financial Statements.

Our credit facilities and outstanding notes and debentures contain various provisions that, among other things, require us to limit the incurrence of certain liens or encumbrances in excess of defined amounts. Additionally, our credit facilities require us to maintain a defined net debt to total capital ratio. We were in compliance with these requirements as of December 31, 2006. These requirements currently are not, and it is not anticipated they will become, restrictive to our liquidity or capital resources.

Summary of Cash Activities

2006

Our principal sources of cash consisted of (1) those derived from operations of $1.6 billion; (2) proceeds from the issuance of debt and net issuance of commercial paper totaling $1.1 billion; and (3) proceeds from the disposal of capital assets totaling $50 million. Our primary uses of cash were for (1) debt payments of $1.6 billion; (2) capital asset investments of $882 million; (3) the acquisition of Central Coca-Cola Bottling, Inc for $106 million; and (4) dividend payments totaling $114 million.

2005

Our principal sources of cash consisted of (1) those derived from operations of $1.6 billion; (2) proceeds from the issuance of debt totaling $1.5 billion; (3) proceeds from the settlement of our interest rate swap agreements totaling $46 million; and (4) proceeds from the disposal of capital assets totaling $48 million. Our primary uses of cash were for (1) debt payments of $1.8 billion; (2) net payments on commercial paper of $599 million; (3) capital asset investments of $902 million; and (4) dividend payments totaling $76 million.

2004

Our principal sources of cash consisted of (1) those derived from operations of $1.6 billion; (2) proceeds from the issuance of debt totaling $558 million; and (3) proceeds from the exercise of employee share options totaling $181 million. Our primary uses of cash were for (1) debt payments of $1.3 billion; (2) capital asset investments of $949 million; and (3) dividend payments totaling $76 million.

Operating Activities

2006 versus 2005

Our net cash derived from operating activities decreased $29 million in 2006 to $1.6 billion. This decrease was primarily the result of (1) working capital changes and (2) the receipt of $53 million in

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proceeds from the settlement of litigation against suppliers of HFCS during 2005. These items were partially offset by a $61 million decrease in our pension and postretirement benefit plan contributions. For additional information about the changes in our assets and liabilities, refer to our Financial Position discussion below.

2005 versus 2004

Our net cash derived from operating activities increased $1 million in 2005 to $1.6 billion. This increase was primarily driven by favorable changes in our assets and liabilities. For additional information about the changes in our assets and liabilities, refer to our Financial Position discussion below.

Investing Activities

2006 versus 2005

Our capital asset investments decreased $20 million in 2006 to $882 million and represented the principal use of cash for investing activities. The following table summarizes our capital asset investments for the years ended December 31, 2006 and 2005 (in millions):

	2006		2005
Supply chain infrastructure improvements	$	376	$	420
Cold drink equipment		349		283
Fleet purchases		85		78
Information technology and other capital investments		72		121
Total capital asset investments	$	882	$	902

Our investment in cold drink equipment increased in 2006 as compared to 2005, due to the higher equipment placements under our amended Jumpstart agreements with TCCC and the rollout of our energy drink portfolio.

2005 versus 2004

Our capital asset investments decreased $47 million in 2005 to $902 million and represented the principal use of cash for investing activities. The following table summarizes our capital asset investments for the years ended December 31, 2005 and 2004 (in millions):

	2005		2004
Supply chain infrastructure improvements	$	420	$	395
Cold drink equipment		283		343
Fleet purchases		78		98
Information technology and other capital investments		121		113
Total capital asset investments	$	902	$	949

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Financing Activities

2006 versus 2005

Our net cash used in financing activities decreased $233 million in 2006 to $571 million from $804 million in 2005. The following table summarizes our issuances of debt, payments on debt, and our net issuances on commercial paper for the year ended December 31, 2006 (in millions):

Issuances of Debt	Maturity Date	Rate		Amount
£175 million British pound sterling note	May 2009	5.25	%	$	325
British revolving credit facilities	Uncommitted	—	(A)		127
Belgian revolving credit facilities	Uncommitted	—	(A)		97
French revolving credit facilities	Uncommitted	—	(A)		147
Total issuances of debt, excluding commercial paper					696
Net issuances of commercial paper					387
Total issuances of debt				$	1,083
Payments on Debt	Maturity Date	Rate		Amount
$250 million U.S. dollar note	September 2006	2.50	%	$	(250	)
$450 million U.S. dollar note	August 2006	5.38			(450	)
£175 million British pound sterling note	May 2006	4.13			(330	)
British revolving credit facilities	Uncommitted	—	(A)		(254	)
Belgian revolving credit facilities	Uncommitted	—	(A)		(90	)
French revolving credit facilities	Uncommitted	—	(A)		(201	)
Other payments	—	—			(42	)
Total payments on debt				$	(1,617	)

^(A) These credit facilities and notes carry variable interest rates.

During 2006 and 2005, we made dividend payments on our common stock totaling $114 million and $76 million, respectively. In December 2005, we increased our quarterly dividend 50 percent from $0.04 per common share to $0.06 per common share.

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2005 versus 2004

Our net cash used in financing activities increased $172 million in 2005 to $804 million from $632 million in 2004. The following table summarizes our issuances of debt, payments on debt, and our net payments on commercial paper for the year ended December 31, 2005 (in millions):

Issuances of Debt	Maturity Date	Rate		Amount
550 million Euro note(A)	June 2007	—	(B)	$	651
350 million Euro note(A)	December 2008	3.13	%		414
British revolving credit facilities	Uncommitted	—	(B)		180
French revolving credit facilities	Uncommitted	—	(B)		283
Other issuances	—	—			13
Total issuances of debt				$	1,541
Payments on Debt	Maturity Date	Rate		Amount
$500 million U.S. dollar note(C)	May 2007	5.25	%	$	(505	)
$300 million U.S. dollar note(C)	September 2009	7.13	%		(183	)
$550 million U.S. dollar note(C)	August 2011	6.13	%		(279	)
$250 million U.S. dollar note	January 2005	8.00	%		(250	)
French revolving credit facilities	Uncommitted	—	(B)		(308	)
British revolving credit facilities	Uncommitted	—	(B)		(151	)
Other payments	—	—			(80	)
Total payments on debt, excluding commercial paper					(1,756	)
Net payments on commercial paper					(599	)
Total payments on debt				$	(2,355	)

^(A) These notes were issued in conjunction with the repatriation of non-U.S. earnings that occurred in December 2005. For additional information about the repatriation, refer to Note 10 of the Notes to Consolidated Financial Statements.

^(B) These credit facilities and notes carry variable interest rates.

^(C) These notes were extinguished or partially extinguished in conjunction with the repatriation of non-U.S. earnings that occurred in December 2005. As a result of these extinguishments, we recorded a net loss of $8 million ($5 million net of tax), which is included in interest expense, net on our Consolidated Statement of Operations.

Financial Position

Assets

2006 versus 2005

Trade accounts receivable increased $287 million, or 16 percent, to $2.1 billion at December 31, 2006. This increase was primarily the result of higher year-over-year December sales, a slight increase in our average days sales outstanding, and currency exchange rate changes.

Customer distribution rights and other noncurrent assets, net decreased $211 million, or 21 percent, to $781 million at December 31, 2006. This decrease was primarily the result of a reduction in our pension assets due to the adoption of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — An Amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS 158”). For additional information about the adoption of SFAS 158, refer to Note 9 of the Notes to Consolidated Financial Statements.

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Franchise intangible assets, net decreased $2.4 billion, or 17 percent, to $11.5 billion at December 31, 2006. This decrease was primarily the result of a $2.9 billion non-cash impairment charge to reduce the carrying amount of our North American franchise license intangible assets to their estimated fair value. This decrease was offset partially by currency exchange rate changes.

2005 versus 2004

Trade accounts receivable decreased $82 million, or 4.5 percent, to $1.8 billion at December 31, 2005. This decrease was primarily the result of currency exchange rate changes and a decrease in our average days sales outstanding, offset partially by the termination of our sale of accounts receivable program in January 2005. At December 31, 2004, approximately $58 million of our accounts receivable were sold under this program.

Inventories increased $23 million, or 3.0 percent, to $786 million at December 31, 2005 from $763 million at December 31, 2004. This increase was primarily the result of higher cost of goods on hand, offset partially by lower levels of inventory and currency exchange rate changes.

Liabilities and Shareowners’ Equity

2006 versus 2005

Accounts payable and accrued expenses increased $93 million to $2.7 billion at December 31, 2006. This increase was primarily the result of currency exchange rate changes, offset partially by a decrease in accrued taxes, which were higher as of December 31, 2005 due to the repatriation of non-U.S. earnings.

Our total debt decreased $87 million to $10.0 billion at December 31, 2006. This decrease was the result of cash repayments on debt exceeding debt issuances by approximately $534 million, offset partially by a $377 million increase resulting from currency exchange rate changes, a $42 million increase from capital lease additions, and a $28 million increase from other debt related changes.

In 2006, currency exchange rate changes resulted in a net gain recognized in comprehensive income of $183 million. This amount consisted of a $211 million gain in currency translation adjustments offset by the impact of net investment hedges of $28 million.

2005 versus 2004

Accounts payable and accrued expenses decreased $69 million to $2.6 billion at December 31, 2005. This decrease was primarily the result of currency exchange rate changes, offset partially by an increase in our accrued taxes related to the repatriation.

Amounts payable to TCCC increased $89 million to $180 million at December 31, 2005 from $91 million at December 31, 2004. Our balance payable to TCCC was higher due to the timing of payments, including those related to CTM programs.

Our total debt decreased $1.0 billion to $10.1 billion at December 31, 2005 from $11.1 billion at December 31, 2004. This decrease was the result of cash repayments on debt exceeding new debt issuances by approximately $814 million and a $208 million decrease resulting from currency exchange rate changes.

In 2005, currency exchange rate changes resulted in a net loss recognized in comprehensive income of $249 million. This amount consisted of a $303 million loss in foreign currency translation adjustments offset by the impact of net investment hedges of $54 million.

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Contractual Obligations and Other Commercial Commitments

The following table summarizes our significant contractual obligations and commercial commitments as of December 31, 2006 (in millions):

	Payments due by Period
Contractual Obligations	2007		2008		2009		2010		2011		Thereafter		Total
Debt, excluding capital leases(A)	$	777	$	1,358	$	2,476	$	266	$	298	$	4,691	$	9,866
Capital leases(B)		27		21		20		19		19		50		156
Operating leases(C)		127		113		103		97		84		256		780
Purchase agreements(D)		827		—		—		—		—		—		827
Customer contract arrangements(E)		141		76		56		40		26		26		365
Other purchase obligations(F)		160		11		—		—		—		—		171
Total contractual obligations	$	2,059	$	1,579	$	2,655	$	422	$	427	$	5,023	$	12,165
	Amount of Commitment Expiration by Period
Other Commercial Commitments	2007		2008		2009		2010		2011		Thereafter		Total
Affiliate guarantees(G)	$	6	$	9	$	22	$	16	$	59	$	121	$	233
Standby letters of credit(H)		293		4		—		—		—		—		297
Total commercial commitments	$	299	$	13	$	22	$	16	$	59	$	121	$	530

^(A) These amounts represent our debt maturities, as adjusted to reflect the long-term classification of certain of our borrowings due in the next 12 months, as a result of our intent and ability to refinance these borrowings. These amounts exclude contractually required interest payments. For additional information about our debt, refer to Note 6 of the Notes to Consolidated Financial Statements.

^(B) These amounts represent our minimum capital lease payments, net of interest payments totaling $31 million. For additional information about our capital leases, refer to Note 6 of the Notes to Consolidated Financial Statements.

^(C) These amounts represent our minimum operating lease payments due under non-cancelable operating leases with initial or remaining lease terms in excess of one year as of December 31, 2006. For additional information about our operating leases, refer to Note 7 of the Notes to Consolidated Financial Statements.

^(D) These amounts represent non-cancelable purchase agreements with various suppliers that are enforceable and legally binding and that specify a fixed or minimum quantity that we must purchase. All purchases made under these agreements are subject to standard quality and performance criteria. We have excluded amounts related to agreements that require us to purchase a certain percentage of our future raw material needs from a specific supplier, since these agreements do not specify a fixed or minimum quantity requirement.

^(E) These amounts represent our obligation under customer contract arrangements for pouring or vending rights in specific athletic venues, school districts, or other locations. For additional information about these arrangements, refer to Note 1 of the Notes to Consolidated Financial Statements.

^(F) These amounts represent outstanding purchase obligations primarily related to capital expenditures. We have not included amounts related to our requirement to purchase and place specified numbers of venders/coolers or cold drink equipment each year through 2010 under our Jumpstart Programs with TCCC. We are unable to estimate these amounts due to the varying costs for equipment placements. For additional information about our Jumpstart Programs, refer to Note 3 of the Notes to Consolidated Financial Statements.

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^(G) We guarantee debt and other obligations of certain third parties. In North America, we guarantee the repayment of debt owed by a PET (plastic) bottle manufacturing cooperative. We also guarantee the repayment of debt owed by a vending partnership in which we have a limited partnership interest. At December 31, 2006, the maximum amount of our guarantee was $257 million, of which $233 million was outstanding. For additional information about these affiliate guarantees, refer to Note 8 of the Notes to Consolidated Financial Statements.

^(H) We had letters of credit outstanding totaling $297 million at December 31, 2006, primarily for self-insurance programs. For additional information about these letters of credit, refer to Note 8 of the Notes to Consolidated Financial Statements.

Benefit Plan Contributions

The following table summarizes the contributions made to our pension and other postretirement benefit plans for the years ended December 31, 2006 and 2005, as well as our projected contributions for the year ending December 31, 2007 (in millions):

	Actual				Projected
	2006		2005		2007
Pension – U.S.	$	137	$	204	$	105
Pension – Non-U.S.		77		70		81
Other Postretirement		21		22		23
Total contributions	$	235	$	296	$	209

We fund our U.S. pension plans at a level to maintain, within established guidelines, the IRS-defined 90 percent current liability funded status. At January 1, 2006, the date of the most recent actuarial valuation, all U.S. funded defined benefit pension plans reflected current liability funded status equal to or greater than 90 percent. Our primary Canadian plan does not require contributions at this time. Contributions to our primary Great Britain plan are based on a percentage of employees’ pay.

For additional information about our pension and other postretirement benefit plans, refer to Note 9 of the Notes to Consolidated Financial Statements.

Off-Balance Sheet Arrangements

We have identified the manufacturing cooperatives and the purchasing cooperative in which we participate as variable interest entities (“VIEs”). Our variable interests in these cooperatives include an equity investment in each of the entities and certain debt guarantees. Our maximum exposure as a result of our involvement in these entities is approximately $265 million, including our equity investments and debt guarantees. The largest of these cooperatives, of which we have determined we are not the primary beneficiary, represents greater than 95 percent of our maximum exposure. We have been purchasing PET (plastic) bottles from this cooperative since 1984 and our first equity investment was made in 1988. For additional information about these entities, refer to Note 8 of the Notes to Consolidated Financial Statements.

Critical Accounting Policies

We make judgmental decisions and estimates with underlying assumptions when applying accounting principles to prepare our Consolidated Financial Statements. Certain critical accounting policies requiring significant judgments, estimates, and assumptions are detailed below. We consider an accounting estimate to be critical if (1) it requires assumptions to be made that are uncertain at the time the estimate is made and (2) changes to the estimate or different estimates, that could have reasonably been used, would have materially changed our Consolidated Financial Statements. The development and selection of these critical accounting policies have been reviewed with the Audit Committee of our Board of Directors.

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We believe the current assumptions and other considerations used to estimate amounts reflected in our Consolidated Financial Statements are appropriate. However, should our actual experience differ from these assumptions and other considerations used in estimating these amounts, the impact of these differences could have a material impact on our Consolidated Financial Statements.

Impairment Testing of Goodwill and Franchise License Intangible Assets

We perform annual impairment tests of our goodwill and franchise license intangible assets at the North American and European group levels, which are our reporting units. Our franchise license agreements contain performance requirements and convey to us the rights to distribute and sell products of the licensor within specified territories. Our domestic cola franchise license agreements with TCCC do not expire, reflecting a long and ongoing relationship. Our agreements with TCCC covering our United States non-cola, European and Canadian operations are renewable periodically. TCCC does not grant perpetual franchise license intangible rights outside the United States; however, these agreements can be renewed for additional terms with minimal cost. We have received an extension until July 2007 of our bottler agreements with TCCC for our territories in Belgium, continental France, and the Netherlands and until August 2007 of our bottler agreements with TCCC in Great Britain while we negotiate the renewal of these licenses. In February 2007, we requested an extension of our bottler agreement with TCCC in Luxembourg for an additional ten years. We believe that we and TCCC will enter into agreements without material modifications to the terms of the existing agreements and without substantial cost. We have never had a franchise license agreement with TCCC be terminated due to nonperformance of the terms of the agreement or due to a decision by TCCC to terminate an agreement at the expiration of a term. After evaluating the renewal provisions of our franchise license agreements and our mutually beneficial relationship with TCCC, we have assigned indefinite lives to all of our franchise license intangible assets.

The fair values calculated in our annual impairment tests are determined using discounted cash flow models involving several assumptions. These assumptions include, but are not limited to, anticipated growth rates by geographic region, our long-term anticipated growth rate, the discount rate, and estimates of capital charges for our franchise license intangible assets. When appropriate, we consider the assumptions that we believe hypothetical marketplace participants would use in estimating future cash flows. In performing our 2006 impairment tests, the following critical assumptions were used in determining the fair values of our goodwill and franchise license intangible assets: (1) projected operating income growth averaging 3.0 percent in North America and 4.0 percent in Europe; (2) projected long-term growth of 2.5 percent for determining terminal value; (3) an average discount rate of 7.2 percent, representing our targeted weighted average cost of capital (“WACC”); and

(4) a capital charge for our franchise licenses of 1.80 percent in North America and 1.54 percent in Europe. These and other assumptions were impacted by the current economic environment and our current expectations, which could change in the future based on period specific facts and circumstances. Factors inherent in determining our WACC were (1) the value of our common stock; (2) the volatility of our common stock; (3) expected interest costs on debt and debt market conditions; and (4) the amounts and relationships of expected debt and equity capital.

We performed our 2006 annual impairment tests of goodwill and franchise license intangible assets as of October 27, 2006. The results of the impairment tests of our goodwill and European franchise license intangible assets indicated that their estimated fair values exceeded their carrying amounts and, therefore, are not impaired. The results of the impairment test of our North American franchise license intangible assets indicated that their estimated fair value was less than their carrying amount. As such, we recorded a $2.9 billion ($1.8 billion net of tax, or $3.80 per common share) non-cash impairment charge to reduce the carrying amount of these assets to their estimated fair value. If, in the future, the estimated fair value of our North American franchise rights were to decline further, it would be necessary to record an additional non-cash impairment charge. The following table

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summarizes the approximate impact that a change in certain critical assumptions would have on the estimated fair value of our North American franchise license intangible assets (the approximate impact of the change in each critical assumption assumes all other assumptions and factors remain constant; in millions, except percentages):

Critical Assumption	Change		Approximate Impact on Fair Value
WACC	0.20	%		$350
Capital charge	0.05			225
2007 estimated operating income	2.00			325
2008 estimated operating income	2.00			300

For additional information about our goodwill and franchise license intangible assets and the non-cash franchise impairment charge, refer to Note 1 of the Notes to Consolidated Financial Statements.

Pension Plan Valuations

We sponsor a number of defined benefit pension plans covering substantially all of our employees in North America and Europe. Several critical assumptions are made in determining our pension plan liabilities and related pension expense. We believe the most critical of these assumptions are the discount rate and the expected long-term return on assets (“EROA”). Other assumptions we make are related to employee demographic factors such as rate of compensation increases, mortality rates, retirement patterns and turnover rates.

We determine the discount rate primarily by reference to rates of high-quality, long-term corporate bonds that mature in a pattern similar to the expected payments to be made under the plans. Decreasing our discount rate (5.7 percent for the year ended December 31, 2006) by 0.5 percent would increase our 2007 pension expense by approximately $42 million.

The EROA is based on long-term expectations given current investment objectives and historical results. We utilize a combination of active and passive fund management of pension plan assets in order to maximize pension returns within established risk parameters. We periodically revise asset allocations, where appropriate, to improve returns and manage risk. Pension expense in 2007 would increase by approximately $13 million if the EROA were 0.5 percent lower (8.3 percent for the year ended December 31, 2006).

As a result of asset losses and the decline of discount rates in recent years, our unrecognized losses now exceed the defined corridor of losses. This causes our pension expense to be higher, since the excess losses must be amortized to expense until such time as, for example, increases in asset values and/or discount rates result in a reduction in unrecognized losses to a point where they do not exceed the defined corridor. Our 2006 pension expense was approximately $15 million higher than our 2005 pension expense and we expect our 2007 pension expense to be approximately $22 million lower than our 2006 expense as a result of the amortization of our excess losses. Unrecognized losses, net of gains, totaling $727 million and $990 million were deferred through December 31, 2006 and 2005, respectively.

For additional information about our pension plans, refer to Note 9 of the Notes to Consolidated Financial Statements.

Tax Accounting

We recognize valuation allowances when we believe that it is more likely than not that some or all of our deferred tax assets will not be realized. Deferred tax assets associated with U.S. federal and

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state and non-U.S. net operating loss and tax credit carryforwards totaled $231 million at December 31, 2006. We believe the majority of our deferred tax assets will be realized because of the reversal of certain significant timing differences and anticipated future taxable income from operations. However, valuation allowances of approximately $78 million have been provided against a portion of our U.S. state and non-U.S. carryforwards. For additional information about our income taxes and tax accounting, refer to Note 10 of the Notes to Consolidated Financial Statements.

Cold Drink Equipment Placement Funding

We participate in programs with TCCC designed to promote the placement of cold drink equipment (“Jumpstart Programs”). We recognize the majority of support payments received from TCCC under the Jumpstart Programs as we place cold drink equipment. A small portion of the support payments are recognized on a straight-line basis over the 12-year period beginning after equipment is placed. Approximately $500 is recognized for each credit that is earned. Our principal requirement under these programs is the placement of equipment. If, for example, we are unable to earn 10,000 credits for placing units of equipment projected to be placed in a given year, we would reduce our recognition in income of deferred cash receipts from TCCC by $5 million in that year. Should we not satisfy certain provisions of the programs, the agreements provide for the parties to meet to work out a mutually agreeable solution. Should the parties be unable to agree on alternative solutions, TCCC would be able to seek a partial refund. No refunds of amounts previously earned have ever been paid under the programs and we believe the probability of a partial refund of amounts previously earned under the programs is remote. We believe we would in all cases resolve any matters that might arise regarding these programs that could potentially result in a refund of amounts previously earned. At December 31, 2006, $219 million in support payments were deferred under the Jumpstart Programs.

We believe the most critical assumptions related to the accounting for these programs are (1) the probability of our compliance with the placement and gross profit requirements, as amended, and (2) the probability of TCCC asserting their refund rights. For additional information about our Jumpstart Programs, refer to Note 3 of the Notes to Consolidated Financial Statements.

Marketing Programs and Sales Incentives with Customers

We participate in various programs and arrangements with customers designed to increase the sale of our products by these customers. Among the programs negotiated are arrangements under which allowances can be earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. In the United States, we participate in CTM programs, which are typically developed by us but are administered by TCCC. We are responsible for all costs of these programs in our territories, except for some costs related to a limited number of specific customers. Under these programs, we pay TCCC and TCCC pays our customers as a representative for the North American bottling system. Coupon programs are also developed on a territory-specific basis with the intent of increasing sales by all customers. We believe our participation in these programs is essential to ensuring continued volume and revenue growth in the competitive marketplace. The costs of all these various programs, included as a reduction in net operating revenues, totaled approximately $2.2 billion in 2006 and 2005 and $1.9 billion in 2004, respectively. These amounts are net of customer marketing accrual reductions related to prior year programs of $54 million, $75 million, and $71 million in 2006, 2005, and 2004, respectively.

Under customer programs and arrangements that require sales incentives to be paid in advance, we amortize the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, we accrue the estimated amount to be paid based upon expected customer performance and estimated sales volume. These estimates are determined using historical customer experience and other factors, which require significant judgment. Actual amounts paid can differ from these estimates.

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Contingencies

For information about our contingencies, including outstanding legal cases, refer to Note 8 of the Notes to Consolidated Financial Statements.

Workforce

At December 31, 2006, we had approximately 74,000 employees, including 10,200 in Europe. Approximately 18,800 of our employees in North America are covered by collective bargaining agreements in 164 different employee units and essentially all of our employees in Europe are covered by local agreements. These bargaining agreements expire at various dates over the next seven years, including 33 agreements in North America in 2007. We believe that we will be able to renegotiate subsequent agreements on satisfactory terms.

Recently Issued Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective January 1, 2008. We are in the process of evaluating the impact that SFAS 157 will have on our Consolidated Financial Statements.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. FIN 48 is effective January 1, 2007. We are in the process of evaluating the impact that FIN 48 will have on our Consolidated Financial Statements.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”), which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”). SFAS 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS 140. SFAS 155 is effective for all financial instruments acquired, issued or subject to a remeasurement event occurring after January 1, 2007. We do not expect the adoption of SFAS 155 to have a material impact on our Consolidated Financial Statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Current Trends And Uncertainties

Interest Rate, Currency, and Commodity Price Risk Management

Interest Rates

Interest rate risk is present with both fixed and floating-rate debt. We are exposed to interest rate risk in international currencies because of our intent to finance the purchase and cash flow requirements of our international subsidiaries with local borrowings. Interest rates in these markets typically differ from those in the United States. Interest rate swap agreements and other risk management instruments are used, at times, to manage our fixed/floating debt profile. At

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December 31, 2006, approximately 83 percent of our debt portfolio was comprised of fixed-rate debt and 17 percent was floating-rate debt. We did not have any outstanding interest rate swap agreements as of December 31, 2006.

We estimate that a one percent change in the interest costs of floating-rate debt outstanding at December 31, 2006 would change interest expense on an annual basis by approximately $17 million. This amount is determined by calculating the effect of a hypothetical interest rate change on our floating-rate debt. This estimate does not include the effects of other possible occurrences such as actions to mitigate this risk or changes in our financial structure.

Currency Exchange Rates

Our European operations represented approximately 28 percent of our consolidated net operating revenues during 2006 and approximately 30 percent of our consolidated long-lived assets at December 31, 2006. Our Canadian operations represented approximately 6 percent of our consolidated net operating revenues during 2006 and approximately 9 percent of our consolidated long-lived assets at December 31, 2006. We are exposed to translation risk because our operations in Canada and Europe are in local currency and must be translated into U.S. dollars. As currency exchange rates fluctuate, translation of the income statements of international businesses into U.S. dollars affects the comparability of revenues and expenses between years. We hedge a portion of our net investments in international subsidiaries with non-U.S. currency denominated debt at the parent company level. Our revenues are denominated in each international subsidiary’s local currency; thus, we are not exposed to currency transaction risk on our revenues. We are exposed to currency transaction risk on certain purchases of raw materials and certain obligations of our international subsidiaries.

We currently use currency forward agreements and option contracts to hedge a certain portion of the aforementioned raw material purchases. These forward agreements and option contracts are scheduled to expire in 2007. For the years ended December 31, 2006, 2005, and 2004, the result of a hypothetical 10 percent adverse movement in currency exchange rates applied to the hedging agreements and underlying exposures would not have had a material effect on our Consolidated Financial Statements.

Commodity Price Risk

The competitive marketplace in which we operate may limit our ability to recover increased costs through higher prices. As such, we are subject to market risk with respect to commodity price fluctuations. We manage our exposure to this risk primarily through the use of supplier pricing agreements, which enable us to establish the purchase prices for certain commodities. We also, at times, use derivative financial instruments to manage our exposure to this risk.

Aluminum

During 2006, we had a supplier pricing agreement for a majority of our North American aluminum purchases that capped the price we paid for aluminum at 85 cents per pound. This pricing agreement and related price cap expired on December 31, 2006. We have implemented certain hedging strategies, including entering into fixed pricing agreements, in order to mitigate some of our exposure to market price fluctuations in 2007. The agreements entered into to date, though, are at rates higher than our expired price cap. Including the effect of the pricing agreements entered into to date, we estimate that a 10 percent increase in the market price per pound of aluminum over the current market price would increase our cost of sales during the twelve months ended December 31, 2007 by approximately $45 million (based on our 2006 volume levels).

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PET (plastic)

The cost of PET resin, which is a major cost component of our PET bottles, is variable and based on market prices. We currently do not have hedging instruments to mitigate our exposure to fluctuations in the market price of resin and, therefore, are subject to market changes. We estimate that a 10 percent increase in the market price of resin over the current market price would increase our cost of sales during the twelve months ended December 31, 2007 by approximately $55 million (based on our 2006 volume levels).

High Fructose Corn Syrup (“HFCS”)

We have entered into pricing agreements with our supplier of HFCS to mitigate our exposure to market price fluctuations in 2007. Including the effect of these pricing agreements, a 10 percent increase in the market price of HFCS over the current market price would not have a material impact on our cost of sales during the twelve months ended December 31, 2007.

Vehicle Fuel

During 2006, we began using derivative instruments to hedge a portion of our vehicle fuel purchases in North America. The majority of these derivative instruments were designated as cash flow hedges related to the future purchases of vehicle fuel. Including the effect of these hedges, a 10 percent increase in the market price of fuel over the current market price would not have a material impact on our operating expenses during the twelve months ended December 31, 2007.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Audited Financial Statements

Report of Management

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements included in this annual report. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles and reflect management’s judgments and estimates concerning effects of events and transactions that are accounted for or disclosed.

Internal Control over Financial Reporting

Management is also responsible for establishing and maintaining effective internal control over financial reporting. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

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In order to ensure that the Company’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently as of December 31, 2006. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes the Company maintained effective internal control over financial reporting as of December 31, 2006. Ernst & Young LLP, the Company’s independent registered public accounting firm, has issued an attestation report on management’s assessment of the Company’s internal control over financial reporting as of December 31, 2006.

Audit Committee’s Responsibility

The Board of Directors, acting through its Audit Committee, is responsible for the oversight of the Company’s accounting policies, financial reporting, and internal control. The Audit Committee of the Board of Directors is comprised entirely of outside directors who are independent of management. The Audit Committee is responsible for the appointment and compensation of our independent registered public accounting firm and approves decisions regarding the appointment or removal of our Vice President of Internal Audit. It meets periodically with management, the independent registered public accounting firm, and the internal auditors to ensure that they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting, and auditing procedures of the Company in addition to reviewing the Company’s financial reports. Our independent registered public accounting firm and our internal auditors have full and unlimited access to the Audit Committee, with or without management, to discuss the adequacy of internal control over financial reporting, and any other matters which they believe should be brought to the attention of the Audit Committee.

/S/    JOHN F. BROCK        

President and Chief Executive Officer

/S/    WILLIAM W. DOUGLAS III        

Senior Vice President and Chief Financial Officer

/S/    CHARLES D. LISCHER

Vice President, Controller, and Chief Accounting Officer

Atlanta, Georgia

February 13, 2007

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Report of Independent Registered Public Accounting Firm on Financial Statements

The Board of Directors and Shareowners of Coca-Cola Enterprises Inc.

We have audited the accompanying consolidated balance sheets of Coca-Cola Enterprises Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, shareowners’ equity, and cash flows for each of the three years in the period ended December 31, 2006. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Coca-Cola Enterprises Inc. at December 31, 2006 and 2005, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As discussed in Notes 2, 9, 11, and 13 in 2006 the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised), “Share-Based Payment” and the recognition provisions of SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.”

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Coca-Cola Enterprises Inc.’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 13, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Atlanta, Georgia

February 13, 2007

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Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

The Board of Directors and Shareowners of Coca-Cola Enterprises Inc.

We have audited management’s assessment, included in the Internal Control Over Financial Reporting section of the accompanying Report of Management, that Coca-Cola Enterprises Inc. maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Coca-Cola Enterprises Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Coca-Cola Enterprises Inc. maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, Coca-Cola Enterprises Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Coca-Cola Enterprises Inc. as of December 31, 2006 and 2005, and the related consolidated statements of operations, shareowners’ equity, and cash flows for each of the three years in the period ended December 31, 2006 and our report dated February 13, 2007 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Atlanta, Georgia

February 13, 2007

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Coca-Cola Enterprises Inc.

Consolidated Statements of Operations

	Year ended December 31,
(in millions, except per share data)	2006			2005			2004
Net operating revenues	$	19,804		$	18,743		$	18,190
Cost of sales		11,986			11,185			10,771
Gross profit		7,818			7,558			7,419
Selling, delivery, and administrative expenses		6,391			6,127			5,983
Franchise impairment charge		2,922			—			—
Operating (loss) income		(1,495	)		1,431			1,436
Interest expense, net		633			633			619
Other nonoperating income (expense), net		10			(8	)		1
(Loss) income before income taxes		(2,118	)		790			818
Income tax (benefit) expense		(975	)		276			222
Net (loss) income	$	(1,143	)	$	514		$	596
Basic net (loss) income per share	$	(2.41	)	$	1.09		$	1.28
Diluted net (loss) income per share	$	(2.41	)	$	1.08		$	1.26
Dividends declared per share	$	0.18		$	0.22		$	0.16
Basic weighted average common shares outstanding		475			471			465
Diluted weighted average common shares outstanding		475			476			473
Income (expense) from transactions with The Coca-Cola Company – Note 3:
Net operating revenues	$	614		$	574		$	547
Cost of sales		(5,124	)		(4,877	)		(4,906	)
Selling, delivery, and administrative expenses		16			41			(5	)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Coca-Cola Enterprises Inc.

Consolidated Balance Sheets

	December 31,
(in millions, except share data)	2006			2005
ASSETS
Current:
Cash and cash equivalents	$	184		$	107
Trade accounts receivable, less allowances of $50 and $40, respectively		2,089			1,802
Inventories		792			786
Current deferred income tax assets		230			313
Prepaid expenses and other current assets		396			387
Total current assets		3,691			3,395
Property, plant, and equipment, net		6,698			6,560
Goodwill		603			578
Franchise license intangible assets, net		11,452			13,832
Customer distribution rights and other noncurrent assets, net		781			992
Total assets	$	23,225		$	25,357
LIABILITIES AND SHAREOWNERS’ EQUITY
Current:
Accounts payable and accrued expenses	$	2,732		$	2,639
Amounts payable to The Coca-Cola Company, net		218			180
Deferred cash receipts from The Coca-Cola Company		64			83
Current portion of debt		804			944
Total current liabilities		3,818			3,846
Debt, less current portion		9,218			9,165
Retirement and insurance programs and other long-term obligations		1,423			1,300
Deferred cash receipts from The Coca-Cola Company, less current		169			255
Long-term deferred income tax liabilities		4,057			5,106
Amounts payable to The Coca-Cola Company, net		14			42
Shareowners’ Equity:
Common stock, $1 par value – Authorized – 1,000,000,000 shares; Issued – 487,564,031 and 481,827,242 shares, respectively		488			482
Additional paid-in capital		3,068			2,943
Reinvested earnings		940			2,170
Accumulated other comprehensive income		143			162
Common stock in treasury, at cost – 7,873,661 and 8,031,660 shares, respectively		(113	)		(114	)
Total shareowners’ equity		4,526			5,643
Total liabilities and shareowners’ equity	$	23,225		$	25,357

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Coca-Cola Enterprises Inc.

Consolidated Statements of Cash Flows

	Year ended December 31,
(in millions)	2006			2005			2004
Cash Flows From Operating Activities:
Net (loss) income	$	(1,143	)	$	514		$	596
Adjustments to reconcile net (loss) income to net cash derived from operating activities:
Depreciation and amortization		1,012			1,044			1,068
Franchise impairment charge		2,922			—			—
Net change in customer distribution rights		35			29			18
Share-based compensation expense		63			30			23
Deferred funding income from The Coca-Cola Company		(105	)		(47	)		(50	)
Deferred income tax (benefit) expense		(1,073	)		78			124
Pension expense less than retirement plan contributions		(10	)		(87	)		(113	)
Changes in assets and liabilities, net of acquisition amounts:
Trade accounts and other receivables		(173	)		(30	)		(21	)
Inventories		46			(48	)		(2	)
Prepaid expenses and other assets		24			(26	)		29
Accounts payable and accrued expenses		(19	)		264			57
Other changes, net		11			(102	)		(111	)
Net cash derived from operating activities		1,590			1,619			1,618
Cash Flows From Investing Activities:
Capital asset investments		(882	)		(902	)		(949	)
Capital asset disposals, $9 million from The Coca-Cola Company in 2005		50			48			24
Acquisition of bottling operations, net of cash acquired		(106	)		—			—
Other investing activities		(14	)		—			—
Net cash used in investing activities		(952	)		(854	)		(925	)
Cash Flows From Financing Activities:
Increase (decrease) in commercial paper, net		387			(599	)		172
Issuances of debt		696			1,541			386
Payments on debt		(1,617	)		(1,756	)		(1,295	)
Dividend payments on common stock		(114	)		(76	)		(76	)
Exercise of employee share options		73			40			181
Interest rate swap settlements and other financing activities		4			46			—
Net cash used in financing activities		(571	)		(804	)		(632	)
Net effect of currency exchange rate changes on cash and cash equivalents		10			(9	)		14
Net Change In Cash and Cash Equivalents		77			(48	)		75
Cash and Cash Equivalents At Beginning of Year		107			155			80
Cash and Cash Equivalents At End of Year	$	184		$	107		$	155
Supplemental Noncash Investing And Financing Activities:
Acquisitions of bottling operations:
Fair value of assets acquired	$	162		$	—		$	—
Fair value of liabilities assumed		(56	)		—			—
Cash paid, net of cash acquired		106			—			—
Capital lease additions	$	42		$	36		$	53
Interest paid, net of amounts capitalized		607			630			583
Income taxes paid, net		187			137			108

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Coca-Cola Enterprises Inc.

Consolidated Statements of Shareowners’ Equity

	Year ended December 31,
(in millions)	2006			2005			2004
Common Stock:
Balance at beginning of year	$	482		$	477		$	462
Exercise of employee share options		4			3			13
Deferred compensation plans		—			—			1
Issuance of share-based compensation awards		2			2			1
Balance at end of year		488			482			477
Additional Paid-in Capital:
Balance at beginning of year		2,943			2,860			2,611
Issuance of share-based compensation awards		(2	)		46			32
Unamortized cost of share-based compensation awards		—			(48	)		(33	)
Deferred compensation plans		(8	)		(3	)		21
Share-based compensation expense		63			30			23
Exercise of employee share options		69			37			168
Tax benefit from share-based compensation awards		1			17			37
Other changes, net		2			4			1
Balance at end of year		3,068			2,943			2,860
Reinvested Earnings:
Balance at beginning of year		2,170			1,761			1,241
Dividends declared on common stock		(87	)		(105	)		(76	)
Net (loss) income		(1,143	)		514			596
Balance at end of year		940			2,170			1,761
Accumulated Other Comprehensive Income (Loss):
Balance at beginning of year		162			390			133
Currency translations		211			(303	)		305
Net investment hedges		(28	)		54			(28	)
Pension liability adjustments		161			23			(23	)
Other changes, net		11			(2	)		3
Net other comprehensive income (loss) adjustments, net of tax		355			(228	)		257
Impact of adopting SFAS 158, net of tax		(374	)		—			—
Balance at end of year		143			162			390
Treasury Stock:
Balance at beginning of year		(114	)		(110	)		(82	)
Deferred compensation plans		8			3			(22	)
Other changes, net		(7	)		(7	)		(6	)
Balance at end of year		(113	)		(114	)		(110	)
Total Shareowners’ Equity	$	4,526		$	5,643		$	5,378
Comprehensive (Loss) Income:
Net (loss) income	$	(1,143	)	$	514		$	596
Net other comprehensive income (loss) adjustments, net of tax		355			(228	)		257
Total comprehensive (loss) income	$	(788	)	$	286		$	853

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

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Coca-Cola Enterprises Inc.

Notes to Consolidated Financial Statements

Note 1

SIGNIFICANT ACCOUNTING POLICIES

Business

Coca-Cola Enterprises Inc. (“CCE,” “we,” “our,” or “us”) is the world’s largest marketer, producer, and distributor of bottle and can nonalcoholic beverages. We market, produce, and distribute our bottle and can products to customers and consumers through license territories in 46 states in the United States, the District of Columbia, the United States Virgin Islands, and the 10 provinces of Canada (collectively referred to as “North America”). We are also the sole licensed bottler for products of The Coca-Cola Company (“TCCC”) in Belgium, continental France, Great Britain, Luxembourg, Monaco, and the Netherlands (collectively referred to as “Europe”).

We operate in the highly competitive beverage industry and face strong competition from other general and specialty beverage companies. We, along with other beverage companies, are affected by a number of factors including, but not limited to, cost to manufacture and distribute products, economic conditions, consumer preferences, local and national laws and regulations, fuel prices, and weather patterns.

Basis of Presentation and Consolidation

Our Consolidated Financial Statements include all entities that we control by ownership of a majority voting interest as well as variable interest entities for which we are the primary beneficiary. All significant intercompany accounts and transactions are eliminated in consolidation. Our fiscal year ends on December 31. For interim quarterly reporting convenience, we report on the Friday closest to the end of the quarterly calendar period. There were the same number of selling days in 2006 and 2005 and there were two fewer selling days in 2005 versus 2004.

Use of Estimates

Our Consolidated Financial Statements and accompanying Notes are prepared in accordance with U.S. generally accepted accounting principles and include estimates and assumptions made by management that affect reported amounts. Actual results could differ materially from those estimates.

Reclassifications

We have reclassified certain amounts in our prior years’ Consolidated Financial Statements to conform to our current presentation.

Revenue Recognition

We recognize net operating revenues from the sale of our products when we deliver the products to our customers and, in the case of full service vending, when we collect cash from vending machines. We earn service revenues for equipment maintenance and production when services are completed.

Shipping and Handling Costs

Shipping and handling costs related to the movement of finished goods from manufacturing locations to our sales distribution centers are included in cost of sales on our Consolidated Statements of Operations. Shipping and handling costs incurred to move finished goods from our sales distribution

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Notes to Consolidated Financial Statements—(Continued)

centers to customer locations are included in selling, delivery, and administrative (“SD&A”) expenses on our Consolidated Statements of Operations and totaled approximately $1.6 billion in 2006, 2005, and 2004. Our customers do not pay us separately for shipping and handling costs.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with maturity dates of less than three months when purchased. The fair value of our cash and cash equivalents approximate the amounts shown in our Consolidated Balance Sheets due to their short-term nature.

Credit Risk and Trade Accounts Receivable Allowance

We sell our products to retailers, wholesalers, and other customers and extend credit, generally without requiring collateral, based on our evaluation of the customer’s financial condition. While we have a concentration of credit risk in the retail sector, this risk is mitigated due to our large number of geographically dispersed customers. Potential losses on receivables are dependent on each individual customer’s financial condition and sales adjustments granted after the balance sheet date. We carry our trade accounts receivable at net realizable value. Typically, our accounts receivable are collected in fewer than 40 days and do not bear interest. We monitor our exposure to losses on receivables and maintain allowances for potential losses or adjustments. We determine these allowances by (1) evaluating the aging of our receivables; (2) analyzing our history of sales adjustments; and (3) reviewing our high-risk customers. Past due receivable balances are written-off when our internal collection efforts have been unsuccessful in collecting the amount due.

Inventories

We value our inventories at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method. The following table summarizes our inventories as of December 31, 2006 and 2005 (in millions):

	2006		2005
Finished goods	$	495	$	483
Raw materials and supplies		297		303
Total inventories	$	792	$	786

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. Major property additions, replacements, and betterments are capitalized, while maintenance and repairs that do not extend the useful life of an asset are expensed as incurred. Depreciation is recorded using the straight-line method over the respective estimated useful lives of our assets. Our cold drink equipment and containers, such as reusable crates, shells, and bottles, are depreciated using the straight-line method over the estimated useful life of each group of equipment, as determined using the group-life method. Under this method, we do not recognize gains or losses on the disposal of individual units of equipment when the disposal occurs in the normal course of business. We capitalize the costs of refurbishing our cold drink equipment and depreciate those costs over the estimated period until the next scheduled refurbishment or until the equipment is retired. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the

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Notes to Consolidated Financial Statements—(Continued)

improvement. The majority of our depreciation and amortization expense is recorded in SD&A expenses; however, a portion is recorded as cost of sales. For tax purposes, we use other depreciation methods (generally, accelerated depreciation methods), where appropriate.

Our interests in assets acquired under capital leases are included in property, plant, and equipment and primarily relate to fleet assets and certain buildings. Amounts due under capital leases are recorded as liabilities and are included in our total debt (refer to Note 6).

We assess the recoverability of the carrying amount of our property, plant, and equipment when events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If we determine that the carrying amount of an asset or asset group is not recoverable based upon the expected undiscounted future cash flows of the asset or asset group, we record an impairment loss equal to the excess of the carrying amount over the estimated fair value of the asset or asset group.

We capitalize certain development costs associated with internal use software, including external direct costs of materials and services and payroll costs for employees devoting time to a software project. Costs incurred during the preliminary project stage, as well as costs for maintenance and training, are expensed as incurred. During 2006 and 2005, we capitalized $23 million and $35 million, respectively, related to our multi-year effort to redesign our business processes and implement the SAP software platform.

The following table summarizes our property, plant, and equipment as of December 31, 2006 and 2005 (in millions):

	2006		2005		Useful Life
Land	$	492	$	470	n/a
Building and improvements		2,425		2,209	20 to 40 years
Cold drink equipment		5,676		5,388	5 to 13 years
Fleet		1,685		1,610	5 to 20 years
Machinery, equipment, and containers		3,500		3,300	3 to 20 years
Furniture and office equipment		1,112		1,066	3 to 10 years
Property, plant, and equipment		14,890		14,043
Less: accumulated depreciation and amortization		8,465		7,756
		6,425		6,287
Construction in process		273		273
Property, plant, and equipment, net	$	6,698	$	6,560

Goodwill and Franchise License Intangible Assets

We do not amortize our goodwill and franchise license intangible assets. Instead, we test these assets for impairment annually (as of the last fiscal day of October), or more frequently if events or changes in circumstances indicate they may be impaired. We perform our impairment tests of goodwill and franchise license intangible assets at the North American and European group levels, which are our reporting units.

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Notes to Consolidated Financial Statements—(Continued)

The impairment test for our goodwill involves comparing the fair value of a reporting unit to its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, a second step is required to measure the goodwill impairment loss. This step compares the implied fair value of the reporting unit’s goodwill to the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. The impairment test for our franchise license intangible assets involves comparing the estimated fair value of franchise license intangible assets for a reporting unit, as determined using discounted future cash flows, to its carrying amount to determine if a write-down to fair value is required. The fair values calculated in our annual impairment tests are determined using discounted cash flow models involving several assumptions. These assumptions include, but are not limited to, anticipated growth rates by geographic region, our long-term anticipated growth rate, the discount rate, and estimates of capital charges for our franchise license intangible assets. When appropriate, we consider the assumptions that we believe hypothetical marketplace participants would use in estimating future cash flows.

We performed our 2006 annual impairment tests of goodwill and franchise license intangible assets as of October 27, 2006. The results of the impairment tests of our goodwill and European franchise license intangible assets indicated that their estimated fair values exceeded their carrying amounts and, therefore, are not impaired. The results of the impairment test of our North American franchise license intangible assets indicated that their estimated fair value was less than their carrying amount. As such, we recorded a $2.9 billion ($1.8 billion net of tax, or $3.80 per common share) non-cash impairment charge to reduce the carrying amount of these assets to their estimated fair value. If, in the future, the estimated fair value of our North American franchise rights were to decline further, it would be necessary to record an additional non-cash impairment charge. The decline in the estimated fair value of our North American franchise intangible assets reflects the negative impact of several contributing factors, which resulted in a reduction in the forecasted cash flows and growth rates used to estimate fair value. These factors include, but are not limited to, (1) an extraordinary increase in raw material costs expected in 2007, driven by significant increases in the cost of aluminum and HFCS; (2) a challenging marketplace environment including continued weakness in the CSD category and increased pricing pressures in several high-growth categories, such as water; and (3) increased interest rates contributing to a higher discount rate and capital charge. Furthermore, the business and marketplace environments in which we currently operate differ significantly from the historical environments that drove the business cases used to value and record the acquisition of certain of our North American franchise rights. Accordingly, for certain acquisitions we have been unable to attain the forecasted growth projections that were used to value the franchise rights at the time they were acquired.

The following table summarizes the change in our franchise license intangible assets for the year ended December 31, 2006 (in millions):

	North America			Europe		Consolidated
Balance at December 31, 2005	$	10,367		$	3,465	$	13,832
Acquisition		81			—		81
Impairment charge		(2,922	)		—		(2,922	)
Other adjustments(A)		5			456		461
Balance at December 31, 2006	$	7,531		$	3,921	$	11,452

^(A) These other adjustments primarily relate to non-U.S. currency translation adjustments.

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Notes to Consolidated Financial Statements—(Continued)

Our franchise license agreements contain performance requirements and convey to us the rights to distribute and sell products of the licensor within specified territories. Our domestic cola franchise license agreements with TCCC do not expire, reflecting a long and ongoing relationship. Our agreements with TCCC covering our U.S. non-cola, European, and Canadian operations are periodically renewable. TCCC does not grant perpetual franchise license intangible rights outside the U.S.; however, these agreements can be renewed for additional terms with minimal cost. We believe and expect that these and other renewable licensor agreements will be renewed at each expiration date and, therefore, are essentially perpetual. We have received an extension until July 2007 of our bottler agreements with TCCC for our territories in Belgium, continental France, and the Netherlands and until August 2007 of our bottler agreements with TCCC in Great Britain while we negotiate the renewal of these licenses. In February 2007, we requested an extension of our bottler agreement with TCCC in Luxembourg for an additional ten years. We believe that we and TCCC will enter into agreements without material modifications to the terms of the existing agreements and without substantial cost. We have never had a franchise license agreement with TCCC be terminated due to nonperformance of the terms of the agreement or due to a decision by TCCC to terminate an agreement at the expiration of a term. After evaluating the renewal provisions of our franchise license agreements and our mutually beneficial relationship with TCCC, we have assigned indefinite lives to all of our franchise license intangible assets.

Investments in Marketable Equity Securities

We record our investments in marketable equity securities at fair value. Changes in the fair value of securities classified as available for sale are recorded in accumulated other comprehensive income on our Consolidated Balance Sheets, unless we determine that an unrealized loss is other than temporary. If we determine that an unrealized loss is other than temporary, we recognize the loss in earnings (refer to Note 13).

Rabbi Trust

We maintain a self-directed non-qualified deferred compensation plan structured as a rabbi trust for certain executives and other highly compensated employees. Under the plan, participants may elect to defer receipt of a portion of their annual compensation. Amounts deferred under the plan are invested at the direction of the employee into various mutual funds and stocks, including our common stock. The investment assets of the trust, which exclude shares of our common stock, are included in our Consolidated Balance Sheets. The amount of compensation deferred under the plan is credited to each participant’s deferral account and a deferred compensation liability is recorded in our Consolidated Balance Sheets. This liability equals the recorded asset and represents our obligation to distribute the funds to the participants. The investment assets of the trust are classified as trading securities and, accordingly, changes in their fair values are recorded in our Consolidated Statements of Operations.

Risk Management Programs

In general, we are self-insured for the costs of workers’ compensation, casualty, and health and welfare claims. We use commercial insurance for casualty and workers’ compensation claims to reduce the risk of catastrophic losses. Workers’ compensation and casualty losses are estimated through actuarial procedures of the insurance industry and by using industry assumptions, adjusted for our specific expectations based on our claim history. Our workers’ compensation liability is discounted using estimated weighted average risk-free interest rates that correspond with expected payment dates.

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Notes to Consolidated Financial Statements—(Continued)

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of our assets and liabilities. We establish valuation allowances if we believe that it is more likely than not that some or all of our deferred tax assets will not be realized (refer to Note 10).

Non-U.S. Currency Translation

Assets and liabilities of our international operations are translated from local currencies into U.S. dollars at currency exchange rates in effect at the end of a fiscal period. Gains and losses from the translation of non-U.S. entities are included in accumulated other comprehensive income on our Consolidated Balance Sheets. Revenues and expenses are translated at average monthly currency exchange rates. Transaction gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in other nonoperating income (expense), net on our Consolidated Statements of Operations.

Fair Values of Financial Instruments and Derivatives

The fair values of our cash and cash equivalents, accounts receivable, and accounts payable approximate their carrying amounts due to their short-term nature. The fair values of our debt instruments are calculated based on debt with similar maturities and credit quality and current market interest rates (refer to Note 6). The estimated fair values of our derivative instruments are calculated based on market rates. These values represent the estimated amounts we would receive or pay to terminate agreements, taking into consideration current market rates. Market conditions and counterparty creditworthiness can also factor into the values received or paid should there be an actual unwinding of any of these agreements (refer to Note 5).

Derivative Financial Instruments

We, at times, use interest rate swap agreements and other financial instruments to manage the fluctuation of interest rates on our debt portfolio. We also use currency swap agreements, forward agreements, options, and other financial instruments to minimize the impact of currency exchange rate changes on our nonfunctional currency cash flows and to protect the value of our net investments in non-U.S. operations. All derivative financial instruments are recorded at fair value on our Consolidated Balance Sheets. We do not use derivative financial instruments for trading or speculative purposes.

Interest rate swap agreements designated as fair value hedges are used, at times, to mitigate our exposure to changes in the fair value of fixed-rate debt resulting from fluctuations in interest rates. Effective changes in the fair value of these hedges are recognized as adjustments to the carrying values of the related hedged liabilities. Any changes in the fair value of these hedges that are the result of ineffectiveness are recognized immediately in interest expense, net on our Consolidated Statements of Operations.

Cash flow hedges are used to mitigate our exposure to changes in cash flows attributable to currency and commodity price fluctuations associated with certain forecasted transactions, including our raw material purchases and vehicle fuel purchases. Effective changes in the fair value of these cash flow hedging instruments are recognized in accumulated other comprehensive income on our Consolidated Balance Sheets. The effective changes are then recognized in the period that the

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Notes to Consolidated Financial Statements—(Continued)

forecasted purchases or payments are made in the expense line item on our Consolidated Statements of Operations that is consistent with the nature of the underlying hedged item. Any changes in the fair value of these cash flow hedges that are the result of ineffectiveness are recognized immediately in the expense line item on our Consolidated Statements of Operations that is consistent with the nature of the underlying hedged item.

We enter into certain non-U.S. currency denominated borrowings as net investment hedges of our international subsidiaries. Changes in the carrying value of these borrowings arising from currency exchange rate changes are recognized in accumulated other comprehensive income on our Consolidated Balance Sheets to offset the change in the carrying value of the net investment being hedged.

We also, at times, enter into derivative instruments that are designed to hedge a risk, but are not designated as hedging instruments. Changes in the fair value of these instruments are recognized in the expense line item on our Consolidated Statements of Operations that is consistent with the nature of the hedged risk.

We are exposed to counterparty credit risk on all of our derivative financial instruments. Because the amounts are recorded at fair value, the full amount of our exposure is the carrying value of these instruments. We only enter into derivative transactions with well established financial institutions, so we believe our risk is minimal. We do not require collateral under these agreements.

Customer Marketing Programs and Sales Incentives

We participate in various programs and arrangements with customers designed to increase the sale of our products by these customers. Among the programs negotiated are arrangements under which allowances can be earned by customers for attaining agreed-upon sales levels or for participating in specific marketing programs. In the United States, we participate in cooperative trade marketing (“CTM”) programs, which are typically developed by us but are administered by TCCC. We are responsible for all costs of these programs in our territories, except for some costs related to a limited number of specific customers. Under these programs, we pay TCCC and TCCC pays our customers as a representative for the North American bottling system. Coupon programs are also developed on a territory-specific basis with the intent of increasing sales by all customers. We believe our participation in these programs is essential to ensuring continued volume and revenue growth in the competitive marketplace. The costs of all these various programs, included as a reduction in net operating revenues, totaled $2.2 billion in 2006 and 2005 and $1.9 billion in 2004.

Under customer programs and arrangements that require sales incentives to be paid in advance, we amortize the amount paid over the period of benefit or contractual sales volume. When incentives are paid in arrears, we accrue the estimated amount to be paid based upon expected customer performance and estimated sales volume.

We frequently participate with TCCC in contractual arrangements at specific athletic venues, school districts, colleges and universities, and other locations, whereby we obtain pouring or vending rights at a specific location in exchange for cash payments. We record our obligation under each contract at inception and defer and amortize the total required payments using the straight-line method over the term of the contract. At December 31, 2006, the net unamortized balance of these arrangements, which was included in customer distribution rights and other noncurrent assets, net on our Consolidated Balance Sheet, totaled $446 million ($1,030 million capitalized, net of $584 million in accumulated amortization). Amortization expense related to these assets, included as a reduction in

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Notes to Consolidated Financial Statements—(Continued)

net operating revenues, totaled $150 million, $145 million, and $150 million in 2006, 2005, and 2004, respectively. The following table summarizes the estimated future amortization expense related to these assets as of December 31, 2006 (in millions):

Years ending December 31,	Amortization Expense
2007	$	129
2008		101
2009		72
2010		51
2011		35
Thereafter		58
Total future amortization expense	$	446

At December 31, 2006, the liability associated with these arrangements totaled $365 million, $141 million of which is included in accounts payable and accrued expenses on our Consolidated Balance Sheet, and $224 million is included in other long-term obligations on our Consolidated Balance Sheet. Cash payments on these obligations totaled $115 million, $116 million, and $132 million in 2006, 2005, and 2004, respectively. The following table summarizes the estimated future payments required under these arrangements as of December 31, 2006 (in millions):

Years ending December 31,	Future Payments
2007	$	141
2008		76
2009		56
2010		40
2011		26
Thereafter		26
Total future payments	$	365

For presentation purposes, the net change in customer distribution rights on our Consolidated Statements of Cash Flows is presented net of cash payments made under these arrangements.

For additional information about our transactions with TCCC, refer to Note 3.

Licensor Support Arrangements

We participate in various funding programs supported by TCCC or other licensors, whereby we receive funds from the licensors to support customer marketing programs or other arrangements that promote the sale of the licensors’ products. Under these programs, certain costs incurred by us are reimbursed by the applicable licensor. Payments from TCCC and other licensors for marketing programs and other similar arrangements to promote the sale of products are classified as a reduction in cost of sales, unless we can overcome the presumption that the cash consideration is a reduction in the price of the vendor’s products. These payments are recognized either in the period in which payments are specified or on a per unit basis as product is sold. Payments for volume-based marketing programs are recognized as product is sold and payments for programs covering a specific period are recognized on a straight-line basis over the specified period. Support payments

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Notes to Consolidated Financial Statements—(Continued)

from licensors received in connection with market or infrastructure development are classified as a reduction in cost of sales.

For additional information about our transactions with TCCC, refer to Note 3.

Note 2

NEW ACCOUNTING STANDARDS

Recently Issued Standards

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective January 1, 2008. We are in the process of evaluating the impact that SFAS 157 will have on our Consolidated Financial Statements.

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. FIN 48 is effective January 1, 2007. We are in the process of evaluating the impact that FIN 48 will have on our Consolidated Financial Statements.

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments” (“SFAS 155”), which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”). SFAS 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to account for the whole instrument on a fair value basis. SFAS 155 also clarifies and amends certain other provisions of SFAS 133 and SFAS 140. SFAS 155 is effective for all financial instruments acquired, issued or subject to a remeasurement event occurring after January 1, 2007. We do not expect the adoption of SFAS 155 to have a material impact on our Consolidated Financial Statements.

Recently Adopted Standards

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—An Amendment of FASB Statements No. 87, 88, 106, and 132R” (“SFAS 158”). SFAS 158 requires companies to (1) fully recognize, as an asset or liability, the overfunded or underfunded status of defined pension and other postretirement benefit plans; (2) recognize changes in the funded status through other comprehensive income in the year in which the changes occur; (3) measure the funded status of defined pension and other postretirement benefit plans as of the date of the company’s fiscal year-end; and (4) provide enhanced disclosures. The provisions of SFAS 158 are effective for our year ended December 31, 2006, except for the requirement to measure the funded status of retirement benefit plans as of our fiscal year-end, which is effective for the year ended December 31, 2008. For additional information about the impact of SFAS 158 on our defined pension and other postretirement benefit plans, refer to Note 9.

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In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (“SFAS 154”). SFAS 154 replaces APB Opinion No. 20, “Accounting Changes,” (“APB 20”) and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements.” The statement requires a voluntary change in accounting principle to be applied retrospectively to all prior period financial statements so that those financial statements are presented as if the current accounting principle had always been applied. APB 20 previously required most voluntary changes in accounting principle to be recognized by including in net income of the period of change the cumulative effect of changing to the new accounting principle. In addition, SFAS 154 carries forward, without change, the guidance contained in APB 20 for reporting a correction of an error in previously issued financial statements and a change in accounting estimate. SFAS 154 was effective January 1, 2006 and did not have a material impact on our Consolidated Financial Statements.

In December 2004, the FASB issued SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”), which revised SFAS 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), and superseded APB Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations. SFAS 123R requires the grant-date fair value of all share-based payment awards that are expected to vest, including employee share options, to be recognized as employee compensation expense over the requisite service period. We adopted SFAS 123R on January 1, 2006 and applied the modified prospective transition method. Under this transition method, we (1) did not restate any prior periods and (2) are recognizing compensation expense for all share-based payment awards that were outstanding, but not yet vested, as of January 1, 2006, based upon the same estimated grant-date fair values and service periods used to prepare our SFAS 123 pro-forma disclosures. For additional information about the pro-forma effect of recording our share-based compensation plans under the fair value method of SFAS 123, refer to Note 11.

In November 2004, the FASB issued SFAS No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4” (“SFAS 151”). SFAS 151 clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage). In addition, this statement requires that allocation of fixed production overheads to the costs of conversion be based on normal capacity of production facilities. SFAS 151 was effective January 1, 2006 and did not have a material impact on our Consolidated Financial Statements.

Note 3

RELATED PARTY TRANSACTIONS

We are a marketer, producer, and distributor principally of Coca-Cola products with approximately 93 percent of our sales volume consisting of sales of TCCC products. Our license arrangements with TCCC are governed by licensing territory agreements. TCCC owned approximately 35 percent of our outstanding shares as of December 31, 2006. From time-to-time, the terms and conditions of programs with TCCC are modified upon mutual agreement of both parties.

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Notes to Consolidated Financial Statements—(Continued)

The following table summarizes the transactions with TCCC that directly affected our Consolidated Statements of Operations for the years ended December 31, 2006, 2005, and 2004 (in millions):

	2006			2005			2004
Amounts affecting net operating revenues:
Fountain syrup and packaged product sales	$	415		$	428		$	428
Dispensing equipment repair services		74			70			63
Other transactions		125			76			56
Total	$	614		$	574		$	547
Amounts affecting cost of sales:
Purchases of syrup, concentrate, mineral water, and juice	$	(4,603	)	$	(4,411	)	$	(4,609	)
Purchases of sweeteners		(274	)		(226	)		(309	)
Purchases of finished products		(821	)		(731	)		(615	)
Marketing support funding earned		470			444			577
Cold drink equipment placement funding earned		104			47			50
Total	$	(5,124	)	$	(4,877	)	$	(4,906	)
Amounts affecting selling, delivery, and administrative expenses	$	16		$	41		$	(5	)

Fountain Syrup and Packaged Product Sales

We sell fountain syrup to TCCC in certain territories and deliver this syrup to certain major fountain accounts of TCCC. We will, on behalf of TCCC, invoice and collect amounts receivable for these fountain sales. We also sell bottle and can products to TCCC at prices that are generally similar to the prices charged by us to our major customers.

Purchases of Syrup, Concentrate, Mineral Water, Juice, Sweeteners, and Finished Products

We purchase syrup, concentrate, mineral water, and juice from TCCC to produce, package, distribute, and sell TCCC products under licensing agreements. These licensing agreements give TCCC complete discretion to set prices of syrup and concentrate. Pricing of mineral water is based on contractual arrangements with TCCC. We also purchase finished products and fountain syrup from TCCC for sale within certain of our territories and have an agreement with TCCC to purchase from them substantially all of our requirements for sweeteners in the United States.

During 2005, we received approximately $53 million in proceeds from the settlement of litigation against suppliers of high fructose corn syrup (“HFCS”). These proceeds were recorded as a reduction in our cost of sales and included a payment of approximately $49 million from TCCC, which represented our share of the proceeds received by TCCC from the claims administrator. The amount received from TCCC is included in purchases of sweetener in the preceding table.

Marketing Support Funding Earned and Other Arrangements

We and TCCC engage in a variety of marketing programs to promote the sale of products of TCCC in territories in which we operate. The amounts to be paid under the programs are determined annually and periodically as the programs progress. TCCC is under no obligation to participate in the programs or continue past levels of funding in the future. The amounts paid and terms of similar programs may differ with other licensees. Marketing support funding programs granted to us provide

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financial support principally based on product sales to offset a portion of the costs to us of the programs. TCCC also administers certain other marketing programs directly with our customers. During 2006, 2005, and 2004, direct-marketing support paid or payable to us, or to customers in our territories, by TCCC, totaled approximately $583 million, $580 million, and $681 million, respectively. We recognized $470 million, $444 million, and $577 million of these amounts as a reduction in cost of sales during 2006, 2005, and 2004, respectively. Amounts paid directly to our customers by TCCC during 2006, 2005, and 2004 totaled $113 million, $136 million, and $104 million, respectively, and are not included in the preceding table.

Effective May 1, 2004 in the United States and June 1, 2004 in Canada, we and TCCC agreed that a significant portion of our funding from TCCC would be netted against the price we pay TCCC for concentrate. As a result of this change, we and TCCC agreed to terminate the Strategic Growth Initiative (“SGI”) program and eliminate the Special Marketing Funds (“SMF”) funding program previously in place. TCCC paid us for all funding earned under the SMF funding program. Under the SGI program, we recognized $58 million during 2004 related to sales and volume growth through the termination date of the program. This amount is included in the total amounts recognized in marketing support funding earned in the preceding table.

In conjunction with the above changes, we and TCCC agreed to establish a Global Marketing Fund (“GMF”), effective May 1, 2004, under which TCCC is paying us $61.5 million annually through December 31, 2014, as support for marketing activities. The term of the agreement will automatically be extended for successive ten-year periods thereafter unless either party gives written notice to terminate the agreement. The marketing activities to be funded under this agreement will be agreed upon each year as part of the annual joint planning process and will be incorporated into the annual marketing plans of both companies. TCCC may terminate this agreement for the balance of any year in which we fail to timely complete the marketing plans or are unable to execute the elements of those plans, when such failure is within our reasonable control. We received $61.5 million in conjunction with the GMF in 2006 and 2005, and a prorata amount of $41.5 million during 2004. These amounts are included in the total amounts recognized in marketing support funding earned in the preceding table.

Effective January 1, 2007 in Great Britain, we and TCCC agreed that a significant portion of our funding from TCCC as well as certain other arrangements with TCCC related to the purchase of concentrate would be netted against the price we pay TCCC for concentrate. As a result of this change, we expect to forgo approximately $3 million in marketing funding from TCCC in the first quarter of 2007, due to the fact that our marketing funding was previously based on sales volume.

We participate in CTM programs in the United States administered by TCCC. We are responsible for all costs of the programs in our territories, except for some costs related to a limited number of specific customers. Under these programs, we pay TCCC and TCCC pays our customers as a representative of the Coca-Cola North American bottling system. Amounts paid under CTM programs to TCCC for payment to our customers are included as a reduction in net operating revenues and totaled $276 million, $243 million, and $224 million in 2006, 2005, and 2004, respectively. These amounts are not included in the preceding table.

We have an agreement with TCCC under which TCCC provides support payments for the marketing of certain brands of TCCC in the Herb territories acquired in 2001. Under the terms of this agreement, we received $14 million in 2006, 2005, and 2004, and will receive $14 million annually through 2008 and $11 million in 2009. Payments received under this agreement are not refundable to TCCC. These amounts are included in the total amounts recognized in marketing support funding earned in the preceding table.

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Notes to Consolidated Financial Statements—(Continued)

Cold Drink Equipment Placement Funding Earned

We participate in programs with TCCC designed to promote the placement of cold drink equipment (“Jumpstart Programs”). Under the Jumpstart Programs, as amended, we agree to (1) purchase and place specified numbers of venders/coolers or cold drink equipment each year through 2010; (2) maintain the equipment in service, with certain exceptions, for a minimum period of 12 years after placement; (3) maintain and stock the equipment in accordance with specified standards for marketing TCCC products; (4) report to TCCC during the period the equipment is in service whether, on average, the equipment purchased under the programs has generated a stated minimum sales volume of TCCC products; and (5) achieve for TCCC a certain gross profit on TCCC products sold through energy coolers. We have agreed to relocate equipment if it is not generating sufficient volume to meet minimum requirements. Movement of the equipment is required only if it is determined that, on average, sufficient volume is not being generated and it would help to ensure our performance under the programs.

In December 2005, we and TCCC amended our Jumpstart agreements in North America to move to a system of “credits,” whereby we earn credit toward our annual purchase and placement requirements (expressed as “total credits”) based upon the type of equipment placed and the expected gross profit contribution of the equipment. The amended agreements also provide that no violation of the Jumpstart Programs will occur even if we do not attain the required number of credits in any given year, so long as (1) the shortfall does not exceed 20 percent of the required credits for that year; (2) a compensating payment is made to TCCC or its affiliate; (3) the shortfall is corrected in the following year; and (4) we meet all specified credit requirements by the end of 2010. The amended Jumpstart agreements were effective January 1, 2005.

During 2004, we and TCCC amended our Jumpstart agreements in North America to defer the placement of certain vending equipment from 2004 and 2005 to 2009 and 2010. In exchange for this amendment, we agreed to pay TCCC $1.5 million in 2004, $3.0 million annually in 2005 through 2008 and $1.5 million in 2009. Additionally, we and TCCC amended our Jumpstart agreement in Europe to (1) consolidate country-specific placement requirements; (2) redefine the definition of a placement for certain large coolers; and (3) extend the agreement through 2009.

Should we not satisfy the provisions of the Jumpstart Programs, the agreements provide for the parties to meet to work out a mutually agreeable solution. Should the parties be unable to agree on alternative solutions, TCCC would be able to seek a partial refund. No refunds of amounts previously earned have ever been paid under the programs and we believe the probability of a partial refund of amounts previously earned under the programs is remote. We believe we would in all cases resolve any matters that might arise regarding these programs. We and TCCC have amended prior agreements to reflect, where appropriate, modified goals and we believe that we can continue to resolve any differences that might arise over our performance requirements under the Jumpstart Programs.

We received approximately $1.2 billion in Jumpstart support payments from TCCC during the period 1994 through 2001. There are no additional amounts payable to us from TCCC under these programs. We recognize the majority of support payments received from TCCC as we place cold drink equipment. A small portion of the support payments are recognized on a straight-line basis over the 12-year period beginning after equipment is placed. We recognized a total of $104 million, $47 million, and $50 million as a reduction to cost of sales during 2006, 2005, and 2004, respectively. The increase in recognized Jumpstart funding in 2006 as compared to 2005 and 2004 reflects higher equipment placements in 2006 under our amended Jumpstart agreements, with TCCC and the rollout of our energy drink portfolio.

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Notes to Consolidated Financial Statements—(Continued)

At December 31, 2006, $219 million in support payments were deferred under the Jumpstart Programs. Approximately $200 million of this amount is expected to be recognized during the period 2007 through 2010 as equipment is placed and approximately $19 million is expected to be recognized over the 12-year period after the equipment is placed. We have allocated the support payments to equipment units based on per unit funding amounts. The amount allocated to the requirement to place equipment is the balance remaining after determining the potential cost of moving the equipment after initial placement. The amount allocated to the potential cost of moving equipment after initial placement is determined based on an estimate of the units of equipment that could potentially be moved and an estimate of the cost to move that equipment.

Other Transactions

Other transactions with TCCC include the sale of bottle preforms, management fees, office space leases, and purchases of point-of-sale and other advertising items.

During 2004, we recalled the Dasani water brand in Great Britain because of bromate levels exceeding British regulatory standards. We received $32 million from TCCC during 2004 as reimbursement for recall costs. We recognized this reimbursement as an offset to the related costs of the recall. This amount is not included in the preceding table.

Note 4

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

The following table summarizes our accounts payable and accrued expenses as of December 31, 2006 and 2005 (in millions)

	2006		2005
Trade accounts payable	$	877	$	744
Accrued marketing costs		660		597
Accrued compensation and benefits		385		362
Accrued interest costs		178		179
Accrued taxes		189		275
Accrued self-insurance obligations		181		194
Other accrued expenses		262		288
Accounts payable and accrued expenses	$	2,732	$	2,639

Note 5

DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Swap Agreements

In December 2005, we settled all of our outstanding fixed-to-floating interest rate swaps with an aggregate notional amount of $1.4 billion. These swaps were previously designated as fair value hedges of fixed-rate debt instruments due August 15, 2006, May 15, 2007, September 30, 2009, and August 15, 2011. As a result of the settlement, we received $46 million, which represented the fair value of the hedges on the date of settlement. This amount included $4 million that was previously recognized as adjustments to interest expense under the terms of the swap agreements. Accordingly, the fair value adjustments to the previously hedged debt instruments totaled $42 million at the time of

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settlement. We recognized $23 million of this amount as part of the loss on the extinguishment of a portion of the previously hedged debt instruments and are recognizing $19 million as a reduction to interest expense over the remaining term of the previously hedged debt instruments. We extinguished the debt instruments in conjunction with the repatriation of non-U.S. earnings that occurred in December 2005 (refer to Note 10).

Cash Flow Hedges

Cash flow hedges are used to mitigate our exposure to changes in cash flows attributable to currency and commodity price fluctuations associated with certain forecasted transactions, including our raw material purchases and vehicle fuel purchases. During 2006, 2005, and 2004, there was no material ineffectiveness related to the change in the fair value of these hedges.

At December 31, 2006, our cash flow hedges related to the currency price fluctuations with the purchase of raw materials included hedge assets with a fair value of $0.3 million, which was recorded in prepaid expenses and other current assets on our Consolidated Balance Sheet, and hedge liabilities with a fair value of $0.2 million, which was recorded in accounts payable and accrued expenses on our Consolidated Balance Sheet. Unrealized net of tax losses of $0.2 million related to these hedges was included in accumulated other comprehensive income on our Consolidated Balance Sheet. We expect these losses to be reclassified into cost of sales within the next 12 months as the forecasted purchases are made. At December 31, 2005, our cash flow hedges related to the purchase of raw materials included hedge assets with a fair value of $1.1 million, which was recorded in prepaid expenses and other current assets on our Consolidated Balance Sheet. Unrealized net of tax gains of $0.5 million related to these hedges was included in accumulated other comprehensive income on our Consolidated Balance Sheet. These gains were reclassified into cost of sales during 2006 as the forecasted purchases were made.

During 2006, we began using derivative instruments to hedge a portion of our vehicle fuel purchases in North America. The majority of these derivative instruments were designated as cash flow hedges related to the future purchase of vehicle fuel. At December 31, 2006, these cash flow hedges included hedge assets with a fair value of $2.9 million, which were recorded in prepaid expenses and other current assets on our Consolidated Balance Sheet, and hedge liabilities with a fair value of $2.2 million, which were recorded in accounts payable and accrued expenses on our Consolidated Balance Sheet. There were no unrealized gains or losses related to these hedges as of December 31, 2006.

Net Investment Hedges

We enter into certain non-U.S. currency denominated borrowings as net investment hedges of our international subsidiaries. During 2006, 2005, and 2004, we recorded a net of tax loss of $28 million, a net of tax gain of $54 million, and a net of tax loss of $28 million, respectively, in accumulated other comprehensive income on our Consolidated Balance Sheets, related to these hedges.

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Notes to Consolidated Financial Statements—(Continued)

Note 6

DEBT AND CAPITAL LEASES

The following table summarizes our debt as of December 31, 2006 and 2005 (in millions, except rates):

	2006				2005
	Principal Balance		Rates(A)		Principal Balance		Rates(A)
U.S. dollar commercial paper	$	689	5.3	%	$	156	3.9	%
Euro and pound sterling commercial paper		161	5.1			236	2.4
Canadian dollar commercial paper		148	4.3			201	3.4
U.S. dollar notes due 2007-2037(B)		1,791	5.3			2,496	5.0
Euro and pound sterling notes due 2007-2021(C)		2,887	5.1			2,563	4.6
Canadian dollar notes due 2009		129	5.9			129	5.9
U.S. dollar debentures due 2012-2098		3,783	7.4			3,783	7.4
U.S. dollar zero coupon notes due 2020(D)		209	8.4			193	8.4
Various non-U.S. currency debt and credit facilities		22	—			172	—
Capital lease obligations(E)		156	—			132	—
Other debt obligations		47	—			48	—
Total debt(F)		10,022				10,109
Less: current portion of debt		804				944
Debt, less current portion	$	9,218			$	9,165

^(A) These rates represent the weighted average interest rates or effective interest rates on the balances outstanding.

^(B) In August 2006, a $450 million, 5.38 percent note matured. In September 2006, a $250 million, 2.50 percent note matured. In connection with the maturing of these notes, we increased our borrowings under our U.S. dollar commercial paper program.

^(C) In May 2006, a £175 million British pound sterling, 4.13 percent note (U.S. $330 million) matured. In connection with the maturing of this note, we issued a new £175 million British pound sterling, 5.25 percent note (U.S. $325 million) due May 2009.

^(D) These amounts are shown net of unamortized discounts of $420 million and $436 million as of December 31, 2006 and December 31, 2005, respectively.

^(E) These amounts represent the present value of our minimum capital lease payments as of December 31, 2006 and 2005, respectively.

^(F) The total fair value of our debt was $10.8 billion and $11.1 billion at December 31, 2006 and 2005, respectively.

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Notes to Consolidated Financial Statements—(Continued)

Future Maturities

The following table summarizes our debt maturities and capital lease obligations as of December 31, 2006, as adjusted to reflect the long-term classification of certain of our borrowings due in the next 12 months as a result of our intent and ability to refinance these borrowings (in millions):

Years ending December 31,	Debt Maturities
2007	$	777
2008		1,358
2009		2,476
2010		266
2011		298
Thereafter		4,691
Debt, excluding capital leases	$	9,866
Years ending December 31,	Capital Leases
2007	$	27
2008		21
2009		20
2010		19
2011		19
Thereafter		50
Present value of minimum capital lease payments(A)		156
Total debt	$	10,022

^(A) Amounts due under capital lease are net of interest payments totaling $31 million.

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Notes to Consolidated Financial Statements—(Continued)

At December 31, 2006 and 2005, approximately $1.4 billion and $849 million, respectively, of borrowings due in the next 12 months, including commercial paper, were classified as long-term on our Consolidated Balance Sheets as a result of our intent and our ability to refinance these borrowings on a long-term basis. If we are unable to refinance these borrowings with similar obligations we would refinance the borrowings through amounts available under committed domestic and international credit facilities. The $1.4 billion is included in our 2009 maturities in the preceding table, which corresponds to the scheduled expiration of our primary committed domestic credit facility discussed below.

Debt and Credit Facilities

We have amounts available to us for borrowing under various debt and credit facilities. Amounts available under our committed credit facilities serve as a backstop to our domestic and international commercial paper programs and support our working capital needs. Amounts available under our public debt facilities could be used for long-term financing, refinancing of debt maturities, and refinancing of commercial paper. The following table summarizes our availability under debt and credit facilities as of December 31, 2006 and 2005 (in millions):

	At December 31,
	2006		2005
Amounts available for borrowing:
Amounts available under committed domestic and international credit facilities(A)	$	1,940	$	2,297
Amounts available under public debt facilities:(B)
Shelf registration statement with the U.S. Securities and Exchange Commission		3,221		3,221
Euro medium-term note program		1,514		1,557
Total amounts available under public debt facilities		4,735		4,778
Total amounts available	$	6,675	$	7,075

^(A) Amounts are shown net of outstanding commercial paper totaling $998 million and $593 million as of December 31, 2006 and 2005, respectively, since these facilities serve as a backstop to our commercial paper programs. At December 31, 2006 and 2005, there were no outstanding borrowings under our committed credit facilities. Our primary committed facility matures in 2009 and is a $2.5 billion revolving credit facility with a syndicate of 26 banks.

^(B) Amounts available under each of these public debt facilities and the related costs to borrow are subject to market conditions at the time of borrowing.

Covenants

Our credit facilities and outstanding notes and debentures contain various provisions that, among other things, require us to limit the incurrence of certain liens or encumbrances in excess of defined amounts. Additionally, our credit facilities require us to maintain a defined net debt to total capital ratio. We were in compliance with these requirements as of December 31, 2006. These requirements currently are not, and it is not anticipated they will become, restrictive to our liquidity or capital resources.

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Note 7

OPERATING LEASES

We lease office and warehouse space, computer hardware, machinery, and equipment and vehicles under non-cancelable operating lease agreements expiring at various dates through 2049. Some lease agreements contain standard renewal provisions, which allow us to renew the lease at rates equivalent to fair market value at the end of the lease term. Certain lease agreements contain residual guarantees that require us to guarantee the value of the leased assets for the lessor at the end of the lease term. Under lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term. Rent expense under non-cancelable operating lease agreements totaled $190 million, $165 million, and $170 million during 2006, 2005, and 2004, respectively.

The following table summarizes our minimum lease payments under non-cancelable operating leases with initial or remaining lease terms in excess of one year as of December 31, 2006 (in millions):

Years ending December 31,	Operating Leases
2007	$	127
2008		113
2009		103
2010		97
2011		84
Thereafter		256
Total minimum operating lease payments	$	780

Note 8

COMMITMENTS AND CONTINGENCIES

Affiliate Guarantees

We guarantee debt and other obligations of certain third parties. In North America, we guarantee the repayment of debt owed by a PET (plastic) bottle manufacturing cooperative in which we have an equity interest. We also guarantee the repayment of debt owed by a vending partnership in which we have a limited partnership interest.

The following table summarizes the maximum amounts of our guarantees and the amounts outstanding under these guarantees as of December 31, 2006 and 2005 (in millions):

		Guaranteed				Outstanding
Category	Expiration	2006		2005		2006		2005
Manufacturing cooperative	Various through 2015	$	239	$	236	$	221	$	223
Vending partnership	November 2009		17		25		11		13
Other	Renewable		1		1		1		1
		$	257	$	262	$	233	$	237

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Notes to Consolidated Financial Statements—(Continued)

The following table summarizes the expiration of amounts outstanding under our guarantees as of December 31, 2006 (in millions):

Years ending December 31,	Outstanding Amounts
2007	$	6
2008		9
2009		22
2010		16
2011		59
Thereafter		121
Total outstanding amounts	$	233

We hold no assets as collateral against these guarantees and no contractual recourse provisions exist under the guarantees that would enable us to recover amounts we guarantee in the event of an occurrence of a triggering event under these guarantees. These guarantees arose as a result of our ongoing business relationships.

Variable Interest Entities

We have identified the manufacturing cooperatives and the purchasing cooperative in which we participate as variable interest entities (“VIEs”). Our variable interests in these cooperatives include an equity investment in each of the entities and certain debt guarantees. We are required to consolidate the assets, liabilities, and results of operations of all VIEs for which we determine that we are the primary beneficiary. At December 31, 2006, these entities had total assets of approximately $430 million and total debt of approximately $280 million. For the year ended December 31, 2006, these entities had total revenues, including sales to us, of approximately $860 million. Our maximum exposure as a result of our involvement in these entities is approximately $265 million, including our equity investments and debt guarantees. The largest of these cooperatives, of which we have determined we are not the primary beneficiary, represents greater than 95 percent of our maximum exposure. We have been purchasing PET (plastic) bottles from this cooperative since 1984 and our first equity investment was made in 1988.

Purchase Commitments

We have non-cancelable purchase agreements with various suppliers that specify a fixed or minimum quantity that we must purchase. At December 31, 2006, we had purchase commitments for 2007 totaling $827 million and had no purchase commitments beyond 2007. All purchases made under these agreements are subject to standard quality and performance criteria.

Legal Contingencies

On February 7, 2006, a purported class action lawsuit was filed against us and several of our current and former officers and directors (the “Argento Suit”). The lawsuit alleged that we engaged in “channel stuffing” with customers and raised certain insider trading claims. “Copycat” lawsuits virtually identical to this suit, some raising derivative claims under Delaware state law and others bringing claims under the Employees’ Retirement Income Security Act, were filed in courts in Delaware and Georgia. The Delaware suit names TCCC as a defendant and alleges that we are “controlled” by TCCC to our detriment and to the detriment of our shareowners. The various suits have been

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Notes to Consolidated Financial Statements—(Continued)

consolidated in each court by suit type. Amended complaints containing allegations substantially similar to the original suits have now been filed in each suit. We possess strong defenses to the claims raised in these lawsuits and have asked or will ask the courts to dismiss each of the suits. In an order dated February 7, 2007, the court granted our motion to dismiss the consolidated securities class action in Atlanta. The court’s order was without prejudice, and the plaintiffs have 30 days from the date of the order to re-file their suit. At this time, it is not possible for us to predict the ultimate outcome of these matters.

On February 14, 2006, a lawsuit was filed by a group of United States Coca-Cola bottlers against TCCC and us (the “Ozarks Suit”). This lawsuit brings claims for breach of contract and breach of duty, along with other related claims arising out of our plan to offer warehouse delivery of POWERade to a specific customer within our exclusive territory. The lawsuit seeks unspecified compensatory and exemplary damages and seeks injunctive relief. Also, on February 14, 2006, a second lawsuit was filed in Alabama state court by additional bottler plaintiffs. This lawsuit brings claims that are substantially similar to those in the Ozarks Suit. Plaintiffs subsequently filed amended complaints in both actions raising comparable allegations regarding programs to offer warehouse delivery of certain Dasani and Minute Maid products to specific customers within our exclusive territory. On February 8, 2007, some of the parties to these lawsuits agreed to a conditional settlement. Under the terms of the proposed settlement, following full approval by all parties, the cases will be dismissed without prejudice and there will be a two-year test (through 2008) of (1) national warehouse delivery of brands of TCCC into the exclusive territory of almost every bottler of Coca-Cola in the U.S., even nonparties to the litigation, in exchange for compensation in most circumstances, and (2) limits on local warehouse delivery within the parties’ territories. The proposed settlement does not require any payment by the defendants to the plaintiffs.

In 2000, we and TCCC were found by a Texas jury to be jointly liable in a combined amount of $15.2 million to five plaintiffs, each a distributor of competing beverage products. These distributors sued alleging that we and TCCC engaged in anticompetitive marketing practices. The trial court’s verdict was upheld by the Texas Court of Appeals in July 2003. We and TCCC argued our appeals before the Texas Supreme Court in November 2004. In an opinion issued October 20, 2006, the Texas Supreme Court reversed the Texas Court of Appeals’ judgment and either dismissed or rendered judgment in favor of us on the claims that were the subject of the appeal. The plaintiffs have filed a motion for rehearing, but the Supreme Court has not yet ruled on their motion. The claims of three remaining plaintiffs in this case remain to be tried. We intend to vigorously defend against an unfavorable outcome in these claims. At this time, we have not recorded any amounts for potential awards related to these additional claims.

Our California subsidiary has been sued by several current and former employees over alleged violations of state wage and hour rules. In a matter combined in a consolidated class action proceeding, plaintiffs alleged that certain hourly employees were required to work off the clock. In December 2006, the parties agreed to settle this matter, as well as a smaller accompanying suit, for a total of $14 million, inclusive of claims, attorneys’ fees, and costs of administration. The settlement has been preliminarily approved by the court. Several other California suits have now been resolved and are to be dismissed. Amounts to be paid toward the settlements reached in these suits have been recorded in our Consolidated Financial Statements. Our California subsidiary is vigorously defending against the remaining claims. At this time, it is not possible for us to predict the ultimate outcome of these matters.

We are a party to various other matters of litigation or claims, including other employment matters, generally arising out of the normal course of business. Although it is difficult to predict the ultimate

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outcome of these matters, we believe that any ultimate liability would not have a material adverse effect on our Consolidated Financial Statements.

Environmental

At December 31, 2006, there were two federal and two state superfund sites for which we and our bottling subsidiaries’ involvement or liability as a potentially responsible party (“PRP”) was unresolved. We believe any ultimate liability under these PRP designations will not have a material effect on our Consolidated Financial Statements. In addition, we or our bottling subsidiaries have been named as a PRP at 38 other federal and 10 other state superfund sites under circumstances that have led us to conclude that either (1) we will have no further liability because we had no responsibility for having deposited hazardous waste; (2) our ultimate liability, if any, would be less than $100,000 per site; or (3) payments made to date will be sufficient to satisfy our liability.

Income Taxes

Our tax filings for various periods are subjected to audit by tax authorities in most jurisdictions where we conduct business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. Currently, there are assessments involving certain of our subsidiaries, including one of our Canadian subsidiaries, which may not be resolved for many years. We believe we have substantial defenses to the questions being raised and would pursue all legal remedies before an unfavorable outcome would result. We believe we have adequately provided for any amounts that could result from these proceedings where (1) it is probable we will pay some amount and (2) the amount can be estimated. At this time, it is not possible for us to predict the ultimate outcome of some of these matters.

Letters of Credit

At December 31, 2006, we had letters of credit issued as collateral for claims incurred under self-insurance programs for workers’ compensation and large deductible casualty insurance programs aggregating $294 million and letters of credit for certain operating activities aggregating $3 million.

Workforce

At December 31, 2006, we had approximately 74,000 employees, including 10,200 in Europe. Approximately 18,800 of our employees in North America are covered by collective bargaining agreements in 164 different employee units and essentially all of our employees in Europe are covered by local agreements. (These employee numbers are unaudited.) These bargaining agreements expire at various dates over the next seven years, including 33 agreements in North America in 2007. We believe that we will be able to renegotiate subsequent agreements on satisfactory terms.

Indemnifications

In the normal course of business, we enter into agreements that provide general indemnifications. We have not made significant indemnification payments under such agreements in the past and we believe the likelihood of incurring such a payment obligation in the future is remote. Furthermore, we cannot reasonably estimate future potential payment obligations, because we cannot predict when and under what circumstances they may be incurred. As a result, we have not recorded a liability in our Consolidated Financial Statements with respect to these general indemnifications.

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Note 9

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

Pension Plans

We sponsor a number of defined benefit pension plans covering substantially all of our employees in North America and Europe. Pension plans representing approximately 97 percent of our total benefit obligations were measured as of September 30^th and all other plans were measured as of December 31^st.

Other Postretirement Plans

We sponsor unfunded defined benefit postretirement plans providing healthcare and life insurance benefits to substantially all U.S. and Canadian employees who retire or terminate after qualifying for such benefits. Retirees of our European operations are covered primarily by government-sponsored programs and the specific cost to us for those programs and other postretirement healthcare is not significant. The primary U.S. postretirement benefit plan is a defined dollar benefit plan limiting the effects of medical inflation by establishing dollar limits for determining our contribution. The plan has established dollar limits for determining our contributions and, therefore, the effect of a 1 percent increase in the assumed healthcare cost trend rate is not significant. The Canadian plan also contains provisions that limit the effects of inflation on our future costs. Our defined benefit postretirement plans were measured as of December 31^st.

The following table summarizes information about our pension and other postretirement benefit plans subsequent to the adoption of SFAS 158 (in millions, except percentages):

	Pension Plans						Other Postretirement Plans
	2006			2005			2006			2005
Reconciliation of benefit obligation:
Benefit obligation at beginning of plan year	$	2,904		$	2,576		$	414		$	390
Service cost		151			128			13			12
Interest cost		157			146			22			22
Plan participants’ contributions		13			12			8			5
Amendments		5			3			2			—
Actuarial (gain) loss		(161	)		184			(9	)		11
Benefit payments		(95	)		(86	)		(29	)		(27	)
Business combinations		16			—			—			—
Curtailment gain		(14	)		—			—			—
Currency translation adjustments		87			(59	)		1			1
Benefit obligation at end of plan year	$	3,063		$	2,904		$	422		$	414
Reconciliation of fair value of plan assets:
Fair value of plan assets at beginning of plan year	$	2,221		$	1,810		$	—		$	—
Actual gain on plan assets		217			266			—			—
Employer contributions		211			266			21			22
Plan participants’ contributions		13			12			8			5
Benefit payments		(95	)		(86	)		(29	)		(27	)
Business combinations		12			—			—			—
Currency translation adjustments		77			(47	)		—			—
Fair value of plan assets at end of plan year	$	2,656		$	2,221		$	—		$	—

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	Pension Plans						Other Postretirement Plans
	2006			2005			2006			2005
Funded status:
Projected benefit obligation (“PBO”)	$	(3,063	)	$	(2,904	)	$	(422	)	$	(414	)
Plan assets at fair value		2,656			2,221			—			—
Fourth quarter contributions		18			15			—			—
Net funded status		(389	)		(668	)		(422	)		(414	)
Funded status – overfunded		26			—			—			—
Funded status – underfunded	$	(415	)	$	(668	)	$	(422	)	$	(414	)
Amounts recognized in the balance sheet consist of:
Noncurrent assets	$	26			n/a	(A)	$	—			n/a	(A)
Current liabilities		(9	)		n/a	(A)		(22	)		n/a	(A)
Noncurrent liabilities		(406	)		n/a	(A)		(400	)		n/a	(A)
Net amounts recognized	$	(389	)		n/a	(A)	$	(422	)		n/a	(A)
Accumulated benefit obligation (“ABO”)	$	2,588		$	2,457			n/a			n/a
Amounts in accumulated other comprehensive income:
Prior service cost (credits)	$	33		$	32		$	(69	)	$	(84	)
Net losses		727			990			99			113
Amounts in accumulated other comprehensive income	$	760		$	1,022		$	30		$	29
Amortization expense expected to be recognized during next fiscal year:
Amortization of prior service cost (credit)	$	3		$	4		$	(13	)	$	(13	)
Amortization of net losses		55			77			4			5
Total amortization expense	$	58		$	81		$	(9	)	$	(8	)
Incremental effect of adopting SFAS 158:
Increase in liabilities	$	217			n/a	(A)	$	30			n/a	(A)
Decrease in assets		331			n/a	(A)		—			n/a	(A)
Decrease in accumulated other comprehensive income		(355	)		n/a	(A)		(19	)		n/a	(A)
Decrease in long-term deferred income tax liabilities		(193	)		n/a	(A)		(11	)		n/a	(A)
Weighted average assumptions to determine:
Benefit obligations at the measurement date
Discount rate		5.7	%		5.4	%		6.1	%		5.6	%
Rate of compensation increase		4.5			4.6			—			—
Net periodic pension cost for years ended December 31
Discount rate		5.4			5.8			5.6			5.9
Expected return on assets		8.3			8.3			—			—
Rate of compensation increase		4.6			4.6			—			—

^(A) These disclosures are not applicable to our 2005 pension and other postretirement benefit plans since SFAS 158 was effective for our year ended December 31, 2006.

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The following table summarizes information about our pension and other postretirement benefit plans prior to the adoption of SFAS 158 (in millions):

	Pension Plans			Other Postretirement Plans
	2005			2005
Amounts recognized in the balance sheet consist of:
Prepaid benefits cost	$	198		$	—
Accrued benefits liability		(352	)		(385	)
Intangible assets		26			—
Accumulated other comprehensive income		482			—
Net amounts recognized	$	354		$	(385	)

The following table summarizes information about our defined benefit pension plans as of our measurement dates (in millions):

	2006		2005
Information for plans with an ABO in excess of plan assets:
Projected benefit obligation	$	853	$	2,034
Accumulated benefit obligation		802		1,790
Fair value of plan assets		622		1,443
Information for plans with a PBO in excess of plan assets:
Projected benefit obligation	$	2,451	$	2,904
Accumulated benefit obligation		2,161		2,457
Fair value of plan assets		2,033		2,221
Information for plans with a PBO less than plan assets:
Projected benefit obligation	$	612	$	—
Accumulated benefit obligation		427		—
Fair value of plan assets		623		—

The following table summarizes the net periodic benefit costs of our pension plans and other postretirement plans for the years ended December 31, 2006, 2005, and 2004 (in millions):

	Pension Plans									Other Postretirement Plans
	2006			2005			2004			2006			2005			2004
Components of net periodic benefit costs:
Service cost	$	151		$	128		$	108		$	13		$	12		$	11
Interest cost		157			146			131			22			22			21
Expected return on plan assets		(188	)		(158	)		(135	)		—			—			—
Amortization of prior service cost (credit)		4			4			2			(13	)		(13	)		(13	)
Recognized actuarial loss		77			62			47			5			5			3
Net periodic benefit cost		201			182			153			27			26			22
Other		(3	)		1			—			—			—			—
Total costs	$	198		$	183		$	153		$	27		$	26		$	22

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Pension Plan Assets

Pension assets of our North American and Great Britain plans represent approximately 96 percent of our total pension plan assets. The following table summarizes the pension plan asset allocations of those assets as of the measurement date and the expected long-term rates of return by asset category:

	Weighted Average Allocation						Weighted Average Expected Long-Term Rate of Return
	Target		Actual
Asset Category	2006		2006		2005
Equity securities(A)	62	%	66	%	70	%	8.9	%
Fixed income securities	21		19		20		5.4
Real estate	7		4		3		8.0
Other(B)	10		11		7		10.5
Total	100	%	100	%	100	%	8.3	%

^(A) The overweight in equity securities versus our target allocation is primarily the result of funds that are invested on an interim basis until they are redirected to the real estate and other asset categories.

^(B) The other category consists of investments in hedge funds, private equity funds, and timber funds.

We have established formal investment policies for the assets associated with these plans. Policy objectives include maximizing long-term return at acceptable risk levels, diversifying among asset classes, if appropriate, and among investment managers, as well as establishing relevant risk parameters within each asset class. Specific asset class targets are based on the results of periodic asset/liability studies. The investment policies permit variances from the targets within certain parameters. The weighted average expected long-term rates of return are based on a January 2007 review of such rates.

Our fixed income securities portfolio is invested primarily in commingled funds and is generally managed for overall return expectations rather than matching duration against plan liabilities; therefore, debt maturities are not significant to the plan performance.

Benefit Plan Contributions

The following table summarizes the contributions made to our pension and other postretirement benefit plans for the years ended December 31, 2006 and 2005, as well as our projected contributions for the year ending December 31, 2007 (in millions):

	Actual				Projected(A)
	2006		2005		2007
Pension – U.S.	$	137	$	204	$	105
Pension – Non-U.S.		77		70		81
Other Postretirement		21		22		23
Total contributions	$	235	$	296	$	209

^(A) These amounts are unaudited.

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We fund our U.S. pension plans at a level to maintain, within established guidelines, the IRS-defined 90 percent current liability funded status. At January 1, 2006, the date of the most recent actuarial valuation, all U.S. funded defined benefit pension plans reflected current liability funded status equal to or greater than 90 percent. Our primary Canadian plan does not require contributions at this time. Contributions to the primary Great Britain plan are based on a percentage of employees’ pay.

Benefit Plan Payments

Benefit payments are made primarily from funded benefit plan trusts and current assets. The following table summarizes our expected future benefit payments as of December 31, 2006 (in millions):

Years ending December 31,	Pension Benefit Plan Payments(A)		Other Postretirement Benefit Plan Payments(A)
2007	$	104	$	23
2008		106		24
2009		113		25
2010		122		26
2011		131		28
2012 – 2016		841		151

^(A) These amounts are unaudited.

Defined Contribution Plans

We sponsor qualified defined contribution plans covering substantially all employees in the U.S., France, Canada, and certain employees in Great Britain and the Netherlands. Our contributions to these plans totaled $24 million, $23 million, and $24 million in 2006, 2005, and 2004, respectively. Under our primary plan in the U.S., we matched 25 percent in 2006, 2005, and 2004 of participants’ voluntary contributions up to a maximum of 7 percent of the participants’ contributions.

Multi-Employer Pension Plans

We participate in various multi-employer pension plans (mostly in the U.S.). Pension expense for multi-employer plans totaled $37 million, $36 million, and $37 million in 2006, 2005, and 2004, respectively.

Note 10

INCOME TAXES

The following table summarizes our (loss) income before income taxes for the years ended December 31, 2006, 2005, and 2004 (in millions):

	2006			2005		2004
United States(A)	$	(2,186	)	$	288	$	294
Non – U.S.(A)		68			502		524
(Loss) income before income taxes	$	(2,118	)	$	790	$	818

^(A) Our 2006 U.S. and non-U.S. (loss) income before income taxes included a non-cash franchise impairment charge of $2,538 million and $384 million, respectively. For additional information about the non-cash franchise impairment charge, refer to Note 1.

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The current income tax provision represents the estimated amount of income taxes paid or payable for the year, as well as changes in estimates from prior years. The deferred income tax (benefit) provision represents the change in deferred tax liabilities and assets and, for business combinations, the change in tax liabilities and assets since the date of acquisition. The following table summarizes the significant components of our provision for income taxes for the years ended December 31, 2006, 2005, and 2004 (in millions):

	2006			2005			2004
Current:
United States:
Federal	$	(7	)	$	36		$	—
State and local		13			9			7
European and Canadian		92			153			91
Total current		98			198			98
Deferred:
United States:
Federal(A)		(766	)		171			107
State and local(A)		(102	)		(6	)		21
European and Canadian(A)		(125	)		(47	)		16
Rate changes		(80	)		(40	)		(20	)
Total deferred		(1,073	)		78			124
Income tax (benefit) expense	$	(975	)	$	276		$	222

^(A) Our 2006 U.S. federal, U.S. state and local, and European and Canadian amounts included an income tax benefit of $888 million, $99 million, and $122 million, respectively, related to the $2.9 billion non-cash franchise impairment charge recorded during 2006. These income tax benefits do not impact our current or future cash taxes. For additional information about the non-cash franchise impairment charge, refer to Note 1.

Our effective tax rate was a benefit of 46 percent, a provision of 35 percent, and a provision of 27 percent for the years ended December 31, 2006, 2005, and 2004, respectively. The following table provides a reconciliation of our income tax (benefit) provision at the statutory federal rate to our actual income tax (benefit) provision for the years ended December 31, 2006, 2005, and 2004 (in millions):

	2006			2005			2004
U.S. federal statutory (benefit) expense	$	(741	)	$	276		$	286
U.S. state (benefit) expense, net of federal benefit		(85	)		7			12
Taxation of European and Canadian operations, net		(74	)		(73	)		(71	)
Rate and law change benefit		(80	)		(40	)		(20	)
Repatriation of non-U.S earnings		—			128			—
Valuation allowance provision		4			(3	)		13
Nondeductible items		14			12			12
Revaluation of income tax obligations		(16	)		(33	)		(10	)
Other, net		3			2			—
Income tax (benefit) expense	$	(975	)	$	276		$	222

As of December 31, 2006, our non-U.S. subsidiaries had $104 million in undistributed earnings. These earnings are exclusive of amounts that would result in little or no tax under current tax laws if remitted in the future. The earnings from our non-U.S. subsidiaries are considered to be indefinitely

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reinvested and, accordingly, no provision for U.S. federal and state income taxes has been made in our Consolidated Financial Statements. A distribution of these non-U.S. earnings in the form of dividends or otherwise, would subject us to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits, and withholding taxes payable to the various non-U.S. countries. Determination of the amount of any unrecognized deferred income tax liability on these undistributed earnings is not practicable.

As of December 31, 2005, our non-U.S. subsidiaries did not have any undistributed earnings due to the repatriation that was completed in connection with the unique provisions of the American Jobs Creation Act of 2004 (“Tax Act”). The Tax Act contained, among other things, a repatriation provision that provided a special, one-time tax deduction of 85 percent of certain non-U.S. earnings that were repatriated prior to December 31, 2005, provided certain criteria were met. As such, in December 2005, we repatriated a total of $1.6 billion in previously undistributed non-U.S. earnings and basis. The total income tax provision associated with the repatriation was $128 million.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following table summarizes the significant components of our deferred tax liabilities and assets as of December 31, 2006 and 2005 (in millions):

	2006			2005
Deferred tax liabilities:
Franchise license and other intangible assets	$	3,956		$	4,940
Property, plant, and equipment		681			723
Total deferred tax liabilities		4,637			5,663
Deferred tax assets:
Net operating loss and other carryforwards		(150	)		(316	)
Employee and retiree benefit accruals		(486	)		(374	)
Alternative minimum tax and other credits		(81	)		(68	)
Deferred revenue		(94	)		(123	)
Other, net		(77	)		(63	)
Total deferred tax assets		(888	)		(944	)
Valuation allowances on deferred tax assets		78			74
Net deferred tax liabilities		3,827			4,793
Current deferred income tax assets		230			313
Long-term deferred income tax liabilities	$	4,057		$	5,106

We recognize valuation allowances on deferred tax assets reported if, based on the weight of the evidence, we believe that it is more likely than not that some or all of our deferred tax assets will not be realized. We believe the majority of our deferred tax assets will be realized because of the reversal of certain significant temporary differences and anticipated future taxable income from operations.

As of December 31, 2006 and 2005, we had valuation allowances of $78 million and $74 million, respectively. The net increase in our valuation allowances in 2006 was primarily due to increases resulting from the generation of certain non-U.S. net operating losses and state income tax credits, offset partially by the release of net operating losses and credits upon utilization and expirations, and

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from modifications as a result of state law changes. Included in our valuation allowances as of December 31, 2006 and 2005 was $1 million for net operating loss carryforwards of acquired companies.

As of December 31, 2006, we had U.S. federal tax operating loss carryforwards totaling $200 million. These carryforwards are available to offset future taxable income until they expire at varying dates through 2024. We also had U.S. state operating loss carryforwards totaling $1.7 billion, which expire at varying dates through 2026. The following table summarizes the estimated amount of our U.S. federal and U.S. state tax operating loss carryforwards that expire each year (in millions):

Years ending December 31,	U.S. Federal		U.S. State
2007	$	—	$	235
2008		3		141
2009		—		108
2010		—		106
2011		—		67
Thereafter		197		1,054
Total tax operating loss carryforwards	$	200	$	1,711

Note 11

SHARE-BASED COMPENSATION PLANS

We maintain share-based compensation plans that provide for the granting of non-qualified share options and restricted share awards and restricted share units (collectively “restricted shares”) to certain executive and management level employees. We believe that these awards better align the interests of our employees with the interests of our shareowners.

On January 1, 2006, we adopted SFAS 123R, which requires the grant-date fair value of all share-based payment awards that are expected to vest, including employee share options, to be recognized as employee compensation expense over the requisite service period. We adopted SFAS 123R by applying the modified prospective transition method and, therefore, (1) did not restate any prior periods and (2) are recognizing compensation expense for all share-based payment awards that were outstanding, but not yet vested, as of January 1, 2006, based upon the same estimated grant-date fair values and service periods used to prepare our SFAS 123 pro-forma disclosures.

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Prior to adopting SFAS 123R, we accounted for our share-based payment awards using the intrinsic value method of APB 25 and related interpretations. Under APB 25, we did not record compensation expense for employee share options, unless the awards were modified, because our share options were granted with exercise prices equal to or greater than the fair value of our stock on the date of grant. The following table illustrates the effect on reported net income and earnings per share applicable to common shareowners for the years ended December 31, 2005 and 2004, had we accounted for our share-based compensation plans using the fair value method of SFAS 123 (in millions, except per share data):

	2005			2004
Net income, as reported	$	514		$	596
Add: Total share-based employee compensation costs included in net income, net of tax		19			15
Less: Total share-based employee compensation costs determined under the fair value method for all awards, net of tax		(52	)		(71	)
Net income, pro-forma	$	481		$	540
Net income per share:
Basic – as reported	$	1.09		$	1.28
Basic – pro-forma	$	1.02		$	1.16
Diluted – as reported	$	1.08		$	1.26
Diluted – pro-forma	$	1.01		$	1.14

During the year ended December 31, 2006, we recorded $63 million in compensation expense related to our share-based payment awards. This amount included $35 million ($22 million net of tax, or $0.05 per common share) of incremental expense as a result of adopting SFAS 123R. Our share-based compensation expense for the year ended December 31, 2006 also included $4 million related to the modification of certain awards in connection with our restructuring activities (refer to Note 16). We recognize compensation expense for our share-based payment awards on a straight-line basis over the requisite service period of the entire award, unless the awards are subject to market conditions, in which case we recognize compensation expense over the requisite service period of each separate vesting tranche. Compensation expense related to our share-based payment awards is recorded in SD&A expenses. We determine the grant-date fair value of our share-based payment awards using a Black-Scholes model, unless the awards are subject to market conditions, in which case we use a Monte Carlo simulation model. The Monte Carlo simulation model utilizes multiple input variables to estimate the probability that market conditions will be achieved.

Share Options

Our share options (1) are granted with exercise prices equal to or greater than the fair value of our stock on the date of grant; (2) vest ratably over a period of three to nine years; and (3) expire 10 years from the date of grant. Certain of the share options that were granted during the year ended December 31, 2006 are subject to market conditions that require our stock price to increase 25 percent and 50 percent for a defined period. We also have certain outstanding share options that contain provisions that allow for accelerated vesting should various stock performance criteria be met. Generally, when options are exercised we issue new shares, rather than issuing shares from treasury.

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Notes to Consolidated Financial Statements—(Continued)

The following table summarizes the weighted average grant-date fair values and assumptions that were used to estimate the grant-date fair values of the share options granted during the years ended December 31, 2006, 2005, and 2004:

Grant-date fair value	2006	2005	2004
Black-Scholes model	$8.77	$7.61	$10.04
Monte Carlo model	7.84	n/a	n/a
Assumptions
Dividend yield(A)	1.2%	0.7%	0.4%
Expected volatility(B)	32.7%	30.0%	40.0%
Risk-free interest rate(C)	4.9%	3.9%	3.5%
Expected life(D)	7.4 years	6.0 years	6.0 years

^(A) The dividend yield was calculated by dividing our annual dividend by our average stock price on the date of grant.

^(B) The expected volatility was determined by using a combination of the historical volatility of our stock, the implied volatility of our exchange-traded options, and other factors, such as a comparison to our peer group.

^(C) The risk-free interest rate was based on the U.S. Treasury yield with a term equal to the expected life on the date of grant.

^(D) The expected life was used for options valued by the Black-Scholes model. It was determined by using a combination of actual exercise and post-vesting cancellation history for the types of employees included in the grant population.

The following table summarizes our share option activity during the years ended December 31, 2006, 2005, and 2004 (shares in thousands):

	2006				2005				2004
	Shares		Exercise Price		Shares		Exercise Price		Shares		Exercise Price
Outstanding at beginning of year	54,427		$	25.04	56,013		$	25.09	63,831		$	23.01
Granted	3,627			21.47	2,709			22.31	6,724			23.67
Exercised(A)	(4,207	)		17.25	(2,644	)		15.18	(13,225	)		13.85
Forfeited or expired	(4,781	)		32.83	(1,651	)		37.90	(1,317	)		29.86
Outstanding at end of year	49,066			24.69	54,427			25.04	56,013			25.09
Options exercisable at end of year	40,766			24.80	44,023			25.23	37,586			26.39
Options available for future grant	25,533				27,530				29,730

^(A) The total intrinsic value of options exercised during the years ended December 31, 2006, 2005, and 2004 was $14 million, $17 million, and $147 million, respectively.

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Notes to Consolidated Financial Statements—(Continued)

The following table summarizes our options outstanding and our options exercisable as of December 31, 2006 (shares in thousands):

	Outstanding				Exercisable
Range of Exercise Prices	Options Outstanding (A)	Weighted Average Remaining Life (years)	Weighted Average Exercise Price		Options Exercisable(A)	Weighted Average Remaining Life (years)	Weighted Average Exercise Price
$16.01 to $22.00	27,837	5.18	$	19.43	24,266	4.56	$	19.13
22.01 to   32.00	14,628	5.84		24.68	11,142	5.23		25.22
32.01 to   42.00	3,427	1.74		36.02	2,184	1.58		36.53
Over  42.00	3,174	1.47		58.55	3,174	1.47		58.55
	49,066	4.90		24.69	40,766	4.34		24.80

^(A) The aggregate intrinsic value of options outstanding and exercisable as of December 31, 2006 was $42 million.

As of December 31, 2006, we had approximately $39 million of unrecognized compensation expense related to our unvested share options. We expect to recognize this compensation expense over a weighted average period of 2 years.

Restricted Shares

Our restricted shares generally vest upon continued employment for a period of at least four years and the attainment of certain share price targets. Certain of our restricted shares expire 5 years from the date of grant. All restricted share awards entitle the participant to full dividend and voting rights. Unvested shares are restricted as to disposition and subject to forfeiture under certain circumstances.

During the years ended December 31, 2006, 2005, and 2004 we granted 2.4 million, 1.9 million, and 1.2 million restricted shares, respectively. The following table summarizes the weighted average grant-date fair values and assumptions that were used to estimate the grant-date fair values of the restricted shares granted during the years ended December 31, 2006, 2005, and 2004:

Grant-date fair value	2006	2005(A)	2004(A)
Monte Carlo model	$18.80	n/a	n/a
Intrinsic value(A)	n/a	$22.31	$23.36
Assumptions
Dividend yield(B)	1.1%	n/a	n/a
Expected volatility(C)	33.6%	n/a	n/a
Risk-free interest rate(D)	5.1%	n/a	n/a

^(A) Under APB 25 and related interpretations, the grant-date fair value of restricted shares equaled the intrinsic value on the date of grant.

^(B) The dividend yield was calculated by dividing our annual dividend by our average stock price on the date of grant.

^(C) The expected volatility was determined by using a combination of the historical volatility of our stock, the implied volatility of our exchange-traded options, and other factors, such as a comparison to our peer group.

^(D) The risk-free interest rate was based on the U.S. Treasury yield with a term equal to the expected life on the date of grant.

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Notes to Consolidated Financial Statements—(Continued)

The following table summarizes our restricted share award activity during the years ended December 31, 2006 (shares in thousands):

	Restricted Shares		Weighted Average Grant Date Fair Value		Restricted Share Units		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2005	3,923		$	21.31	546		$	21.67
Granted	1,464			18.70	946			18.95
Vested	(601	)		18.04	(8	)		16.25
Forfeited	(130	)		21.70	(21	)		21.95
Outstanding at December 31, 2006	4,656			20.92	1,463			19.73

During 2006, 2005, and 2004, we recognized amortization expense totaling $23 million, $27 million, and $20 million, respectively, related to our restricted share awards. As of December 31, 2006, we had approximately $79 million in total unrecognized compensation expense related to our restricted share awards. We expect to recognize this compensation cost over a weighted average period of 2.9 years. As of December 31, 2006, we had approximately 2.5 million restricted shares available for future grant.

Note 12

EARNINGS (LOSS) PER SHARE

We calculate our basic earnings (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are calculated in a similar manner, but include the dilutive effect of securities. To the extent that securities are antidilutive, they are excluded from the calculation of earnings (loss) per share. The following table summarizes our basic and diluted earnings (loss) per share calculations for the years ended December 31, 2006, 2005, and 2004 (in millions, except per share data; per share data is calculated prior to rounding to millions):

	2006			2005		2004
Net (loss) income	$	(1,143	)	$	514	$	596
Basic weighted average common shares outstanding (A)		475			471		465
Effect of dilutive securities (B)		—			5		8
Diluted weighted average common shares outstanding (A)		475			476		473
Basic (loss) earnings per share	$	(2.41	)	$	1.09	$	1.28
Diluted (loss) earnings per share	$	(2.41	)	$	1.08	$	1.26

^(A) At December 31, 2006, 2005, and 2004, we were obligated to issue, for no additional consideration, 2.8 million, 3.3 million, and 3.4 million common shares, respectively, under deferred stock plans and other agreements. These shares were included in our calculation of basic and diluted earnings per share for each year presented.

^(B) For the year ended December 31, 2006, all outstanding options to purchase common shares were excluded from the calculation of diluted earnings per share because their effect on our loss per common share was antidilutive. For the years ended December 31, 2005 and 2004, outstanding options to purchase 32 million and 17 million common shares, respectively, were excluded from the diluted earnings per share calculation because the exercise price of the options was greater than the average price of our common stock. The dilutive impact of the remaining options outstanding in these years was included in the effect of dilutive securities.

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Notes to Consolidated Financial Statements—(Continued)

We paid a quarterly dividend of $0.06 during 2006 and $0.04 during 2005 and 2004. Dividends are declared at the discretion of our Board of Directors.

Note 13

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) is comprised of net income (loss) and other adjustments, including items such as non-U.S. currency translation adjustments, hedges of net investments in non-U.S. subsidiaries, pension liability adjustments, gains and losses on certain investments in marketable equity securities, and changes in the fair value of certain derivative financial instruments qualifying as cash flow hedges. We do not provide income taxes on currency translation adjustments, as the earnings from our non-U.S. subsidiaries are considered to be indefinitely reinvested. The following table summarizes our accumulated other comprehensive income (loss) activity for the years ended December 31, 2006, 2005, and 2004 (in millions):

	Currency Translations			Net Investment Hedges			Pension Liability Adjustments(A)			Other Adjustments, Net			Total
Balance, December 31, 2003	$	379		$	57		$	(301	)	$	(2	)	$	133
2004 Pre-tax activity		305			(44	)		(36	)		5			230
2004 Tax effect		—			16			13			(2	)		27
Balance, December 31, 2004		684			29			(324	)		1			390
2005 Pre-tax activity		(303	)		86			37			(4	)		(184	)
2005 Tax effect		—			(32	)		(14	)		2			(44	)
Balance, December 31, 2005		381			83			(301	)		(1	)		162
2006 Pre-tax activity		211			(44	)		(309	)		17			(125	)
2006 Tax effect		—			16			96			(6	)		106
Balance, December 31, 2006	$	592		$	55		$	(514	)	$	10		$	143

^(A) The 2006 activity includes the impact of adopting SFAS 158.

During 2005, we recorded a $7 million loss ($4 million net of tax) on our investment in certain marketable equity securities, after concluding that the unrealized loss on our investment was other than temporary. As of December 31, 2006, the gross unrealized gain related to this investment was approximately $13 million. The aggregate fair value of this investment was approximately $47 million and $30 million at December 31, 2006 and 2005, respectively.

Refer to Note 9 for additional information about our pension liability adjustments and Note 5 for additional information about our net investment hedges.

Note 14

SHARE REPURCHASE PROGRAM

Under the 1996 and 2000 share repurchase programs we are authorized to repurchase up to 60 million shares, of which we have repurchased a total of 26.7 million shares. We can repurchase shares in the open market and in privately negotiated transactions. In 2006, 2005, and 2004 there were no share repurchases under these share repurchase programs.

We consider market conditions and alternative uses of cash and/or debt, balance sheet ratios, and shareowner returns when evaluating share repurchases. Repurchased shares are added to treasury stock and are available for general corporate purposes, including acquisition financing and the funding of various employee benefit and compensation plans.

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Notes to Consolidated Financial Statements—(Continued)

Note 15

OPERATING SEGMENTS

We operate in one industry within two geographic regions, North America and Europe, which represent our operating segments. These segments derive their revenues from marketing, producing, and distributing bottle and can nonalcoholic beverages. There are no material amounts of sales or transfers between North America and Europe and no significant U.S. export sales. In North America, Wal-Mart Stores, Inc accounted for approximately 10 percent of our 2006 net operating revenues. No single customer accounted for more than 10 percent of our 2006 net operating revenues in Europe.

We evaluate our operating segments separately to individually monitor the different factors affecting their financial performance. Segment income or loss includes substantially all of the segment’s cost of production, distribution, and administration. Our information technology, share-based compensation, and debt portfolio are all managed on a global basis and, therefore, expenses and/or costs attributable to these items are included in our corporate operating segment. In addition, certain administrative expenses for departments that support our segments such as legal, accounting, and risk management are included in our corporate operating segment. We evaluate segment performance and allocate resources based on several factors, of which net revenues and operating income are the primary financial measures.

The following table summarizes selected financial information related to our operating segments for the years ended December 31, 2006, 2005, and 2004 (in millions):

	North America(A)			Europe(B)		Corporate			Consolidated
2006
Net operating revenues	$	14,221		$	5,583	$	—		$	19,804
Operating (loss) income(C)		(1,711	)		718		(502	)		(1,495	)
Interest expense, net		—			—		633			633
Depreciation and amortization		699			250		63			1,012
Long-lived assets		13,179			5,875		480			19,534
Capital asset investments		568			232		82			882
2005
Net operating revenues	$	13,492		$	5,251	$	—		$	18,743
Operating income(D)		1,175			730		(474	)		1,431
Interest expense, net(E)		—			—		633			633
Depreciation and amortization		725			268		51			1,044
Long-lived assets		16,161			5,288		513			21,962
Capital asset investments		524			262		116			902
2004
Net operating revenues	$	12,907		$	5,283	$	—		$	18,190
Operating income(F)		1,184			737		(485	)		1,436
Interest expense, net		—			—		619			619
Depreciation and amortization		731			277		60			1,068
Long-lived assets		16,529			5,944		617			23,090
Capital asset investments		534			320		95			949

^(A) Canada contributed approximately 9 percent of North America’s net operating revenues during 2006 and 2005 and 8 percent during 2004. At December 31, 2006, 2005, and 2004, Canada’s long-lived assets represented approximately 13 percent, 12 percent, and 12 percent of North America’s long-lived assets, respectively.

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Notes to Consolidated Financial Statements—(Continued)

^(B) Great Britain contributed approximately 45 percent, 46 percent, and 47 percent of Europe’s net operating revenues during 2006, 2005, and 2004, respectively.

^(C) In 2006, our operating income in North America, Europe, and Corporate included restructuring charges totaling $16 million, $40 million, and $10 million, respectively. Our operating income in North America also included a $2.9 billion non-cash impairment charge to reduce the carrying amount of our North American franchise license intangible assets to their estimated fair value. Our Corporate operating income included a $35 million increase in compensation expense related to adoption of SFAS 123R on January 1, 2006 and expenses totaling $14 million related to the settlement of litigation. For additional information about the non-cash franchise impairment charge, the adoption of SFAS 123R, and our restructuring activities, refer to Notes 1, 11, and 16, respectively.

^(D) In 2005, our operating income in North America, Europe, and Corporate included restructuring charges totaling $40 million, $5 million, and $35 million, respectively. Our operating income in North America also included (1) a reduction in our cost of sales from the receipt of $53 million in proceeds related to the settlement of litigation against suppliers of HFCS and (2) a $28 million charge for asset write-offs associated with damage caused by Hurricanes Katrina, Rita, and Wilma.

^(E) In 2005, our interest expense included an $8 million net loss resulting from the early extinguishment of certain debt obligations in conjunction with the repatriation of non-U.S. earnings.

^(F) In 2004, our operating income in North America included a $41 million increase in our cost of sales related to the transition to a new concentrate price structure with TCCC.

Note 16

RESTRUCTURING ACTIVITES

During the years ended December 31, 2006 and 2005, we recorded restructuring charges totaling $66 million and $80 million, respectively. These charges, included in SD&A expenses, were primarily related to (1) workforce reductions associated with the reorganization of our North American operations into six United States business units and Canada; (2) the reorganization of certain aspects of our operations in Europe; (3) changes in our executive management; and (4) the elimination of certain corporate headquarters positions. The reorganization of our North American operations (1) has resulted in a simplified and flatter organizational structure; (2) has helped facilitate a closer interaction between our front-line employees and our customers; and (3) will provide long-term cost savings through improved administrative and operating efficiencies. Similarly, the reorganization of certain aspects of our operations in Europe has helped improve operating effectiveness and efficiency while enabling our front-line employees to better meet the needs of our customers. We were substantially complete with these restructuring activities by the end of 2006.

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Notes to Consolidated Financial Statements—(Continued)

The following table summarizes our restructuring activities for the years ended December 31, 2006 and 2005 (in millions):

	Severance Pay and Benefits			Consulting, Relocation, and Other			Total
Balance at December 31, 2004	$	—		$	—		$	—
Provision		61			19			80
Cash payments		(18	)		(19	)		(37	)
Non-cash		(10	)		—			(10	)
Balance at December 31, 2005		33			—			33
Provision		45			21			66
Cash payments		(41	)		(14	)		(55	)
Non-cash		(4	)		—			(4	)
Balance at December 31, 2006	$	33		$	7		$	40

The following table summarizes the total restructuring costs incurred by operating segment for the years ended December 31, 2006 and 2005 (in millions):

	2006		2005
North America	$	16	$	40
Europe		40		5
Corporate		10		35
Consolidated	$	66	$	80

Note 17

OTHER EVENTS

Central Acquisition

On February 28, 2006, we acquired the bottling operations of Central Coca-Cola Bottling Company, Inc. (“Central”) for a total purchase price of $106 million, net of cash acquired. The acquisition of Central, which operates in parts of Virginia, West Virginia, Pennsylvania, Maryland, and Ohio, bolsters our customer and supply chain alignment in the United States. Based upon our preliminary purchase price allocation, we have assigned a value of $6 million to customer relationships, $81 million to franchise license rights, and $28 million to non-deductible goodwill. The value of the customer relationships is being amortized over a period of 15 years. We have assigned an indefinite life to the franchise license rights since our domestic cola franchise license agreements with TCCC do not expire and our domestic non-cola franchise license agreements with TCCC can be renewed for additional terms with minimal cost (refer to Note 1 for additional information about our franchise license agreements with TCCC). The preliminary purchase price allocation is subject to change and will be revised, as necessary, based upon the final determination of the fair value of the assets and liabilities assumed as of the date of the acquisition. In connection with this acquisition, we recorded a liability as of the acquisition date totaling $1 million for costs associated with the severance and relocation of certain Central employees and the elimination of duplicate facilities. The operating results of Central have been included in our Consolidated Statement of Operations since the date of acquisition. This acquisition did not have a material impact on our Consolidated Financial Statements.

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Notes to Consolidated Financial Statements—(Continued)

Hurricanes

During the latter part of 2005, Hurricanes Katrina, Rita, and Wilma negatively impacted our operations throughout the areas affected by the hurricanes. We sustained damage to several of our production and distribution facilities and had large quantities of vending equipment and inventory damaged or destroyed. We also experienced increased costs in the aftermath of the hurricanes, including higher fuel prices, nonproductive labor expenses, outsourced services, and extra storage space. As a result of these hurricanes, we recorded charges totaling $28 million during 2005, primarily related to (1) the write-off of damaged or destroyed fixed assets; (2) the estimated costs to retrieve and dispose of non-usable vending equipment; and (3) the loss of inventory. Approximately $26 million of the charges were included in SD&A and the remainder were recorded in cost of sales.

Bravo! Foods

In August 2005, we entered into a master distribution agreement (“MDA”) with Bravo! Foods (“Bravo”). Bravo is a producer and distributor of branded, shelf stable, flavored milk products. The MDA is effective October 31, 2005 through August 15, 2015 and may be terminated by either party subsequent to August 15, 2006, subject to a twelve-month notification period. In conjunction with the execution of this agreement, we received from Bravo a warrant to purchase up to 30 million shares of Bravo common stock at $0.36 per share. The warrant is exercisable in whole or in part at any time until August 31, 2008. The estimated fair value of the warrant on the date received was approximately $14 million. We attributed the value of the warrant received to the MDA and are recognizing this amount on a straight-line basis as a reduction to cost of sales over the term of the MDA. On the date the warrant was received, the 30 million shares represented approximately 19 percent of Bravo’s outstanding common stock. We account for the warrant at cost due to the limited market for Bravo! shares. As of December 31, 2006, the warrant had an estimated fair value of approximately $4 million. We have concluded that the unrealized loss on this warrant is temporary and we have the intent and ability to continue to hold this investment.

Note 18

SUBSEQUENT EVENT

In February 2007, we announced a restructuring program to support the implementation of key strategic initiatives designed to achieve long-term sustainable growth. This restructuring program will impact certain aspects of our North American and European operations as well as our corporate headquarters. Through this restructuring program we will (1) enhance standardization in our operating structure and business practices; (2) create a more efficient supply chain and order fulfillment structure; and (3) improve customer service in North America through the implementation of a new selling system for smaller customers. These restructuring activities are expected to result in a charge of approximately $300 million, including transition costs, and a net job reduction of approximately 5 percent of our total workforce, or approximately 3,500 positions. The majority of the expense is expected to be recognized in 2007 and 2008.

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Notes to Consolidated Financial Statements—(Continued)

Note 19

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following table summarizes our quarterly financial information for the years ended December 31, 2006 and 2005 (in millions, except per share data):

2006	First(A)		Second(B)		Third(C)		Fourth(D)			Fiscal Year
Net operating revenues	$	4,333	$	5,467	$	5,218	$	4,786		$	19,804
Gross profit		1,737		2,176		2,037		1,868			7,818
Operating income (loss)		176		539		448		(2,658	)		(1,495	)
Net income (loss)		16		339		213		(1,711	)		(1,143	)
Basic net income (loss) per share(E)	$	0.03	$	0.71	$	0.45	$	(3.59	)	$	(2.41	)
Diluted net income (loss) per share(E)	$	0.03	$	0.71	$	0.44	$	(3.59	)	$	(2.41	)
2005	First		Second(B)		Third(C)		Fourth(D)			Fiscal Year
Net operating revenues	$	4,203	$	5,138	$	4,907	$	4,495		$	18,743
Gross profit		1,685		2,120		1,985		1,768			7,558
Operating income		220		582		423		206			1,431
Net income (loss)		46		333		192		(57	)		514
Basic net income (loss) per share(E)	$	0.10	$	0.71	$	0.41	$	(0.12	)	$	1.09
Diluted net income (loss) per share(E)	$	0.10	$	0.70	$	0.40	$	(0.12	)	$	1.08

^(A) Net income in the first quarter of 2006 included a $39 million ($26 million net of tax, or $0.06 per diluted common share) charge for restructuring activities, primarily in Europe, and an $8 million ($5 million net of tax, or $0.01 per diluted common share) increase in compensation expense as a result of adopting SFAS 123R.

^(B) Net income in the second quarter of 2006 included (1) an $8 million ($5 million net of tax, or $0.01 per diluted common share) charge for restructuring activities, primarily in Europe; (2) a $9 million ($6 million net of tax, or $0.01 per diluted common share) increase in compensation expense as a result of adopting SFAS 123R; and (3) a $71 million ($0.15 per diluted common share) tax benefit for state tax law changes and Canadian federal and provincial tax rate changes. Net income in the second quarter of 2005 included (1) a $48 million ($30 million net of tax, or $0.06 per diluted common share) decrease in our cost of sales from the receipt of proceeds related to the settlement of litigation against suppliers of HFCS; (2) an $8 million ($5 million net of tax, or $0.01 per diluted common share) charge for restructuring activities, primarily in North America; and (3) a $34 million ($0.07 per diluted common share) tax benefit primarily due to state tax rate changes.

^(C) Net income in the third quarter of 2006 included a $5 million ($3 million net of tax, or $0.01 per diluted common share) charge for restructuring activities, primarily in Europe, and a $9 million ($6 million net of tax, or $0.01 per diluted common share) increase in compensation expense as a result of adopting SFAS 123R. Net income in the third quarter of 2005 included a $24 million ($15 million net of tax, or $0.04 per diluted common share) charge for restructuring activities, primarily in North America, and a $24 million ($15 million net of tax, or $0.03 per diluted common share) charge for asset write-offs associated with damage caused by Hurricanes Katrina, Rita, and Wilma.

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Notes to Consolidated Financial Statements—(Continued)

^(D) Net income in the fourth quarter of 2006 included (1) a $2.9 billion ($1.8 billion net of tax, or $3.80 per common share) non-cash impairment charge to reduce the carrying amount of our North American franchise license intangible assets to their estimated value; (2) a $14 million ($10 million net of tax, or $0.02 per common share) charge for restructuring activities, primarily in Europe; (3) a $9 million ($5 million net of tax, or $0.01 per common share) increase in compensation expense as a result of adopting FAS 123R; (4) a $14 million ($8 million net of tax, or $0.02 per common share) expense related to the settlement of litigation; and (5) a $24 million ($0.05 per common share) tax benefit for state tax law changes, Canadian federal and provincial tax rate changes, and for the revaluation of various income tax obligations. Net income in the fourth quarter of 2005 included (1) a $5 million ($3 million net of tax, or $0.01 per diluted common share) decrease in our cost of sales from the receipt of proceeds related to the settlement of litigation against suppliers of HFCS; (2) a $48 million ($30 million net of tax, or $0.06 per diluted common share) charge for restructuring activities, primarily in North America; (3) a $4 million ($2 million net of tax) charge for asset write-offs associated with damage caused by Hurricanes Katrina, Rita, and Wilma; (4) a $128 million ($0.27 per diluted common share) income tax provision related to the repatriation of non-U.S. earnings; (5) an $8 million ($5 million net of tax, or $0.01 per diluted common share) net loss resulting from the early extinguishment of certain debt obligations in conjunction with the repatriation of non-U.S. earnings; and (6) a $32 million ($0.06 per diluted common share) tax benefit primarily for state tax rate changes and for the revaluation of various income tax obligations.

^(E) Basic and diluted earnings per share are computed independently for each of the quarters presented. As such, the summation of the quarterly amounts may not equal the total basic and diluted earnings per share reported for the year.

110

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

Coca-Cola Enterprises Inc., under the supervision and with the participation of management, including the chief executive officer and the chief financial officer, evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act)”) as of the end of the period covered by this report. Based on that evaluation, the chief executive officer and the chief financial officer concluded that our disclosure controls and procedures are effective in timely making known to them material information required to be disclosed in our reports filed or submitted under the Exchange Act. During the fourth quarter of 2006, we successfully implemented a new accounts receivable system in the United States. As a result, certain processes were standardized across the United States. Other than the implementation of this system, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

See “FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA — Report of Management and Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” in ITEM 8.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information about our directors is in our 2007 Proxy Statement under the heading “Governance of the Company — Current Board of Directors and Nominees for Election” and is incorporated into this report by reference.

Information about compliance with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, by our executive officers and directors, persons who own more than ten percent of our common stock, and their affiliates who are required to comply with such reporting requirements, is in our 2007 Proxy Statement under the heading “Security Ownership of Directors and Officers — Section 16(a) Beneficial Ownership Reporting Compliance,” and information about the Audit Committee and the Audit Committee Financial Expert is in our 2007 Proxy Statement under the heading “Governance of the Company — Committees of the Board — Audit Committee,” all of which is incorporated into this report by reference.

The information required by this item concerning our executive officers is contained in this report in Part I, Item 1, “BUSINESS — EXECUTIVE OFFICERS OF THE REGISTRANT.”

We have adopted a Code of Business Conduct for our employees and directors, including, specifically our executive officers. A copy of the code is posted on our website (http://www.cokecce.com). If we amend the code, or grant any waivers under the code, that are applicable to our directors, chief executive officer, or other persons subject to our securities trading policy — which we do not anticipate doing — then we will promptly post that amendment or waiver on our website.

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ITEM 11. EXECUTIVE COMPENSATION

Information about director compensation is in our 2007 Proxy Statement under the heading “Governance of the Company — Director Compensation,” and information about executive compensation is in our 2007 Proxy Statement under the heading “Executive Compensation,” all of which is incorporated into this report by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information about securities authorized for issuance under equity compensation plans is in our 2007 Proxy Statement under the heading “Equity Compensation Plan Information,” and information about ownership of our common stock by certain persons is in our 2007 Proxy Statement under the headings “Principal Shareowners” and “Security Ownership of Directors and Officers,” all of which is incorporated into this report by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information about certain transactions between us, The Coca-Cola Company and its affiliates, and certain other persons is in our 2007 Proxy Statement under the heading “Certain Relationships and Related Transactions” and is incorporated into this report by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information about the fees and services provided to us by Ernst & Young LLP is in our 2007 Proxy Statement under the heading “Matters that May be Brought before the Annual Meeting — Ratification of Appointment of Independent Registered Public Accounting Firm” and is incorporated into this report by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements.    The following documents are filed as a part of this report:

Report of Management.

Report of Independent Registered Public Accounting Firm on Financial Statements.

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.

Consolidated Statements of Operations — Years ended December 31, 2006, 2005, and 2004.

Consolidated Balance Sheets — December 31, 2006 and 2005.

Consolidated Statements of Cash Flows — Years ended December 31, 2006, 2005, and 2004.

Consolidated Statements of Shareowners’ Equity — Years ended December 31, 2006, 2005, and 2004.

Notes to Consolidated Financial Statements.

(2) Financial Statement Schedules.    The following financial statement schedule is included in this report:

Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2006, 2005, and 2004 F-2

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All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted either because they are not required under the related instructions or because they are not applicable.

(3) Exhibits.

Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
3.1	—	Restated Certificate of Incorporation of Coca-Cola Enterprises (restated as of April 15, 1992) as amended by Certificate of Amendment dated April 21, 1997 and by Certificate of Amendment dated April 26, 2000.	Exhibit 3 to our Current Report on Form 8-K (Date of Report: July 22, 1997); Exhibit 3.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000.
3.2	—	Bylaws of Coca-Cola Enterprises, as amended through February 9, 2007.	Exhibit 3(ii) to our Current Report on Form 8-K (Date of Report: February 9, 2007).
4.1	—	Indenture dated as of July 30, 1991, together with the First Supplemental Indenture thereto dated January 29, 1992, between Coca-Cola Enterprises and The Chase Manhattan Bank, formerly known as	Exhibit 4.1 to our Current Report on Form 8-K (Date of Report: July 30, 1991); Exhibits 4.01 and 4.02 to our Current Report on Form 8-K (Date of Report: January 29, 1992); Exhibit 4.01 to our
		Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as Trustee, with regard to certain unsecured and unfunded debt securities of Coca-Cola Enterprises, and forms of notes and debentures issued thereunder.	Current Report on Form 8-K (Date of Report: September 8, 1992); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: September 15, 1993); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: May 12, 1995); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: September 25, 1996); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: October 3, 1996); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: November 15, 1996); Exhibit 4.3 to our Current Report on Form 8-K (Date of Report: July 22, 1997); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: December 2, 1997); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: January 6, 1998); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: May 13, 1998); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: September 8, 1998); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: September 18, 1998); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: October 28, 1998); Exhibit 4.01 to our Current Report on Form 8-K/A (Date of Report: September 16, 1999); Exhibit 4.02 to our Current Report on Form 8-K (Date of Report: August 9, 2001); Exhibit 4.01 to our Current Report on Form 8-K (Date of Report: September 9, 2002); Exhibit 4.02 to our Current Report on Form 8-K (Date of Report: September 29, 2003).

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Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
4.2	—	Instrument of Resignation of Resigning Trustee, Appointment of Successor Trustee and Acceptance among Coca-Cola Enterprises, JPMorgan Chase Bank, and Deutsche Bank Trust Company Association, dated as of December 1, 2006.	Filed herewith.
4.3	—	Medium-Term Notes Issuing and Paying Agency Agreement dated as of October 24, 1994, between Coca-Cola Enterprises and The Chase Manhattan Bank, formerly known as Chemical Bank, as issuing and paying agent, including as Exhibit B thereto the form of Medium-Term Note issuable thereunder.	Exhibit 4.2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
4.4	—	Five Year Credit Agreement among Coca-Cola Enterprises, Coca-Cola Enterprises (Canada) Bottling Finance Company, the initial Lenders named therein, and Citibank, N.A. as Administrative Agent and Bank of America, N.A. and Deutsche Bank Securities Inc., as Co-Syndication Agents.	Filed herewith.
Certain instruments which define the rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Commission upon request.
10.1	—	Coca-Cola Enterprises 1997 Stock Option Plan.*	Exhibit 10.11 to our Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
10.2	—	Coca-Cola Enterprises 1999 Stock Option Plan.*	Exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
10.3	—	Coca-Cola Enterprises Executive Pension Plan (Amended and Restated January 1, 2002).*	Exhibit 10.8 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
10.4	—	1997 Director Stock Option Plan.*	Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
10.5	—	Coca-Cola Enterprises 2001 Restricted Stock Award Plan.*	Exhibit 10.17 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.

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Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
10.6	—	Coca-Cola Enterprises 2001 Stock Option Plan.*	Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
10.7	—	Coca-Cola Enterprises Executive Management Incentive Plan (Effective January 1, 2005).*	Exhibit 99.1 to our Current Report on Form 8-K (Date of Report: April 29, 2005).
10.8	—	Coca-Cola Enterprises Inc. Supplemental Matched Employee Savings and Investment Plan (Amended and Restated January 1, 2002).*	Exhibit 10.15 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
10.9	—	Coca-Cola Enterprises Executive Retiree Medical Plan.*	Exhibit 10.20 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
10.10	—	Form of Stock Option Agreement under the Coca-Cola Enterprises 2001 Stock Option Plan.*	Exhibit 99.1 to our Current Report on Form 8-K (Date of Report: December 13, 2004).
10.11	—	Form of Stock Option Agreement for Nonemployee Directors under the Coca-Cola Enterprises 2001 Stock Option Plan.*	Exhibit 99.2 to our Current Report on Form 8-K (Date of Report: December 13, 2004).
10.12	—	Form of Restricted Stock Award Agreement under the Coca-Cola Enterprises 2001 Restricted Stock Award Plan.*	Exhibit 99.3 to our Current Report on Form 8-K (Date of Report: December 13, 2004).
10.13	—	Coca-Cola Enterprises 2004 Stock Award Plan.*	Exhibit 10.18 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.14	—	Form of Deferred Stock Unit Award Agreement in connection with the 2004 Stock Award Plan.*	Exhibit 99.1 to our Current Report on Form 8-K (Date of Report: April 25, 2005).
10.15	—	Form of Stock Option Grant Agreement in connection with the 2004 Stock Award Plan.*	Exhibit 99.2 to our Current Report on Form 8-K (Date of Report: April 25, 2005).
10.16	—	Form of Stock Option Grant to Nonemployee Directors Agreement in connection with the 2004 Stock Award Plan.*	Exhibit 99.3 to our Current Report on Form 8-K (Date of Report: April 25, 2005).
10.17	—	Form of Restricted Stock Award Agreement in connection with the 2004 Stock Award Plan.*	Exhibit 99.4 to our Current Report on Form 8-K (Date of Report: April 25, 2005).

115

Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
10.18	—	Summary Plan Description for Coca-Cola Enterprises Executive Long-Term Disability Plan.*	Filed herewith.
10.19	—	Executive Severance Guidelines approved by the Compensation Committee of the Board of Directors on October 25, 2005.*	Exhibit 10.1 to our Current Report on Form 8-K (Date of Report: October 25, 2005).
10.20	—	Consulting Agreement between Coca-Cola Enterprises and Lowry F. Kline, effective October 25, 2006.*	Filed herewith.
10.21	—	Letter dated April 25, 2006 from Coca-Cola Enterprises Inc. to John F. Brock.*	Exhibit 10 to Current Report on Form 8-K (Date of Report: April 25, 2006).
10.22	—	Form of Stock Option Agreement (Chief Executive Officer).*	Exhibit 10.1 to Current Report on Form 8-K (Date of Report: August 3, 2006).
10.23	—	Form of Deferred Stock Unit Agreement (Chief Executive Officer) in connection with the 2004 Stock Award Plan.*	Filed herewith.
10.24	—	Form of Stock Option Grant Agreement (Senior Officers) in connection with the 2004 Stock Award Plan.*	Exhibit 10.3 to Current Report on Form 8-K (Date of Report: August 3, 2006).
10.25	—	Form of Deferred Stock Unit Agreement (Senior Officers) in connection with the 2004 Stock Award Plan.*	Filed herewith.
10.26	—	Form of Stock Option Grant Agreement (Senior Officers residing in the United Kingdom) in connection with the 2004 Stock Award Plan.*	Exhibit 10.5 to Current Report on Form 8-K (Date of Report: August 3, 2006).
10.27	—	Form of Deferred Stock Unit Agreement (Senior Officers residing in the United Kingdom) in connection with the 2004 Stock Award Plan.*	Filed herewith.
10.28	—	Form of Director Deferred Stock Unit Award Agreement.*	Exhibit 10.1 to Current Report on Form 8-K (Date of Report: October 23, 2006).
10.29	—	Coca-Cola Enterprises Deferred Compensation Plan for Nonemployee Directors (As Amended and Restated effective January 1, 2005) .*	Exhibit 10.2 to Current Report on Form 8-K (Date of Report: October 23, 2006).
10.30	—	Coca-Cola Enterprises Stock Deferral Plan (As Amended and Restated Effective January 1, 2005).*	Exhibit 10.1 to Current Report on Form 8-K (Date of Report: December 14, 2006).

116

Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
10.31	—	Tax Sharing Agreement dated November 12, 1986 between Coca-Cola Enterprises and The Coca-Cola Company.	Exhibit 10.1 to our Registration Statement on Form S-1, No. 33-9447.
10.32	—	Registration Rights Agreement dated November 12, 1986 between Coca-Cola Enterprises and The Coca-Cola Company.	Exhibit 10.3 to our Registration Statement on Form S-1, No. 33-9447.
10.33	—	Registration Rights Agreement dated as of December 17, 1991 among Coca-Cola Enterprises, The Coca-Cola Company and certain stockholders of Johnston Coca-Cola Bottling Group named therein.	Exhibit 10 to our Current Report on Form 8-K (Date of Report: December 18, 1991).
10.34	—	Form of Bottle Contract.	Exhibit 10.24 to our Annual Report on Form 10-K for the fiscal year ended December 30, 1988.
10.35	—	Sweetener Sales Agreement — Bottler between The Coca-Cola Company and various Coca-Cola Enterprises bottlers, dated October 15, 2002.	Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 27, 2002.
10.36	—	Can Supply Agreement, dated as of January 1, 1999, between American National Can Company and Coca-Cola Enterprises.**	Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by American National Can Group, Inc. with the Securities and Exchange Commission under File No. 1-15163, for the period ended September 30, 1999.
10.37	—	Amendment to Can Supply Agreement, dated as of June 25, 2002, between Rexam Beverage Can Company and Coca-Cola Enterprises.**	Exhibit 99 to our Registration Statement on Form S-3, No. 333-100543.
10.38	—	Amendment (Letter Agreement) to Can Supply Agreement dated June 25, 2002 between Rexam Beverage Can Company and Coca-Cola Enterprises.**	Exhibit 10.28 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.39	—	Amendment (Letter Agreement) to Can Supply Agreement, dated September 3, 2003, between Rexam Beverage Can Company and Coca-Cola Enterprises.**	Exhibit 10.29 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
10.40	—	Share Repurchase Agreement dated January 1, 1991 between The Coca-Cola Company and Coca-Cola Enterprises.	Exhibit 10.44 to our Annual Report on Form 10-K for the fiscal year ended December 28, 1990.
10.41	—	Form of Bottler’s Agreement.	Exhibit 10.33 to our Annual Report on Form 10 -K for the fiscal year ended December 31, 1996.

117

Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
10.42	—	Supplemental Agreement with effect from October 6, 2000 among The Coca-Cola Company, The Coca-Cola Export Corporation, Bottling Holdings (Netherlands) B.V., Coca-Cola Enterprises Belgium, Coca-Cola Enterprise, Coca-Cola Enterprises Nederland B.V., Coca-Cola Enterprises Limited, and La Société de Boissons Gazeuses de la Côte d’Azur, S.A.	Exhibit 10.30 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
10.43	—	1999 – 2008 Cold Drink Equipment Purchase Partnership Program for the United States between Coca-Cola Enterprises and The Coca-Cola Company, as amended and restated January 23, 2002.**	Exhibit 10.1 to our Current Report on Form 8-K (Date of Report: January 23, 2002); Exhibit 10.1 to our Current Report on Form 8-K/A (Amendment No. 1) (Date of Report: January 23, 2002).
10.44	—	Letter Agreement dated August 9, 2004 amending the 1999 – 2010 Cold Drink Equipment Purchase Partnership Program (United States).**	Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended July 2, 2004.
10.45	—	Letter agreement, dated December 20, 2005, by and between Coca-Cola Enterprises and The Coca-Cola Company, amending and restating 1999 – 2010 Cold Drink Equipment Purchase Partnership Program.**	Exhibit 10.1 to our Current Report on Form 8-K (Date of Report: December 20, 2005).
10.46	—	Cold Drink Equipment Purchase Partnership Program for Europe between Coca-Cola Enterprises and The Coca-Cola Company, as amended and restated January 23, 2002.**	Exhibit 10.2 to our Current Report on Form 8-K (Date of Report: January 23, 2002); Exhibit 10.2 to our Current Report on Form 8-K/A (Amendment No. 1) (Date of Report: January 23, 2002).
10.47	—	Amendment dated February 8, 2005 between Coca-Cola Enterprises and The Coca-Cola Export Corporation to Cold Drink Equipment Purchase Partnership Program of January 23, 2002.**	Exhibit 10 to our Current Report on Form 8-K (Date of Report: February 8, 2005); Exhibit 10 to our Current Report on Form 8-K/A (Amendment No. 1) (Date of Report: February 8, 2005).
10.48	—	1998-2008 Cold Drink Equipment Purchase Partnership Program for Canada between Coca-Cola Enterprises and The Coca-Cola Company, as amended and restated January 23, 2002.**	Exhibit 10.3 to our Current Report on Form 8-K (Date of Report: January 23, 2002); Exhibit 10.3 to our Current Report on Form 8-K/A (Amendment No. 1) (Date of Report: January 23, 2002).
10.49	—	Letter Agreement dated August 9, 2004 amending the 1999 – 2010 Cold Drink Equipment Purchase Partnership Program (Canada).**	Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended July 2, 2004.

118

Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
10.50	—	Letter Agreement dated December 20, 2005, by and between Coca-Cola Bottling Company and Coca-Cola Ltd., amending and restating 1998 – 2010 Cold Drink Equipment Purchase Partnership Program.**	Exhibit 10.2 to our Current Report on Form 8-K (Date of Report: December 20, 2005).
10.51	—	Letter Agreement dated May 1, 2006 from The Coca-Cola Company to Coca-Cola Enterprises Inc. amending the U.S. and Canada Cold Drink Equipment Purchase Partnership Programs.	Exhibit 10.1 to Current Report on Form 8-K (Date of report: May 9, 2006).
10.52	—	Agreement for Marketing Programs with The Coca-Cola Company in the former Herb bottling territories, between Coca-Cola Enterprises and The Coca-Cola Company.	Exhibit 10.32 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
10.53	—	Growth Initiative Program agreement with The Coca-Cola Company dated April 15, 2002.	Exhibit 10 to our Quarterly Report on Form 10-Q for the quarter ended March 29, 2002.
10.54	—	Letter agreement dated March 11, 2003 between The Coca-Cola Company and Coca-Cola Enterprises amending Growth Initiative Program agreement dated April 15, 2002.	Exhibit 10.44 to our Current Report on Form 10-K for the fiscal year ended December 31, 2002.
10.55	—	Letter Agreement dated July 13, 2004 terminating the Growth Initiative Program, eliminating SMF funding, and providing a new concentrate pricing schedule.	Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended July 2, 2004.
10.56	—	Letter Agreement dated July 13, 2004 between The Coca-Cola Company and Coca-Cola Enterprises establishing a Global Marketing Fund.	Exhibit 10.43 to our Annual Report on Form 10-K for the year ended December 31, 2004.
10.57	—	Undertaking from Bottling Holdings (Luxembourg), dated October 19, 2004, relating to various commercial practices that had been under investigation by the European Commission.	Exhibit 99.1 to our Current Report on Form 8-K (Date of Report: October 19, 2004).
10.58	—	Final Undertaking from Bottling Holdings (Luxembourg) adopted by European Commission on June 22, 2005.	Exhibit 99.1 to our Current Report on Form 8-K (Date of Report: June 22, 2005).
12	—	Statement re computation of ratios.	Filed herewith.
21	—	Subsidiaries of the Registrant.	Filed herewith.
23	—	Consent of Independent Registered Public Accounting Firm.	Filed herewith.

119

Exhibit Number		Description	Incorporated by Reference or Filed Herewith. Our Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300. Our Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing.
24	—	Powers of Attorney.	Filed herewith.
31.1	—	Certification by John F. Brock, President and Chief Executive Officer of Coca-Cola Enterprises pursuant to §302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. §7241).	Filed herewith.
31.2	—	Certification by William W. Douglas III, Senior Vice President and Chief Financial Officer of Coca-Cola Enterprises pursuant to §302 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. §7241).	Filed herewith.
32.1	—	Certification by John F. Brock, President and Chief Executive Officer of Coca-Cola Enterprises pursuant to §906 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. §1350).	Filed herewith.
32.2	—	Certification by William W. Douglas III, Senior Vice President and Chief Financial Officer of Coca-Cola Enterprises pursuant to §906 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. §1350).	Filed herewith.

* Management contracts and compensatory plans or arrangements required to be filed as exhibits to this form pursuant to Item 15(b).

** The filer has requested confidential treatment with respect to portions of this document.

(b) Exhibits

See Item 15(a)(3) above.

(c) Financial Statement Schedules

See item 15(a)(2) above.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COCA-COLA ENTERPRISES INC. (Registrant)
By:	/s/    JOHN F. BROCK
	John F. Brock
	President and Chief Executive Officer

Date: February 16, 2007

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/S/    JOHN F. BROCK         (John F. Brock)	President and Chief Executive Officer and a Director	February 16, 2007
/S/    WILLIAM W. DOUGLAS III         (William W. Douglas III)	Senior Vice President and Chief Financial Officer (principal financial officer)	February 16, 2007
/S/    CHARLES D. LISCHER         (Charles D. Lischer)	Vice President, Controller and Chief Accounting Officer (principal accounting officer)	February 16, 2007
* (Lowry F. Kline)	Chairman of the Board and a Director	February 16, 2007
* (Fernando Aguirre)	Director	February 16, 2007
* (James E. Copeland, Jr.)	Director	February 16, 2007
* (Calvin Darden)	Director	February 16, 2007
* (J. Trevor Eyton)	Director	February 16, 2007
* (Gary P. Fayard)	Director	February 16, 2007
* (Irial Finan)	Director	February 16, 2007

121

Signature	Title	Date
* (Marvin J. Herb)	Director	February 16, 2007
* (L. Phillip Humann)	Director	February 16, 2007
* (Donna A. James)	Director	February 16, 2007
* (Summerfield K. Johnston, III)	Director	February 16, 2007
* (Paula R. Reynolds)	Director	February 16, 2007

*By:	/S/    JOHN J. CULHANE
	John J. Culhane
	Attorney-in-Fact

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INDEX TO FINANCIAL STATEMENT SCHEDULE

	Page
Schedule II — Valuation and Qualifying Accounts for the years ended December 31, 2006, 2005, and 2004	F-2

F-1

COCA-COLA ENTERPRISES INC.

10-K SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(In Millions)

Column A	Column B		Column C					Column D			Column E
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts— Describe		Deductions— Describe			Balance at End of Period
Fiscal Year Ended:
December 31, 2006
Allowances for losses on trade accounts	$	40	$	17		$	—	$	7	(A)	$	50	(B)
Valuation allowances for deferred tax assets		74		4			—		—	(C)		78
Fiscal Year Ended:
December 31, 2005
Allowances for losses on trade accounts		43		14			—		17	(A)		40	(B)
Valuation allowances for deferred tax assets		88		(3	)		—		11	(D)		74
Fiscal Year Ended:
December 31, 2004
Allowances for losses on trade accounts		46		2			—		5	(A)		43	(B)
Valuation allowances for deferred tax assets		125		13			—		50	(E)		88

^(A) Charge-offs of/adjustments for uncollectible accounts, net.

^(B) Our allowances for losses on trade accounts receivable represent an estimate for losses related to bad debts and billing adjustments. The deductions presented in this table represent the activity specifically related to bad debts.

^(C) Valuation allowance increase of $4 million for changes to state net operating loss carryforward assets, offset by a $4 million reduction due to net operating loss expirations.

^(D) Valuation allowance reductions of $6 million for changes to state net operating loss carryforward assets and $5 million due to net operating loss expirations.

^(E) Valuation allowance reductions of $29 million for changes to state net operating loss carryforward assets and $21 million due to net operating loss expirations.

F-2

EX-4.2

EXHIBIT 4.2

EXECUTION VERSION

INSTRUMENT OF RESIGNATION OF RESIGNING TRUSTEE, APPOINTMENT OF

SUCCESSOR TRUSTEE AND ACCEPTANCE

INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Agreement”) entered into as of December 1, 2006 among Coca-Cola Enterprises Inc., a Delaware corporation (the “Issuer”), JPMorgan Chase Bank, N.A., a national banking association, as successor in interest to Manufacturers Hanover Trust Company (“Resigning Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation (“Successor Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer and Resigning Trustee have entered into the Indenture, dated as of July 30, 1991, as supplemented by the First Supplemental Indenture, dated as of January 29, 1992 (as so supplemented, the “Indenture”), which provides for the issuance of the Issuer’s Securities, as set forth on Exhibit A hereto (collectively, the “Notes”); and

WHEREAS, Resigning Trustee has been acting as Trustee under the Indenture; and

WHEREAS, Section 7.08 of the Indenture provides that Resigning Trustee may resign at any time by giving notice thereof to the Issuer; and

WHEREAS, Section 7.08 of the Indenture further provides that the Issuer shall promptly appoint a successor Trustee to fill a vacancy in the office of Trustee under the Indenture; and

WHEREAS, Section 7.08 of the Indenture further provides that any successor Trustee appointed in accordance with the Indenture shall execute, acknowledge and deliver to the Issuer and the retiring Trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, trusts and duties of the retiring Trustee under the Indenture; and

WHEREAS, the Issuer wishes to appoint Successor Trustee as successor Trustee and Agent under the Indenture to succeed Resigning Trustee in such capacities; and

WHEREAS, Successor Trustee is willing to accept such appointment as successor Trustee and Agent under the Indenture on the terms and conditions set forth herein and under the Indenture; and

WHEREAS, Successor Trustee is eligible to act as successor Trustee under the Indenture;

NOW, THEREFORE, pursuant to the provisions of the Indenture and in consideration of the covenants herein contained, it is agreed among the Issuer, Resigning Trustee and Successor Trustee as follows:

1. Pursuant to Section 7.08 of the Indenture, Resigning Trustee hereby resigns as Trustee under the Indenture. Resigning Trustee hereby also resigns as Agent under the Indenture.

2. Resigning Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee all rights, powers, duties and obligations of the Trustee under the Indentures.

3. Resigning Trustee represents and warrants to Successor Trustee that:

(a) Resigning Trustee has made, or promptly will make, available to Successor Trustee originals, if available, or copies in its possession, of all documents relating to the Indenture and all information in the possession of its corporate trust department relating to the administration and status of the Indenture;

(b) to the best of the knowledge of the Responsible Officers of Resigning Trustee assigned to its corporate trust department, no default or Event of Default or any event which upon notice or lapse of time or both would become an Event of Default under the Indenture has occurred and is continuing; and

(c) no covenant or condition contained in the Indenture has been waived by Resigning Trustee or, to the best of the knowledge of the Responsible Officers of Resigning Trustee assigned to its corporate trust department, by the holders of the percentage in aggregate principal amount of the Notes required by the Indenture to effect any such waiver.

4. The Issuer hereby accepts the resignation of Resigning Trustee as Trustee and Agent under the Indenture. Pursuant to the authority vested in it by Section 7.08 of the Indenture, the Issuer hereby appoints Successor Trustee as successor Trustee under the Indenture, with all the rights, powers, trusts and duties heretofore vested in Resigning Trustee under the Indenture. The Issuer also hereby appoints Successor Trustee as successor Agent under the Indenture.

5. The Issuer represents and warrants to Resigning Trustee and Successor Trustee that:

(a) it is validly organized and existing under the laws of the state of its incorporation;

(b) the Notes were validly and lawfully issued;

(c) it has performed or fulfilled each covenant, agreement and condition on its part to be performed or fulfilled under the Indenture;

(d) no default or Event of Default or any event which upon notice or lapse of time or both would become and Event of Default under the Indenture has occurred and is continuing;

(e) it has not appointed any Agent under the Indenture other than Resigning Trustee; and

(f) it will continue to perform the obligations undertaken by it under the Indenture.

6. Successor Trustee represents and warrants to Resigning Trustee and the Issuer that it is qualified and eligible to act as Trustee under Section 7.10 of the Indenture.

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7. Successor Trustee hereby accepts its appointment as successor Trustee and Agent under the Indenture, and accepts the obligations created thereby, and assumes all rights, powers, duties and obligations of the Trustee and Agent under the Indenture. Successor Trustee will perform said obligations and will exercise said rights, powers, duties and obligations upon the terms and conditions set forth in the Indenture.

8. Successor Trustee hereby accepts the designation of its Corporate Trust Office as the office or agency of the Issuer in New York, New York where the Notes may be presented for payment or registration of transfer.

9. Promptly after the execution and delivery of this Agreement, the Successor Trustee will mail or cause to be mailed to each holder of the Notes a Notice of Succession of Trustee, a form of which is attached hereto as Exhibit B in accordance with Section 7.08 of the Indenture.

10. Pursuant to the written request of Successor Trustee and the Issuer hereby made, Resigning Trustee, upon payment of its outstanding charges, confirms, assigns, transfers and sets over to Successor Trustee, as successor Trustee under the Indenture, upon the obligations expressed in the Indenture, any and all property and money and all the rights, powers, duties and obligations which Resigning Trustee now holds under and by virtue of the Indenture.

11. The Issuer and Resigning Trustee hereby agree, upon the request of Successor Trustee, to execute, acknowledge and deliver such further instruments of conveyance and assurance and to do such other things as may be reasonably required for more fully and certainly vesting and confirming in Successor Trustee all of the applicable rights, powers and trusts of Resigning Trustee as Trustee and Agent under the Indenture.

12. Resigning Trustee agrees to indemnify Successor Trustee and save Successor Trustee harmless from and against any and all costs, claims, liabilities, losses or damages whatsoever (including the reasonable fees, expenses and disbursements of Successor Trustee’s counsel and other advisors), that Successor Trustee suffers or incurs without negligence or bad faith on its part arising out of actions or omissions of Resigning Trustee. Successor Trustee will furnish to Resigning Trustee, promptly after receipt, all papers with respect to any action the outcome of which would make operative the indemnity provided for in this Section. Successor Trustee shall notify Resigning Trustee promptly in writing (and, in any event, within no later than 10 days) of any claim for which it may seek indemnity. Resigning Trustee shall have the option to defend the claim and Successor Trustee shall cooperate fully in the defense. If Resigning Trustee shall assume the defense, then Resigning Trustee shall not pay for separate counsel of Successor Trustee. Resigning Trustee shall not be obligated to pay for any settlement made without its consent.

13. Capitalized terms not otherwise defined in this Agreement shall have the definitions given thereto in the Indenture.

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14. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, as applied to contracts made and performed within the State of New York without giving effect to the principles of conflict of laws.

15. In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

16. This Agreement may be simultaneously executed in any number of counterparts. Each such counterpart so executed shall be deemed to be an original, but all together shall constitute but one and the same instrument.

17. This Agreement and the resignation, appointment and acceptance effected hereby shall be effective as of the close of business on the date first above written, upon the execution and delivery hereof by each of the parties hereto, and any and all payments required to be made by the Trustee under the Indenture shall be made by Successor Trustee following such effectiveness.

18. Notwithstanding the resignation of Resigning Trustee effected hereby, the Issuer shall remain obligated under Section 7.07 of the Indenture to compensate, reimburse and indemnify Resigning Trustee in connection with its prior trusteeship under the Indenture. The Issuer also acknowledges and reaffirms its obligations to Successor Trustee as set forth in Section 7.07 of the Indenture, which obligations shall survive the execution hereof.

19. All notices, whether faxed or mailed, will be deemed received when sent pursuant to the following instructions:

TO RESIGNING TRUSTEE:

Mr. James R. Lewis

Vice President

JPMorgan Chase Bank, N.A.

Worldwide Securities Services

4 New York Plaza, 20^th Floor

New York, New York 10004

Fax: (212) 623-6624

Tel: (212) 623-6759

TO SUCCESSOR TRUSTEE:

Deutsche Bank Trust Company Americas

Trust & Securities Services

60 Wall Street, 27th Floor

MS: NYC60-2710

New York, NY 10005

Fax: (212) 250-8622

4

with a copy to:

Deutsche Bank National Trust Company

Trust & Securities Services

25 DeForest Avenue

Mail Stop: SUMOI-0105

Summit, NJ 07901

Fax: (732) 578-4635

Tel: (908) 608-3162

TO THE ISSUER:

Joyce King-Lavinder

Vice President and Treasurer

Coca-Cola Enterprises Inc.

P.O. Box 723040

Atlanta, GA 31139-0400

Fax: (770) 989-3061

Tel: (770) 989-3052

[remainder of page intentionally blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Instrument of Resignation, Appointment and Acceptance to be duly executed as of the day and year first above written.

COCA-COLA ENTERPRISES INC.
By:	/S/ JOYCE KING LAVINDER
	Name:	Joyce King-Lavinder
	Title:	Vice President and Treasurer
JPMORGAN CHASE BANK, N.A., as Resigning Trustee
By:	/S/ J. R. LEWIS
	Name:	J. R. Lewis
	Title:	Vice President
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Successor Trustee
By:	/S/ RICHARD L. BUCKWATER
	Name:	Richard L. Buckwater
	Title:	Vice President
By:	/S/ ANNIE JAGHATSPANYAN
	Name:	Annie Jaghatspanyan
	Title:	Assistant Vice President

EXHIBIT A

CHART OF OUTSTANDING SECURITIES

ISSUE	OUTSTANDING PRINCIPAL AMOUNT		CUSIP #
Medium Term Notes due 2018	$	25,500,000
7% Debentures due 2026	$	299,950,000	191219AW4
Zero Coupon Note Due June 20, 2020	$	629,360,000	191219AV6
6.95% Debentures due 2026	$	500,000,000	191219AY0
6.70% Debentures due 2036	$	299,990,000	191219AX2
7% Debentures Due 2098	$	250,000,000	191219BD5
7.125% Notes due 2017	$	300,000,000	191219BB9
8 1/2% Debentures Due 2012	$	250,000,000	191219AN4
6.75% Debentures Due 2038	$	250,000,000	191219BC7
6.75% Debentures Due 2028	$	400,000,000	191219BE3
5.75% Notes Due 2008	$	600,000,000	191219BF0
7.125% Notes Due 2009	$	131,303,000	191219BG8
6.125% Notes due 2011	$	286,938,000	191219BJ2
4.375% Notes Due 2009	$	500,000,000	191219BM5
4.250% Notes due 2010	$	250,000,000	191219BP8
8.50% Debentures due 2022	$	750,000,000	191219AP9
6 3/4 % Debentures Due 2023	$	250,000,000	191219AU8
8% Debentures Due 2022	$	250,000,000	191219AQ7
5.71% Notes Due 2037	$	4,390,000	19122EAP7

EXHIBIT B

NOTICE OF SUCCESSION OF TRUSTEE

To the Holders of Coca-Cola Enterprises Inc.’s (the “Issuer”)

ISSUE	CUSIP #
Medium Term Notes due 2018
7% Debentures due 2026	191219AW4
Zero Coupon Note Due June 20, 2020	191219AV6
6.95% Debentures due 2026	191219AY0
6.70% Debentures due 2036	191219AX2
7% Debentures Due 2098	191219BD5
7.125% Notes due 2017	191219BB9
8 1/2% Debentures Due 2012	191219AN4
6.75% Debentures Due 2038	191219BC7
6.75% Debentures Due 2028	191219BE3
5.75% Notes Due 2008	191219BF0
7.125% Notes Due 2009	191219BG8
6.125% Notes due 2011	191219BJ2
4.375% Notes Due 2009	191219BM5
4.250% Notes due 2010	191219BP8
8.50% Debentures due 2022	191219AP9
6 3/4 % Debentures Due 2023	191219AU8
8% Debentures Due 2022	191219AQ7
5.71% Notes Due 2037	19122EAP7

(collectively, the “Notes”)

NOTICE IS HEREBY GIVEN that, pursuant to Section 7.08 of the Indenture, dated as of July 30, 1991, as supplemented by the First Supplemental Indenture, dated as of January 29, 1992 (as so supplemented, the “Indenture”), under which the above mentioned Notes were issued, JPMorgan Chase Bank, N.A., as successor in interest to Manufacturers Hanover Trust Company, has resigned as Trustee and Agent.

NOTICE IS HEREBY FURTHER GIVEN that pursuant to Section 7.08 of the Indenture, the Issuer has appointed Deutsche Bank Trust Company Americas, a New York banking corporation,

as successor Trustee and Agent under the Indenture. Deutsche Bank Trust Company Americas has, pursuant to Section 7.08 of the Indenture, accepted such appointment, effective as of December 1, 2006. The address of the Corporate Trust Office of Deutsche Bank Trust Company Americas is 60 Wall Street, 27^th Floor, Mail Stop: NYC60-2710, New York, NY 10005, Attn: Trust & Securities Services.

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:
	Name:
	Title:

Dated: December 5, 2006

EX-4.4

EXHIBIT 4.4

EXECUTION COPY

FIVE YEAR CREDIT AGREEMENT

Dated as of August 13, 2004

Among

COCA-COLA ENTERPRISES INC.

as Company

and

COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY

as Finco

and

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

and

CITIBANK, N.A.

as Administrative Agent

and

BANK OF AMERICA, N.A.

as Co-Syndication Agent

and

DEUTSCHE BANK SECURITIES INC.

as Co-Syndication Agent

CITIGROUP GLOBAL MARKETS INC.

as Sole Lead Arranger and Book Manager

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01. Certain Defined Terms	1
SECTION 1.02. Computation of Time Periods	13
SECTION 1.03. Accounting Terms and Determinations	13
ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES
SECTION 2.01. The Revolving Credit Advances and Canadian Prime Rate Advances	14
SECTION 2.02. Making the Revolving Credit Advances and Canadian Prime Rate Advances	14
SECTION 2.03. The Competitive Bid Advances	15
SECTION 2.04. Fees	19
SECTION 2.05. Termination or Reduction of the Commitments	19
SECTION 2.06. Repayment of Committed Advances	19
SECTION 2.07. Interest on Committed Advances	20
SECTION 2.08. Interest Rate Determination	20
SECTION 2.09. Optional Conversion of Revolving Credit Advances	22
SECTION 2.10. Prepayments of Committed Advances	22
SECTION 2.11. Increased Costs	23
SECTION 2.12. Illegality	24
SECTION 2.13. Payments and Computations	24
SECTION 2.14. Taxes	25
SECTION 2.15. Sharing of Payments, Etc.	28
SECTION 2.16. Evidence of Debt	28
SECTION 2.17. Use of Proceeds	29
SECTION 2.18. Increase in the Aggregate Revolving Credit Commitments or Aggregate Canadian Prime Rate Commitments	29
SECTION 2.19. Regulation D Compensation	30
ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING
SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03	31
SECTION 3.02. Initial Advance to Each Designated Subsidiary	32
SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing, Canadian Prime Rate Borrowing and Commitment Increase	32
SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing	33
SECTION 3.05. Determinations Under Section 3.01	33
ARTICLE IV REPRESENTATIONS AND WARRANTIES
SECTION 4.01. Representations and Warranties of the Borrowers	34
ARTICLE V COVENANTS OF THE COMPANY
SECTION 5.01. Affirmative Covenants	35
SECTION 5.02. Negative Covenants	37
ARTICLE VI EVENTS OF DEFAULT
SECTION 6.01. Events of Default	39

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ARTICLE VII GUARANTEE
SECTION 7.01. Unconditional Guarantee	41
SECTION 7.02. Guarantee Absolute	41
SECTION 7.03. Waivers	41
SECTION 7.04. Subrogation	42
SECTION 7.05. Survival	42
ARTICLE VIII THE AGENT
SECTION 8.01. Authorization and Action	42
SECTION 8.02. Agent's Reliance, Etc	43
SECTION 8.03. Citibank and Affiliates	43
SECTION 8.04. Lender Credit Decision	43
SECTION 8.05. Indemnification	43
SECTION 8.06. Successor Agent	44
SECTION 8.07. Other Agents	44
ARTICLE IX MISCELLANEOUS
SECTION 9.01. Amendments, Etc.	44
SECTION 9.02. Notices, Etc.	44
SECTION 9.03. No Waiver; Remedies	46
SECTION 9.04. Costs and Expenses	46
SECTION 9.05. Right of Set-off	47
SECTION 9.06. Binding Effect	47
SECTION 9.07. Assignments and Participations	47
SECTION 9.08. Designated Subsidiaries	49
SECTION 9.09. Confidentiality	49
SECTION 9.10. Governing Law	49
SECTION 9.11. Execution in Counterparts	49
SECTION 9.12. Judgment	49
SECTION 9.13. Jurisdiction, Etc.	50
SECTION 9.14. Substitution of Currency	50
SECTION 9.15. Power of Attorney	50
SECTION 9.16. Patriot Act Notice	51

ii

Schedules
Schedule I	-    List of Applicable Lending Offices
Exhibits
Exhibit A-1	-    Form of Revolving Credit Note
Exhibit A-2	-    Form of Competitive Bid Note
Exhibit A-3	-    Form of Canadian Prime Rate Note
Exhibit B-1	-    Form of Notice of Committed Borrowing
Exhibit B-2	-    Form of Notice of Competitive Bid Borrowing
Exhibit C	-    Form of Assignment and Acceptance
Exhibit D	-    Form of Designation Letter
Exhibit E	-    From of Acceptance by Process Agent
Exhibit F	-    Form of Opinion of Counsel for the Company
Exhibit G	-    Form of Opinion of Counsel for Finco
Exhibit H	-    Form of Opinion of Counsel to a Designated Subsidiary

iii

FIVE YEAR CREDIT AGREEMENT

Dated as of August 13, 2004

COCA-COLA ENTERPRISES INC., a Delaware corporation (the “Company”), COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY, a Nova Scotia unlimited liability company (“Finco”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, CITIBANK, N.A. (“Citibank”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A. and DEUTSCHE BANK SECURITIES INC., as co-syndication agents (each a “Co-Syndication Agent”), agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Advance” means a Revolving Credit Advance, a Canadian Prime Rate Advance or a Competitive Bid Advance.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Stock, by contract or otherwise.

“Agent’s Account” means (a) in the case of Advances denominated in Dollars, the account of the Agent maintained by the Agent at Citibank at its office at 399 Park Avenue, New York, New York 10043, Account No. 36852248, Attention: Bank Loan Syndications, (b) in the case of Advances denominated in any Committed Currency, the account of the Sub-Agent designated in writing from time to time by the Agent to the Company and the Revolving Credit Lenders for such purpose and (c) in any such case, such other account of the Agent as is designated in writing from time to time by the Agent to the Company and the Lenders for such purpose.

“Applicable Lending Office” means, with respect to each Lender, such Lender’s Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Agent as its Applicable Lending Office with respect to such Competitive Bid Advance and, in the case of any Canadian Prime Rate Advance, such Lender’s Canadian Domestic Lending Office.

“Applicable Margin” means (a) for Base Rate Advances, 0% per annum, (b) for Canadian Prime Rate Advances, 0% per annum and (c) for Eurocurrency Rate Advances, as of any date, a percentage per annum determined by reference to the Level in effect on such date as set forth below:

Level	Applicable Margin
Level 1	0.140	%
Level 2	0.180	%
Level 3	0.260	%
Level 4	0.390	%
Level 5	0.475	%

“Applicable Percentage” means, as of any date, a percentage per annum determined by reference to the Level in effect on such date as set forth below:

Level	Applicable Percentage
Level 1	0.060	%
Level 2	0.070	%
Level 3	0.090	%
Level 4	0.110	%
Level 5	0.150	%

“Applicable Utilization Fee” means, as of any date that the aggregate Advances exceed 50% of the aggregate Revolving Credit Commitments, a percentage per annum determined by reference to the Level in effect on such date as set forth below:

Level	Applicable Utilization Fee
Level 1	0.050	%
Level 2	0.050	%
Level 3	0.100	%
Level 4	0.125	%
Level 5	0.150	%

“Appropriate Lender” means, at any time, with respect to the Revolving Credit Facility or the Canadian Prime Rate Facility, a Lender that has a Commitment with respect to such Facility at such time.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

“Assuming Lender” has the meaning specified in Section 2.18(e).

“Assumption Agreement” has the meaning specified in Section 2.18(e)(ii).

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a) the rate of interest announced publicly by Citibank in New York, New York, from time to time, as Citibank’s base rate;

(b) the sum (adjusted to the nearest 1/16 of 1% or, if there is no nearest 1/16 of 1%, to the next higher 1/16 of 1%) of (i)  ¹/2 of 1% per annum, plus (ii) the rate obtained by dividing (A) the latest three-week moving average of secondary market morning offering rates in the United States for three-month certificates of deposit of major United States money market banks, such three-week moving average (adjusted to the basis of a year of 360 days) being determined weekly on each Monday (or, if such day is not a Business Day, on the next succeeding Business

2

Day) for the three-week period ending on the previous Friday by Citibank on the basis of such rates reported by certificate of deposit dealers to and published by the Federal Reserve Bank of New York or, if such publication shall be suspended or terminated, on the basis of quotations for such rates received by Citibank from three New York certificate of deposit dealers of recognized standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the daily percentages specified during such three-week period by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for Citibank with respect to liabilities consisting of or including (among other liabilities) three-month Dollar non-personal time deposits in the United States, plus (iii) the average during such three-week period of the annual assessment rates estimated by Citibank for determining the then current annual assessment payable by Citibank to the Federal Deposit Insurance Corporation (or any successor) for insuring Dollar deposits of Citibank in the United States; and

(c)  ¹/2 of one percent per annum above the Federal Funds Rate.

“Base Rate Advance” means a Revolving Credit Advance denominated in Dollars that bears interest as provided in Section 2.07(a)(i).

“Borrowers” means, collectively, the Company, Finco and each Designated Subsidiary that shall become a party to this Agreement pursuant to Section 9.08.

“Borrowing” means a Revolving Credit Borrowing, a Canadian Prime Rate Borrowing or a Competitive Bid Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City, if the applicable Business Day relates to any Eurocurrency Rate Advances or LIBO Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London and in the country of issue of the currency of such Eurocurrency Rate Advance or LIBO Rate Advance (or, in the case of an Advance denominated in the euro, a TARGET Day) and, if the applicable Business Day relates to a Canadian Prime Rate Advance, on which banks are open for business in Toronto, Ontario, Canada.

“Canadian Dollars” and the “CN$” sign each means the lawful currency of Canada.

“Canadian Domestic Lending Office” means, with respect to any Canadian Prime Rate Lender, the office of such Lender specified as its “Canadian Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, as the case may be, or such other office of such Lender in Canada as such Lender may from time to time specify to Finco and the Agent.

“Canadian Prime Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a) the rate which the principal office of Citibank Canada in Toronto, Ontario announces publicly from time to time as its prime rate for determining rates of interest on commercial loans in Canadian Dollars made by it in Canada; and

(b) 1/2 of 1% per annum above the rate quoted for 30-day Canadian Dollar bankers’ acceptances of Citibank Canada that appears on the Reuters Screen CDOR Page (or any replacement page) as of 10:00 a.m. (Toronto, Ontario time) on the date of determination.

“Canadian Prime Rate Advance” means an advance under the Canadian Prime Rate Facility made in Canadian Dollars.

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“Canadian Prime Rate Borrowing” means a borrowing consisting of simultaneous Canadian Prime Rate Advances made by the Canadian Prime Rate Lenders pursuant to Section 2.01(b).

“Canadian Prime Rate Commitment” means, with respect to any Canadian Prime Rate Lender at any time, the Dollar amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Canadian Prime Rate Commitment” or, if such Lender has entered into one or more Assignment and Acceptances, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(d) as such Lender’s “Canadian Prime Rate Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Canadian Prime Rate Commitment Increase” has the meaning specified in Section 2.18(b).

“Canadian Prime Rate Facility” means, at any time, the aggregate amount of the Canadian Prime Rate Commitments at such time.

“Canadian Prime Rate Increase Date” has the meaning specified in Section 2.18(b).

“Canadian Prime Rate Lender” means any Lender that has (together with its Affiliates) a Canadian Prime Rate Commitment and a Revolving Credit Commitment.

“Canadian Prime Rate Note” means a promissory note of Finco payable to the order of any Canadian Prime Rate Lender, delivered pursuant to a request made under Section 2.16, in substantially the form of Exhibit A-3 hereto, evidencing the aggregate indebtedness of Finco to such Lender resulting from the Canadian Prime Rate Advances made by such Lender to Finco.

“Citibank Canada” means Citibank, N.A., Canadian Branch.

“Commitment” means a Revolving Credit Commitment or a Canadian Prime Rate Commitment.

“Commitment Date” has the meaning specified in Section 2.18(c).

“Commitment Increase” has the meaning specified in Section 2.18(b).

“Committed Advance” means a Revolving Credit Advance or a Canadian Prime Rate Advance.

“Committed Currencies” means lawful currency of the United Kingdom of Great Britain and Northern Ireland, lawful currency of Canada and the Euro.

“Competitive Bid Advance” means an advance by a Lender to any Borrower as part of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in Section 2.03 and refers to a Fixed Rate Advance or a LIBO Rate Advance (each of which shall be a “Type” of Competitive Bid Advance).

“Competitive Bid Borrowing” means a borrowing consisting of simultaneous Competitive Bid Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances as part of such borrowing has been accepted under the competitive bidding procedure described in Section 2.03.

“Competitive Bid Note” means a promissory note of any Borrower payable to the order of any Lender, in substantially the form of Exhibit A-2 hereto, evidencing the indebtedness of such Borrower to such Lender resulting from a Competitive Bid Advance made by such Lender to such Borrower.

“Confidential Information” means information that any Borrower furnishes to the Agent or any Lender in a writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to the Agent or such Lender from a source other than a Borrower.

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“Consolidated” refers to the consolidation of the financial statements of the Company and its Subsidiaries in accordance with generally accepted accounting principles, including principles of consolidation.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the other Type pursuant to Section 2.08 or 2.09.

“Debt” means (i) indebtedness for borrowed money or for the deferred purchase price of property or services, other than (x) trade accounts payable on customary terms in the ordinary course of business and (y) financial obligations under management consulting contracts or noncompete agreements with unaffiliated Persons entered into in connection with the acquisition of the bottling businesses of such Persons, (ii) financial obligations evidenced by bonds, debentures, notes or other similar instruments, (iii) financial obligations as lessee under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases and (iv) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or financial obligations of others of the kinds referred to in clauses (i) through (iii) above.

“Default” means any condition or event which constitutes an Event of Default or which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Designated Subsidiary” means any wholly-owned Subsidiary of the Company designated for borrowing privileges as a Borrower under this Agreement pursuant to Section 9.08.

“Designation Letter” means, with respect to any Designated Subsidiary, a letter in the form of Exhibit D hereto signed by such Designated Subsidiary and the Company.

“Dollars” and the “$” sign each means lawful currency of the United States of America.

“Domestic Lending Office” means, with respect to any Initial Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule I hereto and, with respect to any other Lender, the office of such Lender specified as its “Domestic Lending Office” in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Company and the Agent.

“Effective Date” has the meaning specified in Section 3.01.

“Eligible Assignee” means (a) in respect of the Revolving Credit Facility (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $1,000,000,000; (iv) a savings and loan association or savings bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $1,000,000,000; (v) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow or of the Cayman Islands, or a political subdivision of any such country, and having total assets in excess of $1,000,000,000, so long as such bank is acting through a branch or agency located in the United States or in the country in which it is organized or another country that is described in this clause (v); (vi) the central bank of any country that is a member of the Organization for Economic Cooperation and Development; or (vii) any other Person approved by the Agent and the Company, such approval not to be unreasonably withheld or delayed; and (b) in respect of the Canadian Prime Rate Facility, any Eligible Assignee described in clause (a) above that is not a non-resident of Canada for the purposes of Part XIII of the Income Tax Act (Canada), provided, however, that neither the Company nor an Affiliate of the Company shall qualify as an Eligible Assignee.

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“Enterprises Belgium” means Coca-Cola Enterprises Belgium or Coca-Cola Enterprises Services, each of which is a corporation organized under the laws of the Kingdom of Belgium.

“Enterprises France” means Bottling Holding France or Coca-Cola Entreprise, each of which is a corporation organized under the laws of the Republic of France.

“Enterprises Limited” means Coca-Cola Enterprises Limited, a corporation organized under the laws of the United Kingdom of Great Britain and Northern Ireland.

“Enterprises Luxembourg” means any Subsidiary of the Company now or hereafter organized under the laws of the Kingdom of Luxembourg.

“Enterprises Netherlands” means Coca-Cola Enterprises Nederland B.V., a corporation organized under the laws of the Kingdom of The Netherlands.

“Equivalent” in Dollars of any Committed Currency on any date means the equivalent in Dollars of such Committed Currency determined by using the quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange Dollars for such Committed Currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement, and the “Equivalent” in any Committed Currency of Dollars means the equivalent in such Committed Currency of Dollars determined by using the quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange such Committed Currency for Dollars in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means, as of any date, any trade or business (whether or not incorporated) which (as of such date) is a member of a group of which the Company is a member and which, as of such date, is under common control within the meaning of either Section 414(b) or Section 414(c) of the Code, and the regulations promulgated and rulings issued thereunder.

“ERISA Event” means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan.

“EURIBO Rate” means, for any Interest Period, the rate appearing on Page 248 of the Moneyline Telerate Service (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such

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Service, as determined by the Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro) at approximately 10:00 a.m., London time, two Business Days prior to the first day of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in Euros are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal (x) in the case of Revolving Credit Borrowings, to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however, to the provisions of Section 2.08) or (y) in the case of Competitive Bid Borrowings, to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however, to the provisions of Section 2.08).

“Euro” means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the EMU legislation.

“Eurocurrency Lending Office” means, with respect to any Initial Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto and, with respect to any other Lender, the office of such Lender specified as its “Eurocurrency Lending Office” in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Company and the Agent.

“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurocurrency Rate” means, for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing, (i) in the case of any Revolving Credit Advance denominated in Dollars or any Committed Currency other than Euros, an interest rate per annum equal to the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on Moneyline Telerate Markets Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars or the applicable Committed Currency at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars or the applicable Committed Currency are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period or, (ii) in the case of any Revolving Credit Advance denominated in Euros, the EURIBO Rate. If the Moneyline Telerate Markets Page 3750 (or any successor page) is unavailable, the Eurocurrency Rate for any Interest Period for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period; subject, however, to the provisions of Section 2.08.

“Eurocurrency Rate Advance” means a Revolving Credit Advance denominated in Dollars or a Committed Currency that bears interest as provided in Section 2.07(a)(ii).

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“Eurocurrency Rate Reserve Percentage” for any Interest Period for all Eurocurrency Rate Advances or LIBO Rate Advances comprising part of the same Borrowing means the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances or LIBO Rate Advances is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01.

“Existing Credit Agreements” means each of (a) the Amended and Restated 364-Day Credit Agreement dated as of September 15, 2003 among the Company, Finco, the lenders parties thereto, Citibank, as agent for said lenders, and Bank of America, N.A. and Deutsche Bank Securities Inc., as co-syndication agents, and (b) the Five Year Credit Agreement dated as of November 2, 2000 among the Company, the lenders parties thereto, Citibank, as agent for said lenders, and Bank of America, N.A. and Deutsche Bank AG, as co-syndication agents.

“Facility” means the Revolving Credit Facility or the Canadian Prime Rate Facility.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

“Finco” means Coca-Cola Enterprises (Canada) Bottling Finance Company, an unlimited liability company organized under the laws of the Province of Nova Scotia.

“Fitch” means Fitch Investors Service, Inc.

“Fixed Rate Advances” has the meaning specified in Section 2.03(a)(i), which Advances shall be denominated in Dollars or in any Committed Currency.

“High Rating” means, with respect to any Rating Agency, that such agency shall have rated the commercial paper of the Company, as set forth below:

Rating Agency	Rating
S&P	A-1
Moody’s	P-1
Fitch	F-1
Substitute Rating Agency	equivalent to above

“Increase Date” has the meaning specified in Section 2.18(b).

“Increasing Lender” has the meaning specified in Section 2.18(e).

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“Insufficiency” means, with respect to any Plan, the amount, if any, by which the present value of the benefits under such Plan exceeds the fair market value of the assets of such Plan allocable to such benefits, as determined using such reasonable actuarial assumptions and methods as are specified in the Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) filed with respect to such Plan.

“Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing and each LIBO Rate Advance comprising part of the same Competitive Bid Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or LIBO Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance and ending on the last day of the period selected by the Borrower requesting such Borrowing pursuant to the provisions below and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by such Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three, six, or if acceptable to all Revolving Credit Lenders, nine months, as the Borrower requesting the Borrowing may, upon notice received by the Agent, in the case of a Eurocurrency Rate Advance, not later than 11:00 A.M. (New York City time) on the third Business Day prior to the first day of such Interest Period or, in the case of a LIBO Rate Advance, as specified in Section 2.03(a)(i), select; provided, however, that:

(i) such Borrower may not select any Interest Period that ends after the Termination Date;

(ii) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Revolving Credit Borrowing or for LIBO Rate Advances comprising part of the same Competitive Bid Borrowing shall be of the same duration;

(iii) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(iv) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Lenders” means the Initial Lenders, each Assuming Lender that shall become a party hereto pursuant to Section 2.18 and each Eligible Assignee that shall become a party hereto pursuant to Section 9.07.

“Level” means, as of any date, the lowest of Level 1, Level 2, Level 3, Level 4 or Level 5 then applicable to the commercial paper of the Company.

“Level 1” means that the Company has exceeded Level 2.

“Level 2” means that three Rating Agencies shall have assigned a High Rating to the commercial paper of the Company.

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“Level 3” means that either (a) two Rating Agencies shall have assigned a High Rating and one Rating Agency shall have assigned a Middle Rating or (b) one Rating Agency shall have assigned a High Rating and two Rating Agencies shall have assigned a Middle Rating, in each case to the commercial paper of the Company.

“Level 4” means that three Rating Agencies shall have assigned a Middle Rating to the commercial paper of the Company.

“Level 5” means that the Company has not met the criteria for Level 1, Level 2, Level 3 or Level 4.

“LIBO Rate” means, for any Interest Period for all LIBO Rate Advances comprising part of the same Competitive Bid Borrowing, (i) in the case of any Competitive Bid Borrowing denominated in Dollars or any Committed Currency other than Euros, an interest rate per annum equal to the rate per annum (rounded upward to the nearest whole multiple of 1/16 of 1% per annum) appearing on Moneyline Telerate Markets Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars or the applicable Committed Currency at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward to the nearest whole multiple of 1/16 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars or the applicable Committed Currency is offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to the amount that would be the Reference Banks’ respective ratable shares of such Borrowing if such Borrowing were to be a Revolving Credit Borrowing to be outstanding during such Interest Period and for a period equal to such Interest Period or (ii) in the case of any Competitive Bid Borrowing denominated in Euros, the EURIBO Rate. If the Moneyline Telerate Markets Page 3750 (or any successor page) is unavailable, the LIBO Rate for any Interest Period for each LIBO Rate Advance comprising part of the same Competitive Bid Borrowing shall be determined by the Agent on the basis of applicable rates furnished to and received by the Agent from the Reference Banks two Business Days before the first day of such Interest Period; subject, however, to the provisions of Section 2.08.

“LIBO Rate Advances” means a Competitive Bid Advance denominated in Dollars or in any Committed Currency and bearing interest based on the LIBO Rate.

“Low Rating” means, with respect to any Rating Agency, that such agency shall have rated the commercial paper of the Company, as set forth below:

Rating Agency	Rating
S&P	A-3 or below
Moody’s	P-3 or below
Fitch	F-3 or below
Substitute Rating Agency	equivalent to above

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“Middle Rating” means, with respect to any Rating Agency, that such agency shall have rated the commercial paper of the Company, as set forth below:

Rating Agency	Rating
S&P	A-2
Moody’s	P-2
Fitch	F-2
Substitute Rating Agency	equivalent to above

“Moody’s” means Moody’s Investors Service, Inc.

“Multiemployer Plan” means, as of any date, a “multiemployer plan”, as defined in Section 4001(a)(3) of ERISA, to which the Company or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within the current plan year or any of the immediately preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means, as of any date, an employee benefit plan, other than a Multiemployer Plan, (i) which is subject to Title IV of ERISA, (ii) to which the Company or an ERISA Affiliate, and one or more employers other than the Company or an ERISA Affiliate, is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Company or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan and (iii) either (A) whose assets have a market value as of such date, as reasonably determined by the Company in good faith, in excess of $100,000,000 or (B) under which an Insufficiency exists and the amount of such Insufficiency which is allocable to the Company or any ERISA Affiliate as of such date, as reasonably determined by the Company in good faith, exceeds $5,000,000.

“Netherlands Holdings” means Bottling Holdings (Netherlands) B.V., a corporation organized under the laws of the Kingdom of The Netherlands.

“Note” means a Revolving Credit Note, a Canadian Prime Rate Note or a Competitive Bid Note, as the context may require.

“Notice of Committed Borrowing” has the meaning specified in Section 2.02(a).

“Notice of Competitive Bid Borrowing” has the meaning specified in Section 2.03(a).

“Payment Office” means, for any Committed Currency, such office of Citibank as shall be from time to time selected by the Agent and notified by the Agent to the Borrowers and the Revolving Credit Lenders.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Person” means an individual, a corporation, a partnership, an association, a limited liability company, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Process Agent” has the meaning specified in Section 9.13(a).

“Rating Agency” means any of S&P, Moody’s, Fitch or any substitute rating agency designated by the Company and acceptable to the Required Lenders ( the latter sometimes referred to herein a “Substitute Rating Agency”). When reference is made herein to “Rating Agencies” it is to more than one Rating Agency.

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“Reference Banks” means Citibank, Bank of America, N.A. and Deutsche Bank AG New York Branch.

“Register” has the meaning specified in Section 9.07(d).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Required Lenders” means at any time Lenders (voting as one class) having at least 66-2/3% of the Revolving Credit Commitments at such time, provided that if any Lender shall have failed to make any Committed Advance to a Borrower pursuant to Section 2.01 or 2.02, which such Lender was obligated to make, at or prior to such time (and as to which the Agent shall not have made such Advance for the account of such Lender pursuant to Section 2.02(d) as of such time), there shall be excluded from the determination of Required Lenders at such time the Revolving Credit Commitments of such Lender at such time.

“Revolving Credit Advance” means an advance by a Revolving Credit Lender to a Borrower as part of a Revolving Credit Borrowing and refers to a Base Rate Advance or a Eurocurrency Rate Advance (each of which shall be a “Type” of Revolving Credit Advance).

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by each of the Revolving Credit Lenders pursuant to Section 2.01(a).

“Revolving Credit Commitment” means as to any Lender (a) the Dollar amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Revolving Credit Commitment”, (b) if such Lender has become a Lender hereunder pursuant to an Assumption Agreement, the Dollar amount set forth in such Assumption Agreement or (c) if such Lender has entered into any Assignment and Acceptance, the Dollar amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 9.07(d) as such Lender’s “Revolving Credit Commitment”, as such amount may be reduced pursuant to Section 2.05 or increased pursuant to Section 2.18.

“Revolving Credit Commitment Increase” has the meaning specified in Section 2.18(a).

“Revolving Credit Facility” means, at any time, the aggregate of the Revolving Credit Commitments at such time.

“Revolving Credit Lender” means any Lender that has a Revolving Credit Commitment.

“Revolving Credit Note” means a promissory note of any Borrower payable to the order of any Revolving Credit Lender, delivered pursuant to a request made under Section 2.16, in substantially the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from the Revolving Credit Advances made by such Lender to such Borrower.

“Revolving Credit Increase Date” has the meaning specified in Section 2.18(a).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Significant Subsidiary” means any Subsidiary of the Company having, as of the end of the Company’s most recently completed fiscal year, (a) assets with a value of not less than 3% of the total value of the assets of the Company and its Subsidiaries, taken as a whole, or (b) income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle of not less than 3% of such income of the Company and its Subsidiaries, taken as a whole.

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“Single Employer Plan” means, as of any date, an employee benefit plan, other than a Multiemployer Plan or a Multiple Employer Plan, (i) which is subject to Title IV of ERISA, (ii) which is (or, in the event that any such plan has been terminated within five years after a transaction described in Section 4069 of ERISA involving the Company or any ERISA Affiliate, was) maintained for employees of the Company or any ERISA Affiliate and (iii) whose assets have a market value as of such date, as reasonably determined by the Company in good faith, in excess of $100,000,000 or which has an Insufficiency as of such date, as reasonably determined by the Company in good faith, in excess of $5,000,000.

“Sub-Agent” means, in the case of Canadian Prime Rate Advances, Citibank Canada and, in the case of any other Advances denominated in any Committed Currency, Citibank International plc.

“Subsidiary” means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company.

“Substitute Rating Agency” has the meaning set forth in the definition of “Rating Agency”.

“TARGET Day” means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

“Termination Date” means the earlier of (a) August 13, 2009 and (b) the date of termination in whole of the Commitments pursuant to Section 2.05 or 6.01.

“Unused Canadian Prime Rate Commitment” means, with respect to any Canadian Prime Rate Lender at any time, the lesser of (a) such Lender’s Canadian Prime Rate Commitment at such time minus the aggregate principal amount of all Canadian Prime Rate Advances made by such Lender and outstanding at such time and (b) such Lender’s Unused Revolving Credit Commitment at such time.

“Unused Revolving Credit Commitment” means, with respect to any Revolving Credit Lender at any time, (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit Advances made by such Lender and outstanding at such time plus (ii) such Lender’s ratable share (determined as the proportion of such Lender’s Revolving Credit Commitment to the Revolving Credit Facility at such time) of the aggregate principal amount of all Competitive Bid Advances made by the Lenders pursuant to Section 2.03 and outstanding at such time plus (iii) in the case of a Revolving Credit Lender that is (or has an Affiliate that is) a Canadian Prime Rate Lender, the aggregate principal amount of all Canadian Prime Rate Advances made by such Lender and outstanding at such time.

“US Holdings” means Bottling Holdings (International) Inc., a Delaware corporation.

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

SECTION 1.03. Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes required by the accounting profession or changes concurred in by the Company’s independent public accountants) with the most recent audited Consolidated financial statements of the Company and its Consolidated Subsidiaries delivered to the Lenders.

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ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The Revolving Credit Advances and Canadian Prime Rate Advances. (a) Revolving Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to any Borrower (other than Enterprises France) from time to time on any Business Day during the period from the Effective Date until the Termination Date in an amount (based in respect of any Revolving Credit Advances to be denominated in a Committed Currency on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Committed Borrowing) not to exceed such Lender’s Unused Revolving Credit Commitment. Each Revolving Credit Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or the Equivalent thereof in any Committed Currency determined on the date of delivery of the applicable Notice of Committed Borrowing) and shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Credit Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Lender’s Revolving Credit Commitment, any Borrower (other than Enterprises France) may borrow under this Section 2.01(a), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a).

(b) Canadian Prime Rate Advances. Each Canadian Prime Rate Lender severally agrees, on the terms and conditions hereinafter set forth, to make Canadian Prime Rate Advances to Finco from time to time on any Business Day during the period from the Effective Date until the Termination Date in an amount (based on the Equivalent in Dollars determined on the date of delivery of the applicable Notice of Committed Borrowing) not to exceed such Lender’s Unused Canadian Prime Rate Commitment. Each Canadian Prime Rate Borrowing shall be in an aggregate amount of CN$5,000,000 or an integral multiple of CN$1,000,000 in excess thereof and shall consist of Canadian Prime Rate Advances made on the same day by the Canadian Prime Rate Lenders ratably according to their respective Canadian Prime Rate Commitments. Within the limits of each Lender’s Canadian Prime Rate Commitment, Finco may borrow under this Section 2.01(b), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(b).

SECTION 2.02. Making the Revolving Credit Advances and Canadian Prime Rate Advances. (a) Each Borrowing (other than a Competitive Bid Borrowing) shall be made on notice, given not later than (w) 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (x) 4:00 P.M. (London time) on the third Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, (y) 11:00 A.M. (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances or (z) 10:00 A.M. (Toronto time) on the date of the proposed Borrowing in the case of a Canadian Prime Rate Borrowing, by the applicable Borrower to the Agent (and, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances or in the case of a Canadian Prime Rate Borrowing, simultaneously to the applicable Sub-Agent), which shall give to each Appropriate Lender prompt notice thereof by telecopier. Each such notice of a Revolving Credit Borrowing or a Canadian Prime Rate Borrowing (a “Notice of Committed Borrowing”) shall be by telephone, confirmed immediately in writing, or telecopier in substantially the form of Exhibit B-1 hereto, specifying therein the requested (i) date of such Borrowing, (ii) in the case of a Revolving Credit Borrowing, Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount and Facility of such Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period and currency for each such Revolving Credit Advance. Each Appropriate Lender shall, before 12:00 noon (New York City time) on the date of such Borrowing, in the case of a Revolving Credit Borrowing consisting of Advances denominated in Dollars, before 11:00 A.M. (London time) on the date of such Revolving Credit Borrowing, in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Currency, and before 12:00 noon (Toronto time) on the date of such Canadian Prime Rate Borrowing, make available for the account of its Applicable Lending Office to the Agent at the applicable Agent’s Account, in same day funds, such Lender’s ratable portion (determined in accordance with Section 2.01) of such Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower requesting the applicable Revolving Credit Borrowing or Canadian Prime Rate Borrowing at the Agent’s address referred to in Section 9.02 or at the applicable Payment Office, as the case may be.

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(b) Anything in subsection (a) above to the contrary notwithstanding, the Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Revolving Credit Borrowings.

(c) Each Notice of Committed Borrowing of any Borrower shall be irrevocable and binding on such Borrower. In the case of any Revolving Credit Borrowing that the related Notice of Committed Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower requesting such Revolving Credit Borrowing shall indemnify each Revolving Credit Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in such Notice of Committed Borrowing for such Revolving Credit Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on such date.

(d) Unless the Agent shall have received notice from an Appropriate Lender prior to the time of any Borrowing under a Facility under which such Lender has a Commitment that such Lender will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender has made such portion available to the Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower proposing such Borrowing on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent and the Agent shall have made such portion available to such Borrower on such date, such Lender and such Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, (i) in the case of such Borrower, for each day from the date such amount is made available to such Borrower until the date such amount is repaid to the Agent, at the higher of (A) the interest rate applicable at the time under Section 2.07 to Advances comprising such Borrowing and (B) the cost of funds incurred by the Agent in respect of such amount and (ii) in the case of such Lender, for each day from the date notice of such funding is made to such Lender until the date such amount is repaid to the Agent, (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies. If such Lender shall repay to the Agent such corresponding amount, such Borrower shall be relieved of its obligation to repay such amount to the Agent and such amount so repaid (excluding interest) shall constitute such Lender’s Advance as part of such Borrowing for purposes of this Agreement.

(e) The failure of any Appropriate Lender to make the Advance to be made by it as part of any Borrowing under a Facility under which such Lender has a Commitment shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. The Competitive Bid Advances. (a) Each Lender severally agrees that any Borrower may make Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring seven days prior to the Termination Date in the manner set forth below; provided that, following the making of each Competitive Bid Borrowing, the aggregate amount of the Advances then outstanding (based in respect of any Advance denominated in a Committed Currency on the Equivalent in Dollars at the time such Competitive Bid Borrowing is requested) shall not exceed the aggregate amount of the Revolving Credit Commitments of the Lenders.

(i) Any Borrower may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Agent (and, in the case of a Competitive Bid Borrowing not consisting of Fixed Rate Advances or LIBO Rate Advances to be denominated in Dollars, simultaneously to the Sub-Agent), by telecopier, a notice of a Competitive Bid Borrowing (a “Notice of Competitive Bid Borrowing”), in substantially the form of Exhibit B-2 hereto, specifying therein the requested (A) date of such proposed Competitive Bid Borrowing, (B) aggregate amount of such proposed Competitive Bid Borrowing,

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(C) interest rate basis and day count convention to be offered by the Lenders, (D) currency of such proposed Competitive Bid Borrowing, (E) in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, maturity date for repayment of each Fixed Rate Advance to be made as part of such Competitive Bid Borrowing (which maturity date may not be earlier than the date occurring seven days after the date of such Competitive Bid Borrowing or later than the earlier of (I) 180 days after the date of such Competitive Bid Borrowing and (II) the Termination Date), (F) interest payment date or dates relating thereto, (G) location of the Borrower’s account to which funds are to be advanced, (H) the jurisdiction of the Applicable Lending Office from which each such Competitive Bid Advance shall be made and, if the Applicable Lending Office is a branch, then, in addition, the location of the home office of such Lender, (I) prepayment conditions and (J) other terms (if any) to be applicable to such Competitive Bid Borrowing, not later than (w) 10:00 A.M. (New York City time) at least one Business Day prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the Notice of Competitive Bid Borrowing that the rates of interest to be offered by the Lenders shall be fixed rates per annum (the Advances comprising any such Competitive Bid Borrowing being referred to herein as “Fixed Rate Advances”) and that the Advances comprising such proposed Competitive Bid Borrowing shall be denominated in Dollars, (x) 10:00 A.M. (New York City time) at least four Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the Notice of Competitive Bid Borrowing that the Advances comprising such Competitive Bid Borrowing shall be LIBO Rate Advances denominated in Dollars, (y) 10:00 A.M. (London time) at least two Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall specify in the Notice of Competitive Bid Borrowing that the Advances comprising such proposed Competitive Bid Borrowing shall be Fixed Rate Advances denominated in any Committed Currency and (z) 10:00 A.M. (London time) at least four Business Days prior to the date of the proposed Competitive Bid Borrowing, if such Borrower shall instead specify in the Notice of Competitive Bid Borrowing that the Advances comprising such Competitive Bid Borrowing shall be LIBO Rate Advances denominated in any Committed Currency. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on such Borrower. The Agent shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from such Borrower by sending such Lender a copy of the related Notice of Competitive Bid Borrowing.

(ii) Each Lender may, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to the Borrower proposing the Competitive Bid Borrowing as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, by notifying the Agent or the Sub-Agent, as the case may be (which shall give prompt notice thereof to such Borrower), (A) before 9:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B) before 10:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, denominated in Dollars, (C) before 12:00 noon (London time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in any Committed Currency and (D) before 12:00 noon (London time) on the third Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Committed Currency, of the minimum amount and maximum amount of each Competitive Bid Advance which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts or the Equivalent thereof in Dollars, as the case may be, of such proposed Competitive Bid may, subject to the proviso to the first sentence of this Section 2.03(a), exceed such Lender’s Revolving Credit Commitment, if any), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Advance; provided that if the Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify such Borrower of such offer at least 30 minutes before the time and on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders. If any Lender shall elect not to make such an offer, such Lender shall so notify the Agent before 10:00 A.M. (New York City time) or the Sub-Agent before 12:00 noon (London time) on the date on which notice of such election is to be given to the Agent or to the Sub-Agent, as the case may be, by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such

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Competitive Bid Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.

(iii) The Borrower proposing the Competitive Bid Borrowing shall, in turn, (A) before 10:30 A.M. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in Dollars, (B) before 11:00 A.M. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in Dollars, (C) before 3:00 P.M. (London time) on the Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in any Committed Currency and (D) before 3:00 P.M. (London time) on the third Business Day prior to the date of such Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Committed Currency, either:

(x) cancel such Competitive Bid Borrowing by giving the Agent notice to that effect, or

(y) accept one or more of the offers made by any Lender or Lenders pursuant to paragraph (ii) above, in its sole discretion, by giving notice to the Agent or to the Sub-Agent, as the case may be, of the amount of each Competitive Bid Advance (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to such Borrower by the Agent or the Sub-Agent, as the case may be, on behalf of such Lender for such Competitive Bid Advance pursuant to paragraph (ii) above) to be made by each Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant to paragraph (ii) above by giving the Agent or the Sub-Agent, as the case may be, notice to that effect. Such Borrower shall accept the offers made by any Lender or Lenders to make Competitive Bid Advances in order of the lowest to the highest rates of interest offered by such Lenders (for this purpose, interest shall include any Taxes payable by such Borrower pursuant to Section 2.14). If two or more Lenders have offered the same interest rate, the amount to be borrowed at such interest rate will be allocated among such Lenders in such Borrower’s sole discretion.

(iv) If the Borrower proposing the Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that such Competitive Bid Borrowing is cancelled pursuant to paragraph (iii)(x) above, the Agent or the Sub-Agent, as the case may be, shall give prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made.

(v) If the Borrower proposing the Competitive Bid Borrowing accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, the Agent or the Sub-Agent, as the case may be, shall in turn promptly notify (A) each Lender that has made an offer as described in paragraph (ii) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to paragraph (ii) above have been accepted by such Borrower, (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing, and (C) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, upon receipt, that the Agent or the Sub-Agent, as the case may be, has received forms of documents appearing to fulfill the applicable conditions set forth in Article III. Each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 11:00 A.M. (New York City time), in the case of Competitive Bid Advances to be denominated in Dollars or 11:00 A.M. (London time), in the case of Competitive Bid Advances to be denominated in any Committed Currency, on the date of such Competitive Bid Borrowing specified in the notice received from the Agent or the Sub-Agent, as the case may be, pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Agent or the Sub-Agent, as the case may be pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable

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Lending Office to the Agent (x) in the case of a Competitive Bid Borrowing denominated in Dollars, at its address referred to in Section 9.02, in same day funds, such Lender’s portion of such Competitive Bid Borrowing in Dollars and (y) in the case of a Competitive Bid Borrowing in a Committed Currency, at the Payment Office for such Committed Currency as shall have been notified by the Agent to the Lenders prior thereto, in same day funds, such Lender’s portion of such Competitive Bid Borrowing in such Committed Currency. Upon fulfillment of the applicable conditions set forth in Article III and after receipt by the Agent of such funds, the Agent will make such funds available to such Borrower’s Account at the location specified by such Borrower in its Notice of Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing the Agent will notify each Lender of the tenor and the amount of the Competitive Bid Borrowing.

(vi) If the Borrower proposing the Competitive Bid Borrowing notifies the Agent or the Sub-Agent, as the case may be, that it accepts one or more of the offers made by any Lender or Lenders pursuant to paragraph (iii)(y) above, such notice of acceptance shall be irrevocable and binding on such Borrower. Such Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by such Borrower to fulfill on or before the date specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing when such Competitive Bid Advance, as a result of such failure, is not made on such date.

(b) Each Competitive Bid Borrowing shall be in an aggregate amount of $10,000,000 (or the Equivalent thereof in any Committed Currency, determined as of the time of the applicable Notice of Competitive Bid Borrowing) or an integral multiple of $1,000,000 (or the Equivalent thereof in any Committed Currency, determined as of the time of the applicable Notice of Competitive Bid Borrowing) in excess thereof and, following the making of each Competitive Bid Borrowing, the Borrower that has borrowed such Competitive Bid Borrowing shall be in compliance with the limitation set forth in the proviso to the first sentence of subsection (a) above. If required under applicable lending rules, the foregoing amount shall be rounded to the nearest whole number in the applicable Committed Currency.

(c) Within the limits and on the conditions set forth in this Section 2.03, any Borrower may from time to time borrow under this Section 2.03, repay or prepay pursuant to subsection (d) below, and reborrow under this Section 2.03; provided that a Competitive Bid Borrowing shall not be made within three Business Days of the date of any other Competitive Bid Borrowing.

(d) Any Borrower that has borrowed through a Competitive Bid Borrowing shall repay to the Agent for the account of each Lender that has made a Competitive Bid Advance, on the maturity date of each Competitive Bid Advance (such maturity date being that specified by such Borrower for repayment of such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and provided in the Competitive Bid Note evidencing such Competitive Bid Advance), the then unpaid principal amount of such Competitive Bid Advance. Such Borrower shall have no right to prepay any principal amount of any Competitive Bid Advance unless, and then only on the terms, specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above and set forth in the Competitive Bid Note evidencing such Competitive Bid Advance.

(e) Each Borrower that has borrowed through a Competitive Bid Borrowing shall pay interest on the unpaid principal amount of each Competitive Bid Advance comprising such Competitive Bid Borrowing from the date of such Competitive Bid Advance to the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its notice with respect thereto delivered pursuant to subsection (a)(ii) above, payable on the interest payment date or dates specified by such Borrower for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to subsection (a)(i) above, as provided in the Competitive Bid Note evidencing such Competitive Bid Advance. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), such Borrower shall pay interest on the amount of unpaid principal of and interest on each Competitive Bid Advance owing to a Lender, payable in arrears on the date or dates interest is payable

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thereon, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on such Competitive Bid Advance under the terms of the Competitive Bid Note evidencing such Competitive Bid Advance unless otherwise agreed in such Competitive Bid Note.

(f) The indebtedness of any Borrower resulting from each Competitive Bid Advance made to such Borrower as part of a Competitive Bid Borrowing shall be evidenced by a separate Competitive Bid Note of such Borrower payable to the order of the Lender making such Competitive Bid Advance.

SECTION 2.04. Fees(a) Facility Fee. The Company agrees to pay to the Agent for the account of each Lender a facility fee on the aggregate amount of such Lender’s Revolving Credit Commitment from the Effective Date in the case of each Initial Lender and from the effective date specified in the Assumption Agreement or in the Assignment and Acceptance pursuant to which it became a Lender in the case of each other Lender until the Termination Date at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing September 30, 2004, and on the Termination Date.

(b) Agent’s Fees. The Company shall pay to the Agent for its own account such fees as may from time to time be agreed between the Company and the Agent.

(c) Sub-Agent’s Fees. Finco shall pay to Citibank Canada, as Sub-Agent, for its own account such fees as may from time to time be agreed between the Company and the Agent.

SECTION 2.05. Termination or Reduction of the Commitments(a) Optional Ratable Termination or Reduction. The Company shall have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or reduce ratably in part the respective Unused Revolving Credit Commitments of the Revolving Credit Lenders or the Unused Canadian Prime Rate Commitments of the Canadian Prime Rate Lenders; provided that each partial reduction (i) shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably among the Appropriate Lenders in accordance with their Commitments with respect to such Facility.

(b) Non-Ratable Termination by Assignment. The Company shall have the right, upon at least ten Business Days’ written notice to the Agent (which shall then give prompt notice thereof to the relevant Lender), to require any Lender that makes a demand or as to which there is an obligation for payment under Section 2.11 or 2.14 to assign, pursuant to and in accordance with the provisions of Section 9.07, all of its rights and obligations under this Agreement and under the Notes to an Eligible Assignee selected by the Company; provided, however, that (i) no Event of Default shall have occurred and be continuing at the time of such request and at the time of such assignment; (ii) the assignee shall have paid to the assigning Lender the aggregate principal amount of, and any interest accrued and unpaid to the date of such assignment on, the Note or Notes of such Lender; (iii) the Company shall have paid to the assigning Lender any and all facility fees and other fees payable to such Lender and all other accrued and unpaid amounts owing to such Lender under any provision of this Agreement (including, but not limited to, any increased costs or other additional amounts owing under Section 2.11 and any indemnification for Taxes under Section 2.14) as of the effective date of such assignment; and (iv) if the assignee selected by the Company is not an existing Lender, such assignee or the Company shall have paid the processing and recordation fee required under Section 9.07(a) for such assignment; provided further that the assigning Lender’s rights under Sections 2.11, 2.14 and 9.04, and its obligations under Section 8.05, shall survive such assignment as to matters occurring prior to the date of assignment.

SECTION 2.06. Repayment of Committed Advances Each Borrower shall repay to the Agent for the ratable account of the Lenders on the Termination Date the aggregate principal amount of the Committed Advances then outstanding in respect of such Borrower.

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SECTION 2.07. Interest on Committed Advances(a) Scheduled Interest on Revolving Credit Advances. Each Borrower shall pay interest on the unpaid principal amount of each Revolving Credit Advance owing by such Borrower to each Revolving Credit Lender from the date of such Revolving Credit Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances. During such periods as such Revolving Credit Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii) Eurocurrency Rate Advances. During such periods as such Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Revolving Credit Advance to the sum of (x) the Eurocurrency Rate for such Interest Period for such Revolving Credit Advance plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full.

(b) Scheduled Interest on Canadian Prime Rate Advances. Finco shall pay interest on the unpaid principal amount of each Canadian Prime Rate Advance to each Canadian Prime Rate Lender from the date of such Canadian Prime Rate Advance until such principal amount shall be paid in full, at a rate per annum equal at all times to the sum of (x) the Canadian Prime Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time plus (z) the Applicable Utilization Fee in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Canadian Prime Rate Advance shall be paid in full.

(c) Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), each Borrower shall pay interest on (i) the unpaid principal amount of each Advance (other than a Competitive Bid Advance) owing by such Borrower to each Lender, payable in arrears on the dates referred to in clause (a)(i), (a)(ii) or (b) above, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i), (a)(ii) or (b) above (or, if applicable, the proviso to Section 2.08(b) below), (ii) to the fullest extent permitted by law, the amount of any interest (other than as set forth in clause (iii) below), fee or other amount payable hereunder by such Borrower that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above and (iii) to the fullest extent permitted by law, the amount of any interest payable hereunder by Finco that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 1% per annum above the rate per annum required to be paid on Canadian Prime Rate Advances pursuant to clause (b) above.

SECTION 2.08. Interest Rate Determination(a) Each Reference Bank agrees to furnish to the Agent timely information for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Agent for the purpose of determining any such interest rate, the Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks. The Agent shall give prompt notice to the Company and the Appropriate Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii) or 2.07(i) , and the rate, if any, furnished by each Reference Bank for the purpose of determining the interest rate under Section 2.07(a)(ii).

(b) If, with respect to any Eurocurrency Rate Advances, the Required Lenders reasonably and in good faith notify the Agent that (i) they are unable to obtain matching deposits in the London inter-bank market at or about 11:00 A.M. (London time) on the second Business Day before the making of a Borrowing in sufficient amounts to fund their respective Revolving Credit Advances as a part of such Borrowing during its Interest Period or (ii) the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Agent shall forthwith so notify each Borrower and the Revolving Credit Lenders, whereupon (A) the Borrower of such Eurocurrency Rate Advances will, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advances are denominated in Dollars, either (x) prepay such Advances or (y) Convert such

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Advances into Base Rate Advances and (2) if such Eurocurrency Rate Advances are denominated in any Committed Currency, either (x) prepay such Advances or (y) exchange such Advances into an Equivalent amount of Dollars and Convert such Advances into Base Rate Advances and (B) the obligation of the Revolving Credit Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Rate Advances shall be suspended until the Agent shall notify each Borrower and the Revolving Credit Lenders that the circumstances causing such suspension no longer exist; provided that, if the circumstances set forth in clause (ii) above are applicable, the applicable Borrower may elect, by notice to the Agent and the Revolving Credit Lenders, to continue such Advances in such Committed Currency for Interest Periods of not longer than one month, which Advances shall thereafter bear interest at a rate per annum equal to the Applicable Margin plus, for each Revolving Credit Lender, the cost to such Lender (expressed as a rate per annum) of funding its Eurocurrency Rate Advances by whatever means it reasonably determines to be appropriate. Each Revolving Credit Lender shall certify its cost of funds for each Interest Period to the Agent and the Company as soon as practicable (but in any event not later than ten Business Days after the first day of such Interest Period).

(b) If any Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify such Borrower and the Revolving Credit Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advances are denominated in Dollars, Convert into Base Rate Advances and (ii) if such Eurocurrency Rate Advances are denominated in a Committed Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances.

(c) Upon the occurrence and during the continuance of any Event of Default under Section 6.01(a), (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advances are denominated in Dollars, be Converted into Base Rate Advances and (B) if such Eurocurrency Rate Advances are denominated in any Committed Currency, be exchanged into an Equivalent amount of Dollars and be Converted into Base Rate Advances and (ii) the obligation of the Revolving Credit Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended; provided that the applicable Borrower may elect, by notice to the Agent and the Revolving Credit Lenders within one Business Day of such Event of Default, to continue such Advances in such Committed Currency, whereupon the Agent may require that each Interest Period relating to such Eurocurrency Rate Advances shall bear interest at the Overnight Eurocurrency Rate for a period of three Business Days and thereafter, each such Interest Period shall have a duration of not longer than one month. “Overnight Eurocurrency Rate” means the rate per annum applicable to an overnight period beginning on one Business Day and ending on the next Business Day equal to the sum of 1%, the Applicable Margin and the average, rounded upward to the nearest whole multiple of 1/16 of 1%, if such average is not such a multiple, of the respective rates per annum quoted by each Reference Bank to the Agent on request as the rate at which it is offering overnight deposits in the relevant currency in amounts comparable to such Reference Bank’s Eurocurrency Rate Advances.

(d) If Moneyline Telerate Markets Page 3750 or, if applicable, Page 248 of the Moneyline Telerate Service, is unavailable and fewer than two Reference Banks furnish timely information to the Agent for determining the Eurocurrency Rate or LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

(i) the Agent shall forthwith notify the relevant Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be,

(ii) with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, (A) if such Eurocurrency Rate Advance is denominated in Dollars, be prepaid by the applicable Borrower or be automatically Converted into a Base Rate Advance and (B) if such Eurocurrency Rate Advance is denominated in any Committed Currency, be prepaid by the applicable Borrower or be automatically exchanged into an Equivalent amount of Dollars and be Converted into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and

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(iii) the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Agent shall notify the Borrowers and the Lenders that the circumstances causing such suspension no longer exist.

(e) Interest Act (Canada). Whenever a rate of interest hereunder is calculated on the basis of a year (the “deemed year”) which contains fewer days than the actual number of days in the calendar year of calculation, such rate of interest shall be expressed as a yearly rate for purposes of the Interest Act (Canada) by multiplying such rate of interest by the actual number of days in the calendar year of calculation and dividing it by the number of days in the deemed year.

(f) Nominal Rates; No Deemed Reinvestment. The principle of deemed reinvestment of interest shall not apply to any interest calculation under this Agreement; all interest payments to be made hereunder shall be paid without allowance or deduction for reinvestment or otherwise, before and after maturity, default and judgment. The rates of interest specified in this Agreement are intended to be nominal rates and not effective rates. Interest calculated hereunder shall be calculated using the nominal rate method and not the effective rate method of calculation.

(g) Interest Paid by Finco. Notwithstanding any provision of this Agreement, in no event shall the aggregate “interest” (as defined in Section 347 of the Criminal Code (Canada)) payable by Finco under this Agreement exceed the effective annual rate of interest on the “credit advanced” (as defined in that Section) under this Agreement lawfully permitted by that Section and, if any payment, collection or demand pursuant to this Agreement in respect of “interest” (as defined in that Section) is determined to be contrary to the provisions of that Section, such payment, collection or demand shall be deemed to have been made by mutual mistake of Finco and the Canadian Prime Rate Lenders and the amount of such payment or collection shall be refunded to Finco. For the purposes of this Agreement, the effective annual rate of interest shall be determined in accordance with generally accepted actuarial practices and principles over the relevant term and, in the event of a dispute, a certificate of a Fellow of the Canadian Institute of Actuaries appointed by the Canadian Prime Rate Lenders will be prima facie evidence of such rate.

SECTION 2.09. Optional Conversion of Revolving Credit Advances Each Borrower may on any Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.08 and 2.12, Convert all Revolving Credit Advances made to such Borrower denominated in Dollars of one Type comprising the same Borrowing into Revolving Credit Advances denominated in Dollars of the other Type; provided, however, that any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances and no Conversion of Base Rate Advances into Eurocurrency Rate Advances shall result in more separate Revolving Credit Borrowings than permitted under Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Dollar denominated Revolving Credit Advances to be Converted, and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower requesting such Conversion.

SECTION 2.10. Prepayments of Committed Advances. (a) Optional. Each Borrower may, upon notice at least two Business Days prior to the date of such prepayment, in the case of Eurocurrency Rate Advances, and not later than 11:00 A.M. (New York City time) on the date of such prepayment, in the case of Base Rate Advances and Canadian Prime Rate Advances, to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given such Borrower shall, prepay the outstanding principal amount of the Committed Advances comprising part of the same Borrowing in whole or ratably in part (without premium or penalty or additional costs other than pursuant to Section 9.04(c)), together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof or the Equivalent thereof in a Committed Currency (determined on the date notice of prepayment is given) and (y) in the event of any such prepayment of a Eurocurrency Rate Advance, the Applicable Borrower shall be obligated to reimburse the Revolving Credit Lenders in respect thereof pursuant to Section 9.04(c). Each notice of prepayment by a Designated Subsidiary shall be given to the Agent through the Company.

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(b) Mandatory Prepayments. (i) If the Agent notifies the Company that, on any interest payment date, the sum of (A) the aggregate principal amount of the sum of all Advances denominated in Dollars then outstanding plus (B) the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of the sum of all Advances denominated in Committed Currencies then outstanding exceeds 103% of the Revolving Credit Facility on such date, the Company and each other Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Advances owing by the Borrowers in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the Revolving Credit Facility on such date.

(ii) If the Agent notifies the Company that, on any interest payment date, the Equivalent in Dollars (determined on the third Business Day prior to such interest payment date) of the aggregate principal amount of all Canadian Prime Rate Advances then outstanding exceeds 103% of the Canadian Prime Rate Facility on such date, Finco shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of Canadian Prime Rate Advances in an aggregate amount sufficient to reduce such amount to an amount not to exceed 100% of the Canadian Prime Rate Facility on such date.

(iii) Each prepayment made pursuant to this Section 2.10(b) shall be made together with any interest accrued to the date of such prepayment on the principal amounts prepaid and, in the case of any prepayment of a Eurocurrency Rate Advance or a LIBO Rate Advance on a date other than the last day of an Interest Period or at its maturity, any additional amounts which such Borrower shall be obligated to reimburse to the Revolving Credit Lenders in respect thereof pursuant to Section 9.04(b). The Agent shall give prompt notice of any prepayment required under this Section 2.10(b) to the Borrowers and the Appropriate Lenders.

SECTION 2.11. Increased Costs (a) If, after the date hereof the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System but excluding with respect to any Eurocurrency Rate Advance or LIBO Rate Advance any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Eurocurrency Rate Advances or LIBO Rate Advances, its Notes or its obligation to make Eurocurrency Rate Advances, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Eurocurrency Rate Advance or LIBO Rate Advance, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto by an amount deemed by such Lender to be material, then, within 15 days after demand by such Lender, the Borrower of such Advances shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction.

(b) If any Lender shall have determined that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction.

(c) Each Lender will notify the Agent and the Company of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section within the time limitation set forth in Section 9.04(d) and will designate a different Eurocurrency Lending Office if such

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designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods.

SECTION 2.12. Illegality If, after the date of this Agreement, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Eurocurrency Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for any Lender (or its Eurocurrency Lending Office) to make, maintain or fund its Eurocurrency Rate Advances in Dollars or any Committed Currency or LIBO Rate Advances in Dollars or any Committed Currency hereunder such Lender shall so notify the Agent and the Company, whereupon until such Lender notifies the Agent and the Company that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to make such Eurocurrency Rate Advances shall be suspended. Before giving any notice to the Agent and the Company pursuant to this Section, such Lender shall designate a different Eurocurrency Lending Office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If such Lender shall determine that it may not lawfully continue to maintain and fund any of its outstanding Eurocurrency Rate Advances or LIBO Rate Advances to maturity and shall so specify in such notice, each such Eurocurrency Rate Advance or such LIBO Rate Advance, as the case may be, will automatically, upon such demand, (a) if such Eurocurrency Rate Advance or LIBO Rate Advance is denominated in Dollars, be converted into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be and (b) if such Eurocurrency Advance or LIBO Rate Advance is denominated in any Committed Currency, be exchanged into an Equivalent amount of Dollars and converted into a Base Rate Advance or an Advance that bears interest at the rate set forth in Section 2.07(a)(i), as the case may be.

SECTION 2.13. Payments and Computations (a) Each Borrower shall make each payment hereunder, except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 12:00 noon (New York City time) on the day when due in Dollars to the Agent at the applicable Agent’s Account in same day funds, without deduction for any counterclaim or set-off. Each Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Currency, not later than 12:00 noon (at the Payment Office for such Committed Currency) on the day when due in such Committed Currency to the Agent, by deposit of such funds to the applicable Agent’s Account in same day funds, without deduction for any counterclaim or set-off. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest or facility fees ratably (other than amounts payable pursuant to Section 2.03, 2.11, 2.14 or 9.04(c)) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date the Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(c), from and after the effective date specified in such Assignment and Acceptance, the Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) All computations of interest based on the Base Rate, Canadian Prime Rate and of fees shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate shall be made by the Agent on the basis of a year of 360 days and computations in respect of Competitive Bid Advances shall be made by the Agent or the Sub-Agent, as the case may be, as specified in the applicable Notice of Competitive Bid Borrowing (or, in each case of Advances denominated in Committed Currencies where market practice differs, in accordance with market practice), in each

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case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or facility fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or facility fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances or LIBO Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d) Unless the Agent shall have received notice from any Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Agent may assume that such Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at (i) the Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Agent in respect of such amount in the case of Advances denominated in Committed Currencies.

SECTION 2.14. Taxes (a) Any and all payments by any Borrower hereunder or under the Notes shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, (i) in the case of each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction under the laws of which such Lender or the Agent (as the case may be) is organized or any political subdivision thereof, (ii) in the case of each Lender, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof, (iii) in the case of each Lender and the Agent, taxes imposed on its overall net income, and franchise taxes imposed on it in lieu of net income taxes, by a jurisdiction or any political subdivision thereof as a result of a past or present connection of such Lender or the Agent with such jurisdiction, and (iv) in the case of each Canadian Prime Rate Lender, any taxes that are imposed by Canada with respect to a payment made under this Agreement if such Canadian Prime Rate Lender is a non-resident of Canada for purposes of Part XIII of the Income Tax Act (Canada) other than as a result of a change of law after the date such Canadian Prime Rate Lender became a party to this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). If any Borrower shall be required by law to deduct any Taxes from or in respect of any sum paid or payable hereunder or under any Note to any Lender or the Agent, or, if the Agent shall be required by law to deduct any Taxes from or in respect of any sum paid or payable hereunder or under any Note to any Lender or if the Sub-Agent shall be required by law to deduct any Taxes from or in respect of any sum paid or payable hereunder or under any Note to any Lender or to the Agent, (i) subject to the provisions below, the sum payable by such Borrower shall be increased by such Borrower as may be necessary so that, after making all required deductions (including deductions, whether by such Borrower or the Agent, applicable to additional sums payable under this Section 2.14) such Lender, the Sub-Agent and the Agent each receive an amount equal to the sum they each would have received had no such deductions been made (for example, and without limitation, if the sum paid or payable hereunder from or in respect of which a Borrower or the Agent shall be required to deduct any Taxes is interest, the interest payable by such Borrower shall be increased by such Borrower as may be necessary so that, after making all required deductions (including deductions applicable to additional interest), such Lender and the Agent each receive interest equal to the interest they each would have received had no such deduction been made), (ii) such Borrower (or, as the case may be and as required by applicable law, the Agent) shall make such deductions and (iii) such Borrower (or, as the case may be and as required by applicable law, the Agent) shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, each Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or under

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the Notes or from the execution, delivery or registration of, performance under, or otherwise with respect to this Agreement (other than an assignment by a Lender pursuant to Section 9.07 unless such assignment is made at the request of the Company) or the Notes (hereinafter referred to as “Other Taxes”).

(c) Each Borrower shall indemnify each Lender and the Agent for and hold it harmless against the full amount of Taxes or Other Taxes (as well as, without limitation, taxes of any kind imposed by any jurisdiction on amounts payable under this Section 2.14) imposed on or paid by such Lender or the Agent (as the case may be) and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender or the Agent (as the case may be) makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes, each Borrower shall furnish to the Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment. In the case of any payment hereunder or under the Notes by or on behalf of any Borrower through an account or branch outside the United States, the United Kingdom of Great Britain and Northern Ireland, the Republic of France, the Kingdom of The Netherlands, the Kingdom of Luxembourg, the Kingdom of Belgium and Canada or by or on behalf of any Borrower by a payor that is not a United States person or a corporation organized under the laws of the United Kingdom of Great Britain and Northern Ireland, the Republic of France, the Kingdom of The Netherlands, the Kingdom of Luxembourg, the Kingdom of Belgium and Canada, if such Borrower determines that no Taxes are payable in respect thereof, such Borrower shall furnish, or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e) Except as otherwise provided below, each Lender, (i) on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender, (ii) on the date of the Assumption Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender in the case of each other Lender, (iii) upon any change in its Applicable Lending Office, (iv) upon a change in its place of incorporation or a change in its tax classification as a corporate or fiscally transparent entity, and (v) within 30 days of receipt of any written request by any Borrower (but only so long as such Lender remains lawfully able to do so), shall provide such Borrower and the Agent with any form or certificate that is required by any taxing authority including, if applicable, two original Internal Revenue Service Forms W-9, W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying (if it is the case) that such Lender is exempt from Home Jurisdiction Withholding Taxes, or in the case of a Revolving Credit Borrowing or Competitive Bid Borrowing by Enterprises Belgium or Finco, is entitled to a reduced rate of Home Jurisdiction Withholding Taxes pursuant to an applicable income tax treaty between Belgium or Canada, as the case may be, and the country of incorporation or organization of a Lender on payments pursuant to this Agreement or the Notes; provided, however, that such Lender shall have been advised in writing by each Borrower (including at the time any renewal form is due) of the form or certificate applicable to it, determined by reference to the jurisdiction of organization and Applicable Lending Office of such Lender set forth on Schedule I hereto, in the case of each Initial Lender, or to the jurisdiction of organization and Applicable Lending Office of such Lender set forth in the Assumption Agreement or Assignment and Acceptance pursuant to which it became a Lender, in the case of each other Lender, or such other branch or office of any Lender designated by such Lender from time to time. Notwithstanding the foregoing, in the case of any Borrowing by Enterprises Limited, each Lender may provide evidence satisfactory to such Borrower and the Agent that it has filed the necessary applications for exemption from Home Jurisdiction Withholding Taxes within 10 Business Days of the relevant date specified in clause (i), (ii), (iii), (iv) or (v) of the preceding sentence in lieu of providing any form or certificate required by the relevant taxing authority on the relevant date specified above; provided, however, that for purposes of Section 2.14(f) no Lender shall be considered to have satisfied the requirements of this Section 2.14(e) until such Lender furnishes to such Borrower any form or certificate required by the relevant taxing authority certifying (if it is the case) that such Lender is exempt from Home Jurisdiction Withholding Taxes. If any form or document referred to in this subsection (e) requires the disclosure of information not substantially similar to the information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service Forms W-9, W-8BEN or W-8ECI, and which a Lender reasonably considers to be confidential, such Lender shall give notice thereof to the Company and shall not be obligated to include in such form or document such confidential information.

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“Home Jurisdiction Withholding Taxes” means (a) in the case of the Company and US Holdings, withholding taxes imposed by the United States, (b) in the case of Enterprises Limited, withholding taxes imposed by the United Kingdom of Great Britain and Northern Ireland, (c) in the case of Enterprises France, withholding taxes imposed by the Republic of France, (d) in the case of Netherlands Holdings and Enterprises Netherlands, withholding taxes imposed by the Kingdom of The Netherlands, (e) in the case of Enterprises Belgium, withholding taxes imposed by the Kingdom of Belgium, (f) in the case of Finco, withholding taxes imposed by Canada and (g) in the case of Enterprises Luxembourg, withholding taxes imposed by the Kingdom of Luxembourg.

(f) For any period with respect to which a Lender has failed to provide such Borrower with the appropriate form or certificate described in Section 2.14(e) (other than if such failure is due to a change in law (including, without limitation, any change in regulation or change in the interpretation of any statute or regulation or other rule of law) occurring subsequent to the date on which a form originally was required to be provided), such Lender (other than, in the case of clause (i) below for Taxes imposed by the United Kingdom of Great Britain and Northern Ireland, the Republic of France, the Kingdom of The Netherlands and the Kingdom of Luxembourg, a Lender incorporated or organized under the laws of Canada) shall not be entitled to indemnification under Section 2.14(a) or (c) (i) with respect to Taxes imposed by the United States, the United Kingdom of Great Britain and Northern Ireland, the Republic of France, the Kingdom of The Netherlands and the Kingdom of Luxembourg, the Taxes by reason of such failure or (ii) with respect to Taxes imposed by the Kingdom of Belgium or Canada, the Taxes imposed based on a withholding tax rate in excess of the rate allowed in the applicable income tax treaty between such country and the country of incorporation or organization of a Lender, as the case may be; provided, however, that should a Lender become subject to Taxes because of its failure to deliver a form or certificate required hereunder, each Borrower shall take such steps as such Lender shall reasonably request, and at such Lender’s expense, to assist such Lender to recover such Taxes; and provided, further, that should any Borrower be required to pay any amounts under Section 2.14(a) or (c), and such Borrower delivers to each Lender that received such amounts an opinion of counsel that payments to such Lender or the Agent were not in fact subject to Taxes, each Lender (x) shall use reasonable efforts to cooperate with the Borrowers, including, but not limited to filing and pursuing a claim of refund in its own name (provided that the applicable Borrower agrees in writing to indemnify and reimburse such Lender for its actual out-of-pocket expenses in connection with such claim for refund), in obtaining a refund of Taxes, and if such Lender receives a refund of Taxes shall promptly pay such Taxes over to the applicable Borrower or (y) in the sole discretion of such Lender, may decline to claim any such refund but shall repay to the Borrowers within 30 days after the delivery of such opinion of counsel the amounts paid in respect of Taxes on payments that such opinion concluded were not in fact subject to Taxes and such Lender shall forego any indemnification claim against the Borrowers of such amounts.

(g) In addition, any Lender will not be entitled to indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by the United States, the United Kingdom of Great Britain and Northern Ireland, the Republic of France, the Kingdom of The Netherlands, the Kingdom of Luxembourg, the Kingdom of Belgium and Canada to the extent that such Taxes would not be required to be paid but for the failure of any form provided by such Lender pursuant to Section 2.14(e) to be accurate and true unless such failure (x) is immaterial and does not impact the effectiveness of such form, (y) has been corrected prior to payment of Taxes by providing the Borrowers with an effective form or (z) would not have occurred but for (A) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which an Advance or Borrowing is made (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (B) a change in tax law.

(h) In the case of a Lender that initially becomes a party to this Agreement pursuant to an assignment under Section 9.07 or a Lender that undertakes a change in its Applicable Lending Office, a change in its place of incorporation or a change in its tax classification, no additional amounts will be payable by the Borrowers with respect to any Home Jurisdiction Withholding Taxes that exceed the amount of such Home Jurisdiction Withholding Taxes that are imposed prior to such assignment, change in Applicable Lending Office, change in place of incorporation or change in tax classification.

(i) If any Lender determines, in its sole discretion, that it will realize by reason of a refund, deduction or credit of any Taxes to be paid or reimbursed by any Borrower pursuant to subsection (a) or (c) above in respect of payments under this Agreement or the Notes, any current monetary benefit that it would otherwise not have obtained but for the payment of such Taxes, such Borrower shall not be required to reimburse such Lender under subsection (a) or (c) above to the extent of such amount, net of all out-of-pocket expenses incurred by such

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Lender and allocable to securing such refund, deduction or credit; provided, however, that if such Lender subsequently determines that it is not entitled to such current monetary benefit, such Borrower shall pay such amount to the Lender with 30 days of written request by such Lender. If any Lender determines, in its sole discretion, that it has actually and finally realized, by reason of a refund, deduction or credit of any Taxes paid or reimbursed by any Borrower pursuant to subsection (a) or (c) above in respect of payments under this Agreement or the Notes, a current monetary benefit that it would otherwise not have obtained but for the payment of such Taxes, and that would result in the total payments under this Section 2.14 exceeding the amount needed to make such Lender whole, such Lender shall pay to such Borrower, with reasonable promptness following the date on which it actually realizes such benefit, an amount equal to the lesser of the amount of such benefit or the amount of such excess, in each case net of all out-of-pocket expenses incurred by such Lender and allocable to securing such refund, deduction or credit.

(j) Any Lender or the Agent (as the case may be) claiming any additional amounts payable pursuant to this Section 2.14 will notify the Agent and the applicable Borrower of such claim within the time limitation set forth in Section 9.04(d) and agrees to use reasonable efforts (consistent with such Lender’s or the Agent’s (as the case may be) internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office or the office of the Agent (as the case may be) if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the sole judgment of such Lender or in the reasonable judgment of the Agent (as the case may be), be otherwise disadvantageous to such Lender or the Agent (as the case may be). Each Borrower shall promptly upon request by any Lender or the Agent take all actions (including, without limitation, the completion of forms and the provision of information to the appropriate taxing authorities) reasonably requested by such Lender or the Agent to secure the benefit of any exemption from, or relief with respect to, Taxes or Other Taxes in relation to any amounts payable under this Agreement.

(k) Each Canadian Prime Rate Lender hereby represents and warrants to Finco that it is not a non-resident of Canada for the purposes of Part XIII of the Income Tax Act (Canada).

SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Committed Advances owing to it (other than pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its ratable share of payments on account of such Committed Advances obtained by all the Appropriate Lenders, such Lender shall forthwith purchase from the other Appropriate Lenders such participations in the Committed Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

SECTION 2.16. Evidence of Debt (a) Each Appropriate Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from each Committed Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of such Advances. Each Borrower agrees that upon reasonable notice by any Lender to such Borrower (with a copy of such notice to the Agent) to the effect that a Revolving Credit Note or a Canadian Prime Rate Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Committed Advances owing to, or to be made by, such Lender, such Borrower shall promptly execute and deliver to such Lender a Revolving Credit Note or a Canadian Prime Rate Note, as the case may be, payable to the order of such Lender in a principal amount up to the Revolving Credit Commitment or the Canadian Prime Rate Commitment of such Lender, provided that if such Lender shall have received a Note under any Existing Credit Agreement, such

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Lender shall return such Note, marked “Cancelled”, to the applicable Borrower at or prior to the time of delivery of a Note under this Section 2.16.

(b) The Register maintained by the Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assumption Agreement and each Assignment and Acceptance delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from such Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from each Borrower hereunder and each Lender’s share thereof.

(c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above, and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from each Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of any Borrower under this Agreement.

SECTION 2.17. Use of Proceeds The proceeds of the Advances shall be available (and the Company agrees that it shall use such proceeds) solely for general corporate purposes of the Company and its Subsidiaries.

SECTION 2.18. Increase in the Aggregate Revolving Credit Commitments or Aggregate Canadian Prime Rate Commitments (a) The Company may, at any time but in any event not more than once in any calendar year prior to the Termination Date, by notice to the Agent, request that the aggregate amount of the Revolving Credit Commitments be increased by an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Revolving Credit Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Termination Date (the “Revolving Credit Increase Date”) as specified in the related notice to the Agent; provided, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $2,700,000,000, (ii) on the date of any request by the Company for a Revolving Credit Commitment Increase and on the related Revolving Credit Increase Date, S&P and Moody’s shall have assigned a High Rating to the commercial paper of the Company and no Default shall have occurred and be continuing and (iii) the applicable conditions set forth in Section 3.03 shall have been satisfied.

(b) The Company may, at any time but in any event not more than twice in any calendar year prior to the Termination Date, by notice to the Agent, request that the aggregate amount of the Canadian Prime Rate Commitments be increased by an amount of $25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Canadian Prime Rate Commitment Increase” and, together with the Revolving Credit Commitment Increases, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the Termination Date (the “Canadian Prime Rate Increase Date” and, together with any Revolving Credit Increase Date, an “Increase Date”) as specified in the related notice to the Agent; provided, however that (i) in no event shall the aggregate amount of Canadian Prime Rate Commitments at any time exceed $450,000,000, (ii) on the date of any request by the Company for a Canadian Prime Rate Commitment Increase and on the related Canadian Prime Rate Increase Date, S&P and Moody’s shall have assigned a High Rating to the commercial paper of the Company and no Default shall have occurred and be continuing and (iii) the applicable conditions set forth in Section 3.03 shall have been satisfied.

(c) The Agent shall promptly notify such Lender(s) and/or Eligible Assignee(s) as the Company may specify to the Agent of a request by the Company for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which such Persons wishing to participate in the Commitment Increase must commit to participate in an increase in the amount of the Revolving Credit Commitments or Canadian Prime Rate Commitments, as the case may be (the “Commitment Date”). The requested Commitment Increase shall be allocated among the Lender(s) and/or Eligible Assignee(s) willing to participate therein in such amounts as are agreed between the Company and the Agent.

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(d) Promptly following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders and Eligible Assignees are willing, in their sole discretion, to participate in the requested Commitment Increase; provided, however, that, in the case of Revolving Credit Commitment Increase, the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $50,000,000 or an integral multiple of $5,000,000 in excess thereof and, in the case of a Canadian Prime Rate Commitment Increase, the Canadian Prime Rate Commitment of each such Eligible Assignee shall be in an amount of $15,000,000 or an integral multiple of $1,000,000 in excess thereof.

(e) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment or Canadian Prime Rate Commitment, as applicable, of each Lender that has agreed to participate in a requested Commitment Increase (each such Lender, an “Increasing Lender”) for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(c)) as of such Increase Date; provided, however, that the Agent shall have received on or before such Increase Date the following, each dated such date:

(i) (A) certified copies of resolutions of the Board of Directors of each Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrowers (which may be in-house counsel), in substantially the form of Exhibit F hereto;

(ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Agent and the Company; and

(iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment or Canadian Prime Rate Commitment, as applicable, in a writing satisfactory to the Company and the Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(e), the Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Company, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

SECTION 2.19. Regulation D Compensation Each Lender that is subject to reserve requirements of the Board of Governors of the Federal Reserve System (or any successor) may require the applicable Borrower to pay, contemporaneously with each payment of interest on the Eurocurrency Rate Advances and LIBO Rate Advances, as the case may be, additional interest on the related Eurocurrency Rate Advances and LIBO Rate Advances, as the case may be, of such Lender at the rate per annum equal to the excess of (i) (A) the applicable Eurocurrency Rate or LIBO Rate, as the case may be, divided by (B) one minus the Eurocurrency Rate Reserve Percentage over (ii) the rate specified in clause (i)(A). Any Lender wishing to require payment of such additional interest (x) shall so notify the Agent and the applicable Borrower, in which case such additional interest on the Eurocurrency Rate Advances and LIBO Rate Advances, as the case may be, of such Lender shall be payable to such Lender at the place indicated in such notice with respect to each Interest Period commencing at least five Business Days after the giving of such notice and (y) shall notify the Agent and the applicable Borrower at least five Business Days prior to each date on which interest is payable on the amount then due it under this Section.

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ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING

SECTION 3.01. Conditions Precedent to Effectiveness of Sections 2.01 and 2.03 Sections 2.01 and 2.03 of this Agreement shall become effective on and as of the first date (the “Effective Date”) on which the following conditions precedent have been satisfied:

(a) The Company shall have notified the Agent as to the proposed Effective Date.

(b) The Company shall have paid all accrued fees and expenses of the Agent (including the accrued fees and expenses of counsel to the Agent).

(c) On the Effective Date, the following statements shall be true and the Agent shall have received for the account of each Lender a certificate of the Company on behalf of itself and each other Borrower, signed by a duly authorized officer of the Company, dated the Effective Date, stating that:

(i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and

(ii) No event has occurred and is continuing that constitutes a Default.

(d) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Notes) in sufficient copies for each Lender:

(i) The Notes of the Company and of Finco to the extent requested by any Appropriate Lender pursuant to Section 2.16.

(ii) Certified copies of the resolutions of (A) the Board of Directors of the Company approving this Agreement and the Notes of the Company and (B) the Board of Directors of Finco approving this Agreement and the Notes of Finco, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.

(iii) A certificate of the Secretary or an Assistant Secretary of (A) the Company certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the Notes of the Company and the other documents to be delivered by it hereunder and (B) Finco certifying the names and true signatures of the officers of Finco authorized to sign this Agreement and the Notes of Finco and the other documents to be delivered by it hereunder.

(iv) A certificate signed by a duly authorized officer of the Company certifying that Finco has obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for Finco to execute and deliver this Agreement and the Notes to which it is a party and to perform its obligations hereunder and thereunder.

(v) A favorable opinion of John Culhane, General Counsel of the Company, substantially in the form of Exhibit F hereto and as to such other matters as any Lender through the Agent may reasonably request.

(vi) A favorable opinion of counsel for Finco, substantially in the form of Exhibit G hereto and as to such other matters as any Lender through the Agent may reasonably request.

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(vii) A favorable opinion of Shearman & Sterling LLP, counsel for the Agent, in form and substance satisfactory to the Agent.

(viii) Evidence of the Process Agent’s acceptance of its appointment pursuant to Section 9.13(a) as the agent of the Company and Finco.

(ix) Such other approvals, opinions or documents as any Lender, through the Agent, may reasonably request.

(e) The termination of the commitments of the lenders and the payment in full of all advances outstanding under the Existing Credit Agreements. By execution of this Agreement, each of the Lenders that is a lender under any Existing Credit Agreement hereby waives any requirement set forth in such Existing Credit Agreement of prior notice to the termination of its commitment thereunder.

SECTION 3.02. Initial Advance to Each Designated Subsidiary The obligation of each Revolving Credit Lender to make an initial Advance to each Designated Subsidiary following any designation of such Designated Subsidiary as a Borrower hereunder pursuant to Section 9.08 is subject to the Agent’s receipt on or before the date of such initial Advance of each of the following, in form and substance satisfactory to the Agent and dated such date, and (except for the Revolving Credit Notes) in sufficient copies for each Revolving Credit Lender:

(a) The Revolving Credit Notes of such Borrower to the extent requested by any Revolving Credit Lender pursuant to Section 2.16.

(b) Certified copies of the resolutions of the Board of Directors of such Borrower (with a certified English translation if the original thereof is not in English) approving this Agreement and the Notes of such Borrower, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and such Notes.

(c) A certificate of the Secretary or an Assistant Secretary of such Borrower certifying the names and true signatures of the officers of such Borrower authorized to sign this Agreement and the Notes of such Borrower and the other documents to be delivered hereunder.

(d) A certificate signed by a duly authorized officer of the Company, dated as of the date of such initial Advance, certifying that such Borrower shall have obtained all governmental and third party authorizations, consents, approvals (including exchange control approvals) and licenses required under applicable laws and regulations necessary for such Borrower to execute and deliver this Agreement and the Notes and to perform its obligations thereunder.

(e) The Designation Letter of such Designated Subsidiary, substantially in the form of Exhibit D hereto.

(f) Evidence of the Process Agent’s acceptance of its appointment pursuant to Section 9.13(a) as the agent of such Borrower, substantially in the form of Exhibit E hereto.

(g) A favorable opinion of counsel (which may be in-house counsel) to such Designated Subsidiary, dated the date of such initial Advance, covering, to the extent customary and appropriate for the relevant jurisdiction, the opinions outlined on Exhibit H hereto.

(h) Such other approvals, opinions or documents as any Revolving Credit Lender, through the Agent, may reasonably request.

SECTION 3.03. Conditions Precedent to Each Revolving Credit Borrowing, Canadian Prime Rate Borrowing and Commitment Increase The obligation of each Lender to make a Revolving Credit Advance on the occasion of each Revolving Credit Borrowing, a Canadian Prime Rate Advance on the occasion of each Canadian Prime Rate Borrowing and each Commitment Increase shall be subject to the conditions precedent that the Effective

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Date shall have occurred and on the date of such Borrowing or such Commitment Increase (a) the following statements shall be true (and each of the giving of the applicable Notice of Committed Borrowing or request for Commitment Increase and the acceptance by the Borrower requesting such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Borrowing or such Commitment Increase such statements are true):

(i) the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of such date, before and after giving effect to such Borrowing and to the application of the proceeds therefrom or such Commitment Increase, as though made on and as of such date, and additionally, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Letter are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and

(ii) no event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom or from such Commitment Increase, that constitutes a Default;

and (b) the Agent shall have received such other approvals, opinions or documents as any Appropriate Lender through the Agent may reasonably request.

SECTION 3.04. Conditions Precedent to Each Competitive Bid Borrowing The obligation of each Lender that is to make a Competitive Bid Advance on the occasion of a Competitive Bid Borrowing to make such Competitive Bid Advance as part of such Competitive Bid Borrowing is subject to the conditions precedent that (i) the Agent shall have received the written confirmatory Notice of Competitive Bid Borrowing with respect thereto, (ii) on or before the date of such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the Agent shall have received a Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive Bid Advances to be made by such Lender as part of such Competitive Bid Borrowing, in a principal amount equal to the principal amount of the Competitive Bid Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Competitive Bid Advance in accordance with Section 2.03, and (iii) on the date of such Competitive Bid Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Competitive Bid Borrowing and the acceptance by the Borrower requesting such Competitive Bid Borrowing of the proceeds of such Competitive Bid Borrowing shall constitute a representation and warranty by such Borrower that on the date of such Competitive Bid Borrowing such statements are true):

(a) the representations and warranties contained in Section 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of the date of such Competitive Bid Borrowing, before and after giving effect to such Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Competitive Bid Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Letter are correct in all material respects on and as of the date of such Competitive Bid Borrowing, before and after giving effect to such Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date,

(b) no event has occurred and is continuing, or would result from such Competitive Bid Borrowing or from the application of the proceeds therefrom, that constitutes a Default, and

(c) the Company has made all filings required to be made by it under applicable securities laws.

SECTION 3.05. Determinations Under Section 3.01 For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated

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by this Agreement shall have received notice from such Lender prior to the date that the Company, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrowers Each Borrower represents and warrants as follows:

(a) Such Borrower is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction indicated at the beginning of this Agreement. Such Borrower is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction (other than the jurisdiction of its incorporation) in which the nature of its activities or the character of the properties it owns or leases makes such qualification necessary and in which the failure so to qualify would have a materially adverse effect on the financial condition or operations of the Company and its Subsidiaries taken as a whole.

(b) The execution, delivery and performance by such Borrower of this Agreement and the Notes of such Borrower are within such Borrower’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) such Borrower’s charter or by-laws (or equivalent constitutive documents) or (ii) any law, rule, regulation or contractual restriction in any material contract or, to the knowledge of the Chief Financial Officer of the Company, any other contract the breach of which would limit the ability of such Borrower to perform its obligations under this Agreement or the Notes, binding on or affecting such Borrower.

(c) No authorization or approval or other action by, and no notice to or filing with, such governmental authority or regulatory body is required for the due execution, delivery and performance by such Borrower of this Agreement or the Notes delivered by it.

(d) This Agreement is, and the Notes when delivered hereunder will be, legal, valid and binding obligations of such Borrower party thereto enforceable against such Borrower in accordance with their respective terms.

(e) The Consolidated financial statements of the Company and its Consolidated Subsidiaries as of December 31, 2003 and the related Consolidated statements of income, Consolidated balance sheets, Consolidated statements of shareholders’ equity and Consolidated statements of cash flows for the fiscal year then ended, reported on by Ernst & Young LLP and set forth in the Company’s 2003 Form 10-K, and the Consolidated financial statements of the Company and its Consolidated Subsidiaries as of July 2, 2004 and the related Consolidated statements of income, Consolidated balance sheets, Consolidated statements of shareholders’ equity and Consolidated statements of cash flows for the six months then ended, duly certified by the chief financial officer of the Company, a copy of which has been delivered to each of the Lenders, fairly present, subject, in the case of said financial statements as at July 2, 2004, to year-end audit adjustments, in accordance with generally accepted accounting principles, the consolidated financial position of the Company and its Consolidated Subsidiaries at such dates and their consolidated results of operations for the periods ended on such dates. Since December 31, 2003, there has been no material adverse change in the business, financial position or results of operations of the Company and its Subsidiaries, taken as a whole.

(f) There is no pending or, to the best of such Borrower’s knowledge, threatened action or proceeding involving such Borrower or any of its Subsidiaries before any court, governmental agency or arbitrator, (i) which is likely to materially adversely affect the financial condition or operations of the Company and its Subsidiaries taken as a whole or (ii) which purports to affect the legality, validity or enforceability of this Agreement or any Note.

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(g) No proceeds of any Advance will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, other than immaterial quantities of equity securities held in the investment portfolio of a Person whose stock is acquired with the proceeds of such Advance.

(h) Such Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(i) No Default described in Section 6.01(g) has occurred and is continuing, or is reasonably expected to occur within 60 days.

(j) A copy of the Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) of the Company or any ERISA Affiliate with respect to each Plan has been filed with the Department of Labor, and each such Schedule B fairly presents the funding status and financial condition of such Plan in all material respects, and since the date of such Schedule B there has been no material adverse change in such funding status or financial condition.

(k) Such Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE V

COVENANTS OF THE COMPANY

SECTION 5.01. Affirmative Covenants So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will, unless the Required Lenders shall otherwise consent in writing:

(a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders (including, without limitation, ERISA and the rules and regulations thereunder and all applicable environmental laws), noncompliance with which would materially adversely affect the business or financial condition of the Company and its Consolidated Subsidiaries, taken as a whole.

(b) Reporting Requirements. Furnish to the Agent on behalf of the Lenders:

(i) as soon as available and in any event not later than 55 days after the end of each of the first three quarters of each fiscal year of the Company, commencing with the fiscal quarter ending October 1, 2004, Consolidated balance sheets of the Company and its Consolidated Subsidiaries as of the end of such quarter, and related Consolidated statements of income of the Company and its Consolidated Subsidiaries for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, and Consolidated statements of cash flows of the Company and its Consolidated Subsidiaries for such quarter and for such period, in each case signed by the chief financial officer of the Company, together with (A) the representation and warranty of the Company to the effect that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action which the Company has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Required Lenders of the computations used by the Company in determining compliance with the covenants contained in Section 5.02(a);

(ii) as soon as available and in any event not later than 110 days after the end of each fiscal year of the Company, a copy of the annual report for such year for the Company and its Consolidated Subsidiaries, containing the Consolidated financial statements for such fiscal year

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with a report thereon by Ernst & Young LLP or other independent public accountants acceptable to the Required Lenders stating that such Consolidated financial statements fairly present the Consolidated financial position of the Company and its Consolidated Subsidiaries as at the date indicated and the Consolidated results of their operations and cash flows for the period indicated in conformity with generally accepted accounting principles applied on a consistent basis (except for changes required by the accounting profession or changes concurred in by the Company’s independent public accountants) and that the audit by such accountants in connection with such Consolidated financial statements has been made in accordance with generally accepted auditing standards, together with (A) the representation and warranty of the Company to the effect that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action which the Company has taken and proposes to take with respect thereto and (B) a schedule in form satisfactory to the Required Lenders of the computations used by the Company in determining compliance with the covenants contained in Section 5.02(a);

(iii) as soon as possible and in any event within five days after the chief financial officer of the Company has knowledge of the occurrence of each Default continuing on the date of such statement, a statement of such chief financial officer setting forth details of such Default and the action which the Company has taken and proposes to take with respect thereto;

(iv) promptly after the sending or filing thereof, copies of all reports which the Company sends to its security holders (other than reports furnished only to The Coca–Cola Company), and copies of all reports and registration statements which become effective which the Company or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange;

(v) as soon as possible and in any event (A) within 60 Business Days after the Company or any ERISA Affiliate knows or has reason to know that any event described in clause (a) or (d) of the definition of ERISA Event with respect to any Plan has occurred and (B) within 30 Business Days after the Company or any ERISA Affiliate knows or has reason to know that any other ERISA Event with respect to any Plan has occurred, a statement of the chief financial officer of the Company describing such ERISA Event and the action, if any, which the Company or such ERISA Affiliate proposes to take with respect thereto;

(vi) promptly and in any event within six Business Days after receipt thereof by the Company or any ERISA Affiliate, copies of each notice received by the Company or any ERISA Affiliate from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(vii) promptly and in any event within 30 Business Days after receipt thereof by the Company or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Company or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability by a Multiemployer Plan, (B) the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title V of ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D) the amount of liability incurred, or expected to be incurred, by the Company or any ERISA Affiliate in connection with any event described in clause (A), (B) or (C) above;

(viii) promptly after the preparation thereof, if any, annual financial statements of each of the Borrowers other than the Company; and

(ix) such other information respecting the condition or operations, financial or otherwise, of the Company or any of its Subsidiaries as any Lender through the Agent may from time to time reasonably request, including, without limitation, documents required by regulatory authorities with respect to “Know Your Customer” regulations.

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Reports required to be delivered pursuant to clauses (i), (ii) and (iv) above shall be deemed to have been delivered on the date on which such report is posted on the SEC’s website at www.sec.gov, and such posting shall be deemed to satisfy the reporting requirements of clauses (i), (ii) and (iv) above for the information so posted; provided that in every instance the Company shall provide paper copies of the certificate required by clauses (i) and (ii) above to the Agent on behalf of each of the Lenders until such time as the Agent shall provide the Company written notice otherwise.

(c) Maintenance of Properties, Etc. Cause all properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 5.01(c) shall prevent the Company or any Subsidiary from discontinuing the operation or maintenance of any of such properties if such discontinuance is not materially adverse to the Lenders and, in the judgment of the Company, is desirable in the conduct of its business or the business of any Subsidiary.

(d) Maintenance of Insurance. Maintain, and cause each of its Significant Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which the Company or such Subsidiary operates, provided that the Company may self-insure, or insure through captive insurers or insurance cooperatives, to the extent consistent with prudent business practices.

(e) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a lien or encumbrance upon its property; provided, however, that neither the Company nor any of its Subsidiaries shall be required to pay and discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with generally accepted accounting principles, unless and until any lien or encumbrance resulting therefrom attaches to its property and becomes enforceable against its other creditors.

(f) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Significant Subsidiaries to preserve and maintain, its corporate existence; provided, however, that the Company and its Significant Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(c).

(g) Rating Agencies. Maintain ratings of its commercial paper by not fewer than three Rating Agencies.

SECTION 5.02. Negative Covenants So long as any Advance shall remain unpaid or any Lender shall have any Commitment hereunder, the Company will not, without the written consent of the Required Lenders:

(a) Liens, Etc. Create, incur, issue, assume or guarantee, or permit any Restricted Subsidiary to create, incur, issue, assume or guarantee, any Secured Debt. The term “Secured Debt” means notes, bonds, debentures or other similar evidences of indebtedness for money borrowed secured by any Mortgage. The term “Mortgage” or “Mortgages” means any mortgage, pledge, lien, security interest or other encumbrances upon any Principal Property or on any shares of stock or indebtedness of any Restricted Subsidiary (whether such Principal Property, shares of stock or indebtedness are now owned or hereafter acquired). “Restricted Subsidiary” means any Subsidiary which owns or is the lessee of any Principal Property. “Principal Property” means each bottling plant or facility; except any such bottling plant or facility which the Board of Directors of the Company by resolution reasonably determines not to be of material importance to the total business conducted by the Company and its Restricted Subsidiaries. The foregoing restrictions shall not apply to:

(1) Mortgages on property, shares of stock or indebtedness of any corporation existing at the time such corporation becomes a Restricted Subsidiary;

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(2) Mortgages on property or shares of stock existing at the time of acquisition of such property or stock by the Company or a Restricted Subsidiary or existing as of July 2, 2004;

(3) Mortgages to secure the payment of all or any part of the price of acquisition, construction or improvement of such property or stock by the Company or a Restricted Subsidiary, or to secure any Secured Debt incurred by the Company or a Restricted Subsidiary, prior to, at the time of, or within 90 days after the later of the acquisition or completion of construction (including any improvements on an existing property), which Secured Debt is incurred for the purpose of financing all or any part of the purchase price thereof or construction of improvements thereon; provided, however, that, in the case of any such acquisition, construction or improvement, the Mortgage shall not apply to any property theretofore owned by the Company or a Restricted Subsidiary, other than, in the case of any such construction or improvement, any theretofore substantially unimproved real property on which the property or improvement so constructed is located;

(4) Mortgages securing Secured Debt of a Restricted Subsidiary owing to Company or to another Restricted Subsidiary;

(5) Mortgages on property of a corporation existing at the time such corporation is merged into or consolidated with the Company or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of a corporation or firm as an entirety or substantially as an entirety to the Company or a Restricted Subsidiary;

(6) Mortgages on property of the Company or a Restricted Subsidiary in favor of the United States of America or any state thereof, or any department, agency or instrumentality or political subdivision of the United States of America or any state thereof, or in favor of any other country or any political subdivision thereof, or any department, agency or instrumentality of such country or political subdivision, to secure partial progress, advance or other payments pursuant to any contract or statute or to secure any indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Mortgages; or

(7) any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Mortgage referred to in the foregoing clauses (1) through (6), inclusive, provided, however, that the principal amount of Secured Debt secured thereby shall not exceed the principal amount of Secured Debt so secured at the time of such extension, renewal or replacement, and that such extension, renewal or replacement shall be limited to all or a part of the property which secured the Mortgage so extended, renewed or replaced (plus improvements and construction on such property).

Notwithstanding the foregoing provisions of this Section 5.02(a), the Company and any one or more Restricted Subsidiaries may create, incur, issue, assume or guarantee Secured Debt secured by a Mortgage which would otherwise be subject to the foregoing restrictions in an aggregate amount which, together with all other Secured Debt of the Company and its Restricted Subsidiaries which (if originally created, incurred, issued, assumed or guaranteed at such time) would otherwise be subject to the foregoing restrictions (not including Secured Debt permitted to be secured under clauses (1) through (7) above), does not at the time exceed 15% of the shareholders’ equity of the Company and its Consolidated Subsidiaries as shown on the financial statements of the Company as of the end of the fiscal year preceding the date of determination.

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(b) Leverage Ratio. Permit Consolidated Debt less Cash to be more than 75% of Total Capital, where “Cash” means cash and cash equivalents and interest bearing assets with maturities of one year or less; and “Total Capital” means the sum of Shareholders’ Equity, Deferred Income Taxes and Consolidated Debt less Cash. All such terms shall be as they appear on the Company’s published Consolidated financial statements and calculated under the generally accepted accounting principles and practices applied by the Company on the date hereof in the preparation of its Consolidated financial statements.

(c) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Significant Subsidiaries to do so, except that (i) any Significant Subsidiary of the Company may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of the Company and (ii) any Significant Subsidiary of the Company may merge into or dispose of assets to the Company or any other Person, provided in each case that, immediately after giving effect to such proposed transaction, no Default would exist, and, in the case of any such merger to which the Company is a party the Company is the surviving corporation.

(d) Affiliate Transactions. Engage in, or permit any of its Subsidiaries to engage in any transaction (other than transactions between the Company and any Subsidiary or between Subsidiaries of the Company) involving payments, or property having a fair market value, in excess of $60,000,000 with The Coca-Cola Company or any Person controlling, controlled by, or under common control with the Company, on terms less favorable to it or such Subsidiary than would be available in an arms’ length transaction with an unrelated Person.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default If any of the following events (“Events of Default”) shall occur and be continuing:

(a) any Borrower shall fail to pay any principal of any Advance when the same becomes due and payable, or shall fail to pay any interest on any Advance or any fees or other amounts payable hereunder for a period of five days after the same becomes due and payable; or

(b) any representation or warranty made or deemed (under Section 3.03 or 3.04) to have been made by any Borrower (or any of its officers) in connection with this Agreement, or by any Designated Subsidiary in the Designation Letter pursuant to which such Designated Subsidiary became a Borrower hereunder, shall prove to have been incorrect or misleading in any material respect when made or deemed to have been made; or

(c) the Company shall fail to perform or observe (i) any term, covenant or agreement contained in Section 5.01(b)(iii), (v), (vi) or (vii) or 5.02; provided that any such failure with respect to Section 5.01(b)(v) or (vii) shall be an Event of Default under this clause (i) only if the amount of liability incurred or expected to be incurred by the Company or any ERISA Affiliate exceeds $50,000,000, or (ii) any other term, covenant or agreement contained in this Agreement on its part to be performed or observed if such failure shall remain unremedied for 30 days after written notice thereof shall have been given to the Company by the Agent or any Lender; or

(d) there shall be a default under any bond, debenture, note or other evidence of indebtedness for borrowed money or under any mortgage, indenture or other instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for borrowed money by the Company or any Subsidiary or under any guarantee of payment by the Company or any Subsidiary of indebtedness for borrowed money, whether such indebtedness or guarantee now exists or shall hereafter be incurred or created (but excluding Debt created under this Agreement), and (i) with respect to a payment default, as a result of such payment default such indebtedness has, by acceleration or otherwise under the terms of such

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bond, debenture, note, mortgage, indenture, guarantee or payment or such other evidence of indebtedness, become due prior to its stated maturity or the effect of such payment default is to permit such bond, debenture, note, mortgage, indenture, guarantee or payment or such other evidence of indebtedness, to become due prior to its stated maturity, or (ii) with respect to any default other than a payment default, as a result of such default such indebtedness has, by acceleration or otherwise under the terms of such bond, debenture, note, mortgage, indenture, guarantee of payment or such other evidence of indebtedness, becomes due prior to its stated maturity and such default continues for a period of four Business Days after the date upon which such indebtedness has become due prior to its stated maturity (and, with respect to any guarantee, such default continues for a period of four Business Days after the Company has received written demand for payment under any such guarantee); provided, however, that no default under this Section 6.01(d) shall exist if all such defaults do not relate to such indebtedness or guarantees with an aggregate principal amount in excess of $100,000,000; or

(e) the Company or any Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case; (ii) consents to the entry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property; (iv) makes a general assignment for the benefit of creditors; (v) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company or any Subsidiary in an involuntary case, (B) appoints a Custodian of the Company or any Subsidiary or for all or substantially all of its property, or (C) orders the liquidation of the Company or any Subsidiary, and the order or decree remains unstayed and in effect for 45 days; (vi) is the subject of an involuntary case which is not dismissed within 45 days after the filing thereof; (vii) fails to pay its debts generally as they become due or admits in writing its inability to pay its debts generally as they become due; or (viii) takes any corporate action to authorize the Company’s taking of any of the actions set forth in clause (i), (ii), (iii) or (iv) above. “Bankruptcy Law” means Title 11, U.S. Code or any similar federal, state or foreign law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law; or

(f) any judgment or order for the payment of money in excess of $100,000,000 shall be rendered against the Company or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this Section 6.01(f) if and for so long as (i) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (ii) such insurer has been notified of, and has not denied the claim made for payment of, the amount of such judgment or order; or

(g) the Company or any of its ERISA Affiliates shall incur, or shall be reasonably likely to incur liability in excess of $100,000,000 in the aggregate as a result of one or more of the following: (i) the occurrence of any ERISA Event; (ii) the partial or complete withdrawal of the Company or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or termination of a Multiemployer Plan; or

(h) any provision of Article VII hereof shall for any reason cease to be valid and binding on or enforceable against the Company or the chief financial officer of the Company shall so state in writing by reference to this Section;

then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the obligation of each Lender to make Advances to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrowers, declare the Advances, all interest thereon and all other amounts payable under this Agreement to be forthwith due and payable, whereupon the Advances, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrowers; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to any Borrower under any Bankruptcy Law, (A) the obligation of each

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Lender to make Advances shall automatically be terminated and (B) the Advances, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrowers.

ARTICLE VII

GUARANTEE

SECTION 7.01. Unconditional Guarantee For valuable consideration, receipt whereof is hereby acknowledged, and to induce each Lender to make Advances to Finco and the Designated Subsidiaries and to induce the Agent to act hereunder, the Company hereby unconditionally and irrevocably guarantees to each Lender and the Agent the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all obligations of each of the other Borrowers now or hereafter existing under this Agreement, whether for principal, interest, fees, expenses or otherwise (such obligations being the “Obligations”). Without limiting the generality of the foregoing, the Company’s liability shall extend to all amounts that constitute part of the Obligations and would be owed by any other Borrower to the Agent or any other Lender under this Agreement but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any such other Borrower.

SECTION 7.02. Guarantee Absolute The Company guarantees that the Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or the Agent with respect thereto. The obligations of the Company under this Article VII are independent of the Obligations, and a separate action or actions may be brought and prosecuted against the Company to enforce this Article VII, irrespective of whether any action is brought against any other Borrower or whether any other Borrower is joined in any such action or actions. The liability of the Company under this guarantee shall be irrevocable absolute and unconditional irrespective of, and the Company hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of this Agreement or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from this Agreement;

(c) any taking, exchange, release or non-perfection of any collateral or any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations;

(d) any change, restructuring or termination of the corporate structure or existence of any other Borrower; or

(e) any other circumstance, (including, without limitation, any statute of limitations to the fullest extent permitted by applicable law) which might otherwise constitute a defense available to, or a discharge of, the Company, any other Borrower or a guarantor.

This guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any of the Lenders or the Agent upon the insolvency, bankruptcy or reorganization of any other Borrower or otherwise, all as though such payment had not been made.

SECTION 7.03. Waivers (a) The Company hereby expressly waives promptness, diligence, notice of acceptance, presentment, demand for payment, protest, any requirement that any right or power be exhausted or any action be taken against any other Borrower or against any other guarantor of all or any portion of the Advances, and all other notices and demands whatsoever.

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(b) The Company hereby waives any right to revoke this guaranty, and acknowledges that this guaranty is continuing in nature and applies to all Obligations, whether existing now or in the future.

(c) The Company acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated herein and that the waivers set forth in this Article VII are knowingly made in contemplation of such benefits.

(d) The Company agrees that payments made by it pursuant to this Article VII will be subject to the provisions of Section 2.14 and Section 9.12 as if such payments were made by the Company in its capacity as a Borrower.

SECTION 7.04. Subrogation The Company will not exercise any rights that it may now or hereafter acquire against any other Borrower, any Designated Subsidiary or any other insider guarantor that arise from the existence, payment, performance or enforcement of the Obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Agent or any other Lender against another Borrower or any other insider guarantor or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from another Borrower or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this guaranty shall have been paid in full in cash and the Commitments shall have expired or terminated. If any amount shall be paid to the Company in violation of the preceding sentence at any time prior to the later of the payment in full in cash or immediately available funds of the Obligations and all other amounts payable under this guaranty and the Termination Date, such amount shall be held in trust for the benefit of the Agent and the other Lenders and shall forthwith be paid to the Agent to be credited and applied to the Obligations and all other amounts payable under this guaranty, whether matured or unmatured, in accordance with the terms of this Agreement, or to be held as collateral for any Obligations or other amounts payable under this guaranty thereafter arising. If (i) the Company shall make payment to the Agent or any other Lender of all or any part of the Obligations, (ii) all the Obligations and all other amounts payable under this guaranty shall be paid in full in cash and (iii) the Termination Date shall have occurred, the Agent and the other Lenders will, at the Company’s request and expense, execute and deliver to the Company appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Company of an interest in the Obligations resulting from such payment by the Company. The Company acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and that the waiver set forth in this section is knowingly made in contemplation on such benefits.

SECTION 7.05. Survival This guaranty is a continuing guarantee and shall (a) remain in full force and effect until payment in full (after the Termination Date) of the Obligations and all other amounts payable under this guaranty, (b) be binding upon the Company, its successors and assigns, (c) inure to the benefit of and be enforceable by each Lender (including each assignee Lender pursuant to Section 9.07) and the Agent and their respective successors, transferees and assigns and (d) shall be reinstated if at any time any payment to a Lender or the Agent hereunder is required to be restored by such Lender or the Agent. Without limiting the generality of the foregoing clause (c), each Lender may assign or otherwise transfer its interest in any Advance to any other Person, and such other Person shall thereupon become vested with all the rights in respect thereof granted to such Lender herein or otherwise.

ARTICLE VIII

THE AGENT

SECTION 8.01. Authorization and Action (a) Each Lender hereby appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement (including, without limitation, enforcement or collection of the Notes), the Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from

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acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Agent shall not be required to take any action that exposes the Agent to personal liability or that is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrowers pursuant to the terms of this Agreement.

(b) Each Lender hereby also appoints and authorizes Citibank Canada and Citibank International plc to act as Sub-Agents hereunder and to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to such Sub-Agent under Section 2.03 or as are otherwise from time to time delegated thereto by the Agent, together with such powers and discretions as are reasonably incidental thereto. In such capacity, each Sub-Agent shall be entitled to the benefits of all of the provisions of this Article VIII (including, without limitation, Section 8.05) as if such provisions were set forth in full herein with respect thereto.

SECTION 8.02. Agent’s Reliance, Etc. Neither the Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Agent: (i) may treat the Lender that made any Advance as the holder of the Debt resulting therefrom until the Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by such Lender, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.07; (ii) may consult with legal counsel (including counsel for the Company), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (iii) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement; (iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement on the part of any Borrower or to inspect the property (including the books and records) of any Borrower; (v) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; and (vi) shall incur no liability under or in respect of this Agreement by acting upon any notice, consent, certificate or other instrument or writing (which may be by telecopier or telegram) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 8.03. Citibank and Affiliates With respect to its Commitments, the Advances made by it and the Note issued to it, Citibank shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include Citibank in its individual capacity. Citibank and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, the Company, any of its Subsidiaries and any Person who may do business with or own securities of the Company or any such Subsidiary, all as if Citibank were not the Agent and without any duty to account therefor to the Lenders.

SECTION 8.04. Lender Credit Decision Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender and based on the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

SECTION 8.05. Indemnification The Lenders agree to indemnify the Agent (to the extent not reimbursed by a Borrower), ratably according to the respective Revolving Credit Commitments, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the “Indemnified Costs”), provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket

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expenses (including reasonable counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by a Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third party.

SECTION 8.06. Successor Agent The Agent may resign at any time by giving written notice thereof to the Lenders and the Company and may be removed at any time with or without cause by the Required Lenders. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent which, so long as no Default shall have occurred and be continuing, shall be subject to the Company’s approval, which approval shall not be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000. Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Agent’s resignation or removal hereunder as Agent, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement.

SECTION 8.07. Other Agents Each Lender hereby acknowledges that neither the documentation agent, the syndication agent nor any other Lender designated as any “Agent” (other than the Agent) on the signature pages hereof has any liability hereunder other than in its capacity as a Lender.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or the Revolving Credit Notes, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following: (a) waive any of the conditions specified in Section 3.01, (b) release the Company from any of its obligations under Article VII, (c) change the percentage of the Revolving Credit Commitments, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or (d) amend this Section 9.01; provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all the Revolving Credit Lenders, do any of the following: (a) except as contemplated by Section 2.18, increase the Revolving Credit Commitments of the Lenders or subject the Lenders to any additional obligations, (b) reduce the principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder or (c) postpone any date fixed for any payment of principal of, or interest on, the Revolving Credit Advances or any fees or other amounts payable hereunder, provided, further, that no amendment, waiver or consent shall, unless in writing and signed by all the Canadian Prime Rate Lenders, do any of the following: (a) except as contemplated by Section 2.18, increase the Canadian Prime Rate Commitments of the Canadian Prime Rate Lenders or subject such Lenders to any additional obligations, (b) reduce the principal of, or interest on, the Canadian Prime Rate Advances or (c) postpone any date fixed for any payment of principal of, or interest on, the Canadian Prime Rate Advances or, and provided still further that no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note.

SECTION 9.02. Notices, Etc. (a) All notices and other communications provided for hereunder shall be in writing (including telecopier or telegraphic communication) and mailed, telecopied, telegraphed or delivered or as set forth in clause (c) below, if to the Company or to any Designated Subsidiary, at the Company’s address at 2500 Windy Ridge Parkway, Floor 11, Atlanta, Georgia 30339, Attention: Treasury Services; if to any

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Initial Lender, at its Domestic Lending Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic Lending Office specified in the Assumption Agreement or the Assignment and Acceptance pursuant to which it became a Lender; and if to the Agent, at its address at Two Penns Way, New Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as to any Borrower or the Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Agent. All such notices and communications shall be effective (i) if given by facsimile, when such facsimile is transmitted to the applicable facsimile number and telephonic confirmation is received, (ii) if given by mail, five Business Days after such communication is deposited in the mails with first class postage prepaid addressed as aforesaid or (iii) if given by any other means, when delivered at the appropriate address, except that notices and communications to the Agent or the Sub-Agent pursuant to Article II, III or VIII shall not be effective until received by the Agent. Any notice, request or other communication given by facsimile shall also be given by personal delivery or by mail, but such notice, request or other communication given by facsimile shall be effective as set forth in clause (ii) above. Delivery by facsimile of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

(b) Notwithstanding anything to the contrary contained in this Agreement or any Note, (i) any notice to the Borrowers or to any one of them required under this Agreement or any such Note that is delivered to the Company shall constitute effective notice to the Borrowers or to any such Borrower, including the Company and (ii) any Notice of Committed Borrowing or Notice of Competitive Bid Borrowing may be delivered by any Borrower or by the Company, on behalf of any other Borrower. Each Designated Subsidiary hereby irrevocably appoints the Company as its authorized agent to receive and deliver notices in accordance with this Section 9.02, and hereby irrevocably agrees that (A) in the case of clause (i) of the immediately preceding sentence, the failure of the Company to give any notice referred to therein to any such Designated Subsidiary to which such notice applies shall not impair or affect the validity of such notice with respect thereto and (B) in the case of clause (ii) of the immediately preceding sentence, the delivery of any such notice by the Company, on behalf of any other Borrower, shall be binding on such other Borrower to the same extent as if such notice had been executed and delivered directly by such Borrower.

(c) So long as Citibank or any of its Affiliates is the Agent, materials as the Company and the Agent may agree in their sole discretion shall be delivered to the Agent in an electronic medium in a format acceptable to the Agent and the Lenders by e-mail at oploanswebadmin@citigroup.com. The Company agrees that the Agent may make such materials, as well as any other written information, documents, instruments and other material relating to the Company, any of its Subsidiaries or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby(other than any Notice of Borrowing, request for Conversion or continuation of any Advances or notices constituting service of process or relating to legal process) (collectively, the “Communications”) available to the Lenders by posting such notices on Intralinks or a substantially similar electronic system (the “Platform”). The Company acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent or any of its Affiliates in connection with the Platform.

(d) Each Lender agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender for purposes of this Agreement; provided that if requested by any Lender the Agent shall deliver a copy of the Communications to such Lender by email or telecopier. Each Lender agrees (i) to notify the Agent in writing of such Lender’s e-mail address(es) to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender becomes a party to this Agreement (and from time to time thereafter to ensure that the Agent has on record an effective e-mail address for such Lender) and (ii) that any Notice may be sent to such e-mail address(es) as such Lender shall instruct. The Agent agrees that it will, upon any Lender’s reasonable request, furnish materials posted on the Platform to such Lender in hard copy to such Lender’s address for notices provided pursuant to paragraph (a) of this Section 9.02.

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SECTION 9.03. No Waiver; Remedies No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9.04. Costs and Expenses (a) The Company shall pay (i) all reasonable out-of-pocket expenses of the Agent, including fees and disbursements of special counsel for the Agent, in connection with the preparation, execution and delivery of this Agreement, review or preparation of any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable out-of-pocket expenses incurred by the Agent, the Sub-Agent and the Lenders, including fees and disbursements of counsel (or the reasonable allocable costs and disbursements of any Lender’s in-house counsel), in connection with such Event of Default and collection and other enforcement proceedings resulting therefrom.

(b) The Company agrees to indemnify and hold harmless the Agent, the Sub-Agent and each Lender and each of their Affiliates and their officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, its directors, shareholders or creditors or an Indemnified Party or any other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. Each Borrower also agrees not to assert any claim against the Agent, the Sub-Agent, any Lender, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed use of the proceeds of the Advances.

(c) If any payment of principal with respect to any Eurocurrency Rate Advance or LIBO Rate Advance is made, or such Advance is Converted (pursuant to Section 2.03(d), 2.05(b), 2.10(a) or (b) or 2.12, acceleration of the maturity of the Advances pursuant to Section 6.01, upon an assignment of rights and obligations under this Agreement as a result of a demand by a Borrower pursuant to Section 9.07(a) or otherwise) on any day other than the last day of the Interest Period applicable thereto, or if any Borrower fails to borrow any Eurocurrency Rate Advances or LIBO Rate Advances after notice has been given to the Agent in accordance with Section 2.02 or 2.03, such Borrower shall reimburse each Lender on demand for any resulting loss or expense incurred by it (or by an existing or prospective participant in the related Advance), including (without limitation) any loss incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after any such payment or failure to borrow; provided that such Lender shall have delivered to the Company a certificate as to the amount of such loss or expense, which certificate shall be conclusive in the absence of manifest error; and provided further that in cases where a Lender has granted a participation in an Advance, the aggregate amount of losses and expenses demanded by such Lender shall not exceed the aggregate amount of losses and expenses that such Lender would have incurred had it not granted such participation.

(d) Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes and the termination in whole of the Commitments hereunder; provided, however, that the obligations of the Borrowers contained in Sections 2.10, 2.13 and 9.04 shall terminate upon the third anniversary of the later of such payment and termination of the Commitments except to the extent of any claims that have not been fully satisfied in accordance with the terms of

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such Sections; and provided further that each Lender and the Agent (as the case may be) agrees to make written demand upon the applicable Borrower no later than six months after such Lender or the Agent (as the case may be) receives actual knowledge of the event giving rise to a claim under Sections 2.11, 2.14 and 9.04 and its effect upon this Agreement and if such Lender or the Agent fails to give such notice within such time limitation, such Borrower shall have no obligation to pay any amount thereunder arising prior to the 180th day preceding such demand.

SECTION 9.05. Right of Set-off Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of any Borrower against any and all of the obligations of any Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify applicable Borrower after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

SECTION 9.06. Binding Effect This Agreement shall become effective (other than Sections 2.01 and 2.03, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Company and the Agent and when the Agent shall have been notified by each Initial Lender that such Initial Lender has executed it and thereafter shall be binding upon and inure to the benefit of each Borrower, the Agent and each Lender and their respective successors and assigns, except that no Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of each of the Lenders.

SECTION 9.07. Assignments and Participations (a) Each Lender may and, if demanded by a Borrower (following a demand by such Lender pursuant to Section 2.11 or upon a requirement to pay Taxes with respect to such Lender pursuant to Section 2.14) upon at least five Business Days’ notice to such Lender and the Agent will, assign, with the consent, not to be unreasonably withheld, of the Agent and the Company, to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, the Advances (other than Competitive Bid Advances) owing to it and the Note or Notes (other than Competitive Bid Notes) held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement under a Facility under which such Lender has a Commitment, (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, in the case of an assignment of a portion of such assigning Lender’s Revolving Credit Commitment, the amount of the Revolving Credit Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $20,000,000 or an integral multiple of $1,000,000 in excess thereof or, in the case of an assignment of a portion of such assigning Lender’s Canadian Prime Rate Commitment, the amount of the Canadian Prime Rate Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 (unless, in each case, the Company and the Agent otherwise agree), provided that no such assignment shall be made unless, after giving effect to such assignment and any contemporaneous acceptance by such assignee (or any of its Affiliates) of an assignment of Revolving Credit Commitment, such assignee (or any of its Affiliates) shall have a Revolving Credit Commitment in an amount greater than or equal to 300% of such assignee’s (or any of its Affiliates’) Canadian Prime Rate Commitment, (iii) each such assignment shall be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by a Borrower pursuant to this Section 9.07(a) shall be arranged by such Borrower after consultation with the Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be obligated to make any such assignment as a result of a demand by a Borrower pursuant to this Section 9.07(a) unless and until such Lender shall have received one or more payments from either such Borrower or one or more Eligible Assignees in an aggregate

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amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Lender under this Agreement, and (vi) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 payable by the parties to each such assignment, provided, however, that in the case of an assignment made as a result of a demand by a Borrower, such recordation fee shall be payable by such Borrower except that no recordation fee shall be payable in the case of an assignment made at the request of a Borrower to an Eligible Assignee that is an existing Lender . Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Company or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, the Sub-Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Agent and the Sub-Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Agent and the Sub-Agent, respectively, by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

(c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee representing that it is an Eligible Assignee, together with any Revolving Credit Note or Notes subject to such assignment, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Company and each other Borrower.

(d) The Agent shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Advances owing to, each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes absent manifest error, and the Company, each other Borrower, the Agent, the Sub-Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Company, any other Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice.

(e) Each Lender may sell participations to one or more banks or other entities (other than the Company or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) such Lender’s obligations under this Agreement (including, without

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limitation, its Commitments to the Company and the other Borrowers hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Company and each other Borrower, the Agent, the Sub-Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or any Note, or any consent to any departure by any Borrower therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Advances or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.

(f) Any Lender may, in connection with an assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to an existing or proposed assignee or participant any information relating to the Company or any Borrower furnished to such Lender by or on behalf of the Company or such Borrower; provided, however, that, prior to any such disclosure, the existing or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information relating to the Company or any Borrower received by it from such Lender.

(g) Notwithstanding any other provision set forth in this Agreement, any Lender may, without consent of the Company or the Agent, (i) at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and (ii) assign, with notice to the Company and the Agent, all or part of its rights or obligations under this Agreement to any of its Affiliates or any other Lender.

SECTION 9.08. Designated Subsidiaries The Company may at any time, and from time to time, by delivery to the Agent of a Designation Letter duly executed by the Company and the respective Subsidiary and substantially in the form of Exhibit D hereto, designate such Subsidiary as a “Designated Subsidiary” for purposes of this Agreement and such Subsidiary shall thereupon become a “Designated Subsidiary” for purposes of this Agreement and, as such, shall have all of the rights and obligations of a Borrower hereunder. The Agent shall promptly notify each Lender of each such designation by the Company and the identity of the respective Subsidiary.

SECTION 9.09. Confidentiality Neither the Agent nor any Lender shall disclose any Confidential Information to any other Person without the consent of the Company, other than (a) to the Agent’s, the Sub-Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors, and then only for use in connection with the transaction contemplated by this Agreement and on a “need to know” basis, and, as contemplated by Section 9.07(f), to actual or prospective assignees and participants any actual or prospective counterparty (or its advisors) to any securitization, swap or derivative transaction, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process and (c) as requested or required by any state, federal or foreign authority or examiner regulating banks or banking or other financial institutions.

SECTION 9.10. Governing Law This Agreement, each Designation Letter and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 9.11. Execution in Counterparts This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.12. Judgment (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Notes in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase Dollars with such other currency at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.

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(b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder or under the Notes in a Committed Currency into Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase such Committed Currency with Dollars at Citibank’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.

(c) The obligation of any Borrower in respect of any sum due from it to any Lender or the Agent hereunder or under a Note held by such Lender shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be) of any sum adjudged to be so due in such other currency, such Lender or the Agent (as the case may be) may in accordance with normal banking procedures purchase Dollars with such other currency; if the Dollars so purchased are less than such sum due to such Lender or the Agent (as the case may be) in Dollars, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent (as the case may be) against such loss, and if the Dollars so purchased exceed such sum due to any Lender or the Agent (as the case may be) in Dollars, such Lender or the Agent (as the case may be) agrees to remit to such Borrower such excess.

SECTION 9.13. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. The Company hereby agrees that service of process in any such action or proceeding brought in any such New York State court or in such federal court may be made upon National Registered Agents, Inc., 875 Avenue of the Americas, Suite 501, New York, New York 10001 (the “Process Agent”) and each Designated Subsidiary hereby irrevocably appoints the Process Agent its authorized agent to accept such service of process, and agrees that the failure of the Process Agent to give any notice of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon. Each Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to such Borrower at its address specified pursuant to Section 9.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to serve legal process in any other manner permitted by law or to bring any action or proceeding relating to this Agreement or the Notes in the courts of any jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 9.14. Substitution of Currency If a change in any Committed Currency occurs pursuant to any subsequent applicable law, rule or regulation of any governmental, monetary or multi-national authority, this Agreement (including, without limitation, the definitions of Eurocurrency Rate and LIBO Rate) will be amended to the extent determined by the Agent (acting reasonably and in consultation with the Company) to be necessary to reflect the change in currency and to put the Lenders and the Borrowers in the same position, so far as possible, that they would have been in if no change in such Committed Currency had occurred.

SECTION 9.15. Power of Attorney Each Subsidiary of the Company may from time to time authorize and appoint the Company as its attorney-in-fact to execute and deliver (a) any amendment, waiver or consent in accordance with Section 9.01 on behalf of and in the name of such Subsidiary and (b) any notice or other

50

communication hereunder, on behalf of and in the name of such Subsidiary. Such authorization shall become effective as of the date on which such Subsidiary delivers to the Agent a power of attorney enforceable under applicable law and any additional information to the Agent as necessary to make such power of attorney the legal, valid and binding obligation of such Subsidiary.

SECTION 9.16. Patriot Act Notice Each Lender that is subject to the Act (as hereinafter defined) and the Agent (for itself and not on behalf of any Lender) hereby notifies each Borrower that, pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies such Borrower, which information includes the name and address of such Borrower and other information that will allow such Lender or the Agent, as applicable, to identify such Borrower in accordance with the Act.

51

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

COCA-COLA ENTERPRISES INC.
By	/S/ JOYCE KING LAVINDER
Title: Vice President and Treasurer
COCA-COLA ENTERPRISES (CANADA)
BOTTLING FINANCE COMPANY
By	/S/ JOYCE KING LAVINDER
Title: Vice President and Treasurer
CITIBANK, N.A.,
as Agent
By	/S/ ROBERT A. DANZIER
Title: Vice President

[SIGNATURE PAGES OF LENDERS TO FOLLOW ON NEXT PAGE]

52

INITIAL LENDERS

ADMINISTRATIVE AGENT

CITIBANK, N.A., as Revolving Credit Lender
By	/S/ ROBERT A. DANZIGER
Title: Vice President
CITIBANK, N.A., CANADIAN BRANCH, as Canadian Prime Rate Lender
By	/S/ ADEEL KHERAJ
Title: Authorized Signer

CO-SYNDICATION AGENTS

BANK OF AMERICA, N.A., as Revolving Credit Lender
By	/S/ WILLIAM SWEENEY
Title:	Managing Director
BANK OF AMERICA, N.A., acting through its Canada Branch, as Canadian Prime Rate Lender
By	/S/ NELSON LAM
Title:	Vice President
DEUTSCHE BANK AG NEW YORK BRANCH, as Revolving Credit Lender
By	/S/ FREDERICK W. LAIRD
Title:	Managing Director
By	/S/ BELINDA WHEELER
Title:	Vice President
DEUTSCHE BANK AG CANADA BRANCH, as Canadian Prime Rate Lender
By	/S/ ROBERT A. JOHNSTON
Title:	Vice President
By	/S/ PAUL M. JURIST
Title:	Managing Director Head, Global Banking Division

53

MANAGING AGENTS

CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as Revolving Credit Lender
By	/S/ KARL STUDER
Title:	Director
By	/S/ KARIM BLASETTI
Title:	Associate
CREDIT SUISSE FIRST BOSTON (TORONTO BRANCH), as Canadian Prime Rate Lender BNP PARIBAS, as Revolving Credit Lender
By	/S/ PETER CHAUVIN
Title:	Vice President
By	/S/ ALAIN DAOUST
Title:	Director
BNP PARIBAS, as Revoling Credit Lender
By:	/S/ RICK PACE
Title:	Managing Director
By:	/S/ ANGELA ARNOLD
Title:	Vice President
BNP PARIBAS (CANADA), as Canadian Prime Rate Lender
By	/S/ DON R. LEE
Title:	Managing Director, Corporate Banking
By	/S/ COLIN DICKINSON
Title:	Vice President, Corporate Banking
JPMORGAN CHASE BANK, as Revolving Credit Lender
By	/S/ LAURA J. CUMMING
Title:	Vice President
JPMORGAN CHASE BANK, TORONTO BRANCH, as Canadian Prime Rate Lender
By	/S/ CHRISTINE CHAN
Title:	Vice President

54

HSBC BANK USA, N.A., as Revolving Credit Lender
By	/S/ JOHAN SORENSSON
Title:	Senior Vice President
HSBC BANK USA, N.A., TORONTO BRANCH, as Canadian Prime Rate Lender
By	/S/ JOHAN SORENSSON
Title:	Senior Vice President

CO-AGENTS

ABN AMRO BANK N.V., as Revolving Credit Lender
By	/S/ PETER J. HALLAN
Title:	Vice President
WILLIAM STREET COMMITMENT CORPORATION, as Revolving Credit Lender
(Recourse only to assets of William Street Commitment Corporation)
By	/S/ JENNIFER M. HILL
Title:	Authorized Signatory
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as Revolving Credit Lender
By	/S/ TAMIRA S. TREFFERS-HERRERA
Title:	Executive Director
By	/S/ REBECCA O. MORROW
Title:	Executive Director
SUNTRUST BANK, as Revolving Credit Lender
By	/S/ DONALD M. LYNCH
Title:	Director

LENDERS

ING CAPITAL LLC, as Revolving Credit Lender
By	/S/ CHARLES E. ELIAS
Title:	Managing Director
FIFTH THIRD BANK, as Revolving Credit Lender
By	/S/ CHRIS MOTLEY
Title:

55

FORTIS CAPITAL CORPORATION, as Revolving Credit Lender
By	/S/ DOUGLAS V. RIAHI
Title:	Senior Vice President
By	/S/ EDDIE MATTHEWS
Title:	Senior Vice President
KEYBANK, NATIONAL ASSOCIATION, as Revolving Credit Lender
By	/S/ BRENDAN TAYLOR
Title:	Senior Vice President

56

LLOYDS TSB BANK PLC, as Revolving Credit Lender
By	/S/ RICHARD M. HEATH
Title:	Vice President, Corporate Banking, USA
By	/S/ JANAINA C. NASCIMENTO
Title:	Executive Officer, Corporate Banking, USA
ROYAL BANK OF CANADA, as Revolving Credit Lender
By	/S/ HOWARD LEE
Title:	Authorized Signatory
ROYAL BANK OF CANADA, as Canadian Prime Rate Lender
By	/S/ HOWARD LEE
Title:	Authorized Signatory
TORONTO DOMINION (TEXAS), Inc., as Revolving Credit Lender
By:	/S/ JIM BRIDWELL
Title:	Vice President
THE TORONTO-DOMINION BANK, as Canadian Prime Rate Lender
By:	/S/ PARIN KANJI
Title:	Assistant Manager
US BANK, NATIONAL ASSOCIATION, as Revolving Credit Lender
By	/S/ MICHAEL DICKMAN
Title:	AVP

57

WACHOVIA BANK, NATIONAL ASSOCIATION, as Revolving Credit Lender
By	/S/ DENIS WALTRICH
Title:	Associate
CONGRESS FINANCIAL CORPORATION (CANADA), as Canadian Prime Rate Lender
By:	/S/ SOPHIA LJUCOVIC
Title:	Vice President, Loan Officer
	Congress Financial Corporation (Canada)
THE NORTHERN TRUST COMPANY, as Revolving Credit Lender
By:	/S/ ASHISH BHAGWAT
Title:	Vice President
PNC BANK, NATIONAL ASSOCIATION, as Revolving Credit Lender
By:	/S/ ENRICO DELLACORNA
Title:	Managing Director
WELLS FARGO BANK, as Revolving Credit Lender
By:	/S/ ALEX IDICHANDY
Title:	Vice President
By:	/S/ DOUGLAS A. LINDSTROM
Title:	Vice President

58

SCHEDULE I

COCA-COLA ENTERPRISES INC.

FIVE YEAR CREDIT AGREEMENT

COMMITMENTS AND APPLICABLE LENDING OFFICES

Name of Initial Lender	Revolving Credit Commitment		Canadian Prime Rate Commitment		Domestic Lending Office	Eurocurrency Lending Office	Canadian Domestic Lending Office
ABN AMRO BANK N.V.	$	100,000,000	$	0	135 South LaSalle Street, Ste 625 Chicago, IL 60603 Attn: Peter Hallan T: 312 904-2261 F: 312 904-1821	135 South LaSalle Street, Ste 625 Chicago, IL 60603 Attn: Peter Hallan T: 312 904-2261 F: 312 904-1821	N/A
BANK OF AMERICA, N.A.	$	300,000,000	$	70,000,000	1850 Gateway Blvd. Concord, CA 94520 Attn: Joseph Castaneda T: 925 675-7664 F: 888 969-9241	1850 Gateway Blvd. Concord, CA 94520 Attn: Joseph Castaneda T: 925 675-7664 F: 888 969-9241	200 Front Street West Suite 2700 Toronto, Ontario M5V 3L2 Attn: Clara McGibbon T: 416 349-5484 F: 416 349-4282
BNP PARIBAS	$	150,000,000	$	30,000,000	1200 Smith St., Ste. 3100 Houston, TX 77002 Attn: Mike Shryock T: 713 982-1105 F: 713 659-1414	1200 Smith St., Ste. 3100 Houston, TX 77002 Attn: Mike Shryock T: 713 982-1105 F: 713 659-1414	1981 Mcgill College Avenue Montreal, Quebec H3A 2W8 Attn: Paule Fortin T: 514 285-6127 F: 514 285-2944
CREDIT SUISSE FIRST BOSTON	$	175,000,000	$	35,000,000	11 Madison Avenue New York, NY 10010 Attn: Ed Markowski T : 212 538-3380 F: 212 538-6851	11 Madison Avenue New York, NY 10010 Attn: Ed Markowski T : 212 538-3380 F: 212 538-6851	One First Canadian Place Suite 3000 Toronto, Ontario M5X 1C9 Attn: Jocelyn Ong T: 416 352-4656 F: 416 352-4655

1

CITIBANK, N.A.	$	335,000,000	$	75,000,000	Two Penns Way New Castle, DE 19720 Attn: Vincent Farrell T: 302 894-6032 F: 212 994-0847	Two Penns Way New Castle, DE 19720 Attn: Vincent Farrell T: 302 894-6032 F: 212 994-0847	Citibank Place 123 Front St. West Suite 1000 Toronto, Ontario M5J 2M3 Attn: Bank Loan Syndications T: 416 947-5864 F: 416 947-5647
DEUTSCHE BANK AG	$	300,000,000	$	70,000,000	90 Hudson Street (Mailstop JCY05-0511) Jersey City, NJ 07302 Attn: Carmen Melendez T: 201-593-2224 F: 201-593-2313 OR -2314	90 Hudson Street (Mailstop JCY05-0511) Jersey City, NJ 07302 Attn: Carmen Melendez T: 201-593-2224 F: 201-593-2313 OR -2314	222 Bay Street, Suite 1100, P.O. Box 64 Toronto, Ontario M5K 1E7 Attn: Marcellus Leung T: 416 682-8252 F: 416 682-8444
FIFTH THIRD BANK	$	50,000,000	$	0	38 Fountain Square Plaza Cincinnati, OH 45263 Attn: George Khoury T: 513 534-0246 F: 513 534-5947	38 Fountain Square Plaza Cincinnati, OH 45263 Attn: George Khoury T: 513 534-0246 F: 513 534-5947	N/A
FORTIS CAPITAL CORPORATION	$	50,000,000	$	0	3 Stamford Plaza 301 Tresser Boulevard, 9th Fl. Stamford, CT 06901 Attn: Marlene Purrier-Ellis T: 203 705-5753 F: 203 705-5898	3 Stamford Plaza 301 Tresser Boulevard, 9th Fl. Stamford, CT 06901 Attn: Marlene Purrier-Ellis T: 203 705-5753 F: 203 705-5898	N/A
HSBC BANK USA	$	125,000,000	$	30,000,000	1 HSBC Center Buffalo, NY 14203 Attn: Donna Riley T: 716 841-4178 F: 716 841-0269	1 HSBC Center Buffalo, NY 14203 Attn: Donna Riley T: 716 841-4178 F: 716 841-0269	70 York Street, 4th Floor Toronto, Ontario M5J 1S9 Attn: Maria Mendez-Tadak T: 416 868-3842 F: 416 868-3817
ING CAPITAL LLC	$	75,000,000	$	0	1325 Avenue of the Americas New York, NY 10019 Attn: Ermelinda Young T: 646 424-8235 F: 646 424-8251	1325 Avenue of the Americas New York, NY 10019 Attn: Ermelinda Young T: 646 424-8235 F: 646 424-8251	N/A

2

JPMORGAN CHASE BANK	$	150,000,000	$	35,000,000	1111 Fannin Floor 10 Houston, TX 77702 Attn: Omar P Musule Tel: 713-750-3512 Fax: 713-750-2223	1111 Fannin Floor 10 Houston, TX 77702 Attn: Omar P Musule Tel: 713-750-3512 Fax: 713-750-2223	200 Bay Street, Suite 1800 Royal Bank Plaza, South Tower Toronto, Ontario M5J 2J2 Attn: Ramona Sankar/Amanda Staff T: 416 981-9144 F: 416-981-9128
LLOYDS TSB BANK PLC	$	50,000,000	$	0	1251 Avenue of the Americas, 39th Floor New York, NY 10020 Attn: Patricia Killian T: 212 930-8914 F: 212 930-5098	1251 Avenue of the Americas, 39th Floor New York, NY 10020 Attn: Patricia Killian T: 212 930-8914 F: 212 930-5098	N/A
KEYBANK NATIONAL ASSOCIATION	$	50,000,000	$	0	127 Public Square MailCode OH-01-27-0606 Cleveland, OH 44114 Attn: Jeffrey Dincher T: 216 689-55 F: 216 689-49	127 Public Square MailCode OH-01-27-0606 Cleveland, OH 44114 Attn: Jeffrey Dincher T: 216 689-55 F: 216 689-49	N/A
THE NORTHERN TRUST COMPANY	$	35,000,000	$	0	50 LaSalle Street Chicago, IL 60675 Attn: Sharon Jackson T: 312 630-1609 F: 312 444-3502	50 LaSalle Street Chicago, IL 60675 Attn: Sharon Jackson T: 312 630-1609 F: 312 444-3502	N/A
PNC BANK, NATIONAL ASSOCIATION	$	30,000,000	$	0	249 Fifth Avenue Pittsburgh, PA 15222 Attn: Dorothy Brailer T: 412 762-3440 F: 412 768-9259	249 Fifth Avenue Pittsburgh, PA 15222 Attn: Dorothy Brailer T: 412 762-3440 F: 412 768-9259	N/A
COOPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK B.A. “RABOBANK INTERNATIONAL”, NEW YORK BRANCH	$	100,000,000	$	0	245 Park Avenue New York, NY 10167 Attn: Winnie Ng T: 201 499-5314 F: 201 499-5326	245 Park Avenue New York, NY 10167 Attn: Winnie Ng T: 201 499-5314 F: 201 499-5326	N/A

3

ROYAL BANK OF CANADA	$	50,000,000	$	10,000,000	New York Branch One Liberty Plaza New York, NY 10006-1404 Addresses for Notices: New York Branch One Liberty Plaza, 3rd Floor New York, NY 10006-1404 Attn: Manager, Loans Admin. T: 212 428-6369 F: 212 428-2372 with copies to: One Liberty Plaza, 3rd Floor New York, NY 10006-1404 Attn: Howard Lee T: 212 428-2325 F: 212 428-6201 and: 200 Bay Street Toronto, Ontario M5J 2W7 Attn: L. Vowell T: 416 842-3967 F: 416 842-4020	New York Branch One Liberty Plaza New York, NY 10006-1404 Addresses for Notices: New York Branch One Liberty Plaza, 3rd Floor New York, NY 10006-1404 Attn: Manager, Loans Admin. T: 212 428-6369 F: 212 428-2372 with copies to: One Liberty Plaza, 3rd Floor New York, NY 10006-1404 Attn: Howard Lee T: 212 428-2325 F: 212 428-6201 and: 200 Bay Street Toronto, Ontario M5J 2W7 Attn: L. Vowell T: 416 842-3967 F: 416 842-4020	20 King Street West 7th Floor Toronto, Ontario M5H 1CR Attn: Liability Department T: 416 974-9455 F: 416 974-8119 with copies to: One Liberty Plaza, 3rd Floor New York, NY 10006-1404 Attn: Howard Lee T: 212 428-2325 F: 212 428-6201 and: 200 Bay Street Toronto, Ontario M5J 2W7 Attn: L. Vowell T: 416 842-3967 F: 416 842-4020
SUNTRUST BANK	$	100,000,000	$	0	303 Peachtree Street, NE, 10th Floor Atlanta, GA 30302 Attn: Tanisha Brown T: 404 588-8660 F: 404 230-1940	303 Peachtree Street, NE, 10th Floor Atlanta, GA 30302 Attn: Tanisha Brown T: 404 588-8660 F: 404 230-1940	N/A
THE TORONTO DOMINION BANK	$	50,000,000	$	10,000,000	31 West 52nd Street New York, NY 10019 Attn: Robert Louzan T: 212 827-7559 F: 212 827-7232	31 West 52nd Street New York, NY 10019 Attn: Robert Louzan T: 212 827-7559 F: 212 827-7232	77 King Street West Royal Trust Toer-18th Floor Toronto, Ontario M5K 1A2 Canada Attn: Maria Castillo T: 416 982-7671 F: 416 982-6630

4

U.S. BANK, NATIONAL ASSOCIATION	$	50,000,000	$	0	1850 Osborn Ave. Oshkosh, WI 54901 Attn: Connie Sweeney T: 920 237-7604 F: 920 237-7362	1850 Osborn Ave. Oshkosh, WI 54901 Attn: Connie Sweeney T: 920 237-7604 F: 920 237-7362	N/A
WACHOVIA BANK, NATIONAL ASSOCIATION	$	50,000,000	$	10,000,000	201 S College Street Charlotte, NC 28288 Attn: Todd Tucker T: 704 383-0 F: 704 715-0	201 S College Street Charlotte, NC 28288 Attn: Todd Tucker T: 704 383-0 F: 704 715-0	Congress Financial Corporation (Canada) 141 Adelaide Street West Suite 1500 Toronto, Ontario M5H 3LB Attn: Enza Agosta T: 416 364-6401 F: 416 364-8165
WELLS FARGO BANK	$	25,000,000	$	0	201 Third Street MAC 0187-081 San Francisco, CA 94103 Attn: Cindy Dunn T: 415 477-5431 F: 415 979-0675	201 Third Street MAC 0187-081 San Francisco, CA 94103 Attn: Cindy Dunn T: 415 477-5431 F: 415 979-0675	N/A
WILLIAM STREET COMMITMENT CORPORATION	$	100,000,000	$	0	85 Broad Street – 6th Floor New York, NY 10004 Attn: Philip F Green T: 212 358-7570 F: 212 357-4597/212 428-1022	85 Broad Street – 6th Floor New York, NY 10004 Attn: Philip F Green T: 212 358-7570 F: 212 357-4597/212 428-1022	N/A
TOTAL:	$	2,500,000,000	$	375,000,000

5

EXHIBIT A-1 - FORM OF

REVOLVING CREDIT

PROMISSORY NOTE

U.S.$                                      Dated:                                     , 200    

FOR VALUE RECEIVED, the undersigned,                     , a                      corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of                                          (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Revolving Credit Commitment in figures] or, if less, the aggregate principal amount of the Revolving Credit Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of August __, 2004 among Coca-Cola Enterprises Inc., Coca-Cola Enterprises (Canada) Bottling Finance Company, the Lender and certain other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Advance from the date of such Revolving Credit Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest in respect of each Revolving Credit Advance (i) in Dollars, are payable in lawful money of the United States of America to the Agent, at its account maintained at 399 Park Avenue, New York, New York 10043, in same day funds, and (ii) in any Committed Currency, are payable in such currency at the applicable Payment Office in same day funds. Each Revolving Credit Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.

This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This promissory note shall be governed by, and construed in accordance with the laws of the State of New York.

[BORROWER]
By
	Title:

1

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

2

EXHIBIT A-2 - FORM OF

COMPETITIVE BID

PROMISSORY NOTE

_____________________ Dated:                                     , 200    

FOR VALUE RECEIVED, the undersigned,                                         , a                      corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of                                          (the “Lender”) for the account of its Applicable Lending Office (as defined in the Five Year Credit Agreement dated as of August     , 2004 among Coca-Cola Enterprises Inc., Coca-Cola Enterprises (Canada) Bottling Finance Company, the Lender and certain other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined)), on                             , 200    , the principal amount of                              [for a Competitive Bid Advance in a Committed Currency, list currency and amount of such Advance].

The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below:

Interest Rate:         % per annum (calculated on the basis of a year of              days for the actual number of days elapsed).

Both principal and interest are payable in lawful money of                              to the Agent for the account of the Lender at the office of                                         , at                                          in same day funds.

This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) contains provisions for determining the Dollar Equivalent of Competitive Bid Advances denominated in Committed Currencies and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.

[BORROWER]
By
	Title:

EXHIBIT A-3 - FORM OF

CANADIAN PRIME RATE

PROMISSORY NOTE

U.S.$_______________ Dated: _______________, 200_

FOR VALUE RECEIVED, the undersigned, COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY, a Nova Scotia unlimited liability company (the “Borrower”), HEREBY PROMISES TO PAY to the order of                     (the “Lender”) for the account of its Applicable Lending Office on the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender’s Canadian Prime Rate Commitment in figures] or, if less, the aggregate principal amount of the Canadian Prime Rate Advances made by the Lender to the Borrower pursuant to the Five Year Credit Agreement dated as of August __, 2004 among Coca-Cola Enterprises Inc., Coca-Cola Enterprises (Canada) Bottling Finance Company, the Lender and certain other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) outstanding on such date.

The Borrower promises to pay interest on the unpaid principal amount of each Canadian Prime Rate Advance from the date of such Canadian Prime Rate Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest in respect of each Canadian Prime Rate Advance are payable in lawful money of Canada to Citibank Canada, as Sub-Agent, at its account maintained at 123 Front St. West, Suite 1000, Toronto, Ontario, M5J2M3, in same day funds. Each Canadian Prime Rate Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note.

This Promissory Note is one of the Canadian Prime Rate Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Canadian Prime Rate Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Canadian Prime Rate Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This promissory note shall be governed by, and construed in accordance with the laws of the State of New York.

COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY
By
	Title:

2

ADVANCES AND PAYMENTS OF PRINCIPAL

Date Amount of Advance Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By

3

EXHIBIT B-1 - FORM OF NOTICE OF

REVOLVING CREDIT BORROWING

Citibank, N.A., as Agent

    for the Lenders parties

    to the Credit Agreement

    referred to below

Two Penns Way

New Castle, Delaware 19720                                                                         [Date]

Attention: _______________

Ladies and Gentlemen:

The undersigned,                    , refers to the Five Year Credit Agreement, dated as of August __, 2004 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Coca-Cola Enterprises Inc., Coca-Cola Enterprises (Canada) Bottling Finance Company, certain Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Revolving Credit Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

(i) The date of the Proposed Revolving Credit Borrowing is                     , 200_.

(ii) The Type of Advances comprising the Proposed Revolving Credit Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

(iii) The aggregate amount of the Proposed Revolving Credit Borrowing is $                    .

[(iv) The initial Interest Period and currency for each Eurocurrency Rate Advance made as part of the Proposed Revolving Credit Borrowing is              month[s].]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Revolving Credit Borrowing:

(A) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of such date, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Revolving Credit Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Letter are correct in all material respects on and as of the date of such Revolving Credit Borrowing, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; and

(B) no event has occurred and is continuing, or would result from such Proposed Revolving Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default.

Very truly yours,
By:
	Title:

EXHIBIT B-2 - FORM OF NOTICE OF

COMPETITIVE BID BORROWING

Citibank, N.A., as Agent

    for the Lenders parties

    to the Credit Agreement

    referred to below

Two Penns Way

New Castle, Delaware 19720                                                                         [Date]

Attention: _______________

Ladies and Gentlemen:

The undersigned,                     , refers to the Five Year Credit Agreement, dated as of August         , 2004 (as amended or modified from time to time, the “Credit Agreement”, the terms defined therein being used herein as therein defined), among Coca-Cola Enterprises Inc., Coca-Cola Enterprises (Canada) Bottling Finance Company, certain Lenders parties thereto and Citibank, N.A., as Agent for said Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.03 of the Credit Agreement that the undersigned hereby requests a Competitive Bid Borrowing under the Credit Agreement, and in that connection sets forth the terms on which such Competitive Bid Borrowing (the “Proposed Competitive Bid Borrowing”) is requested to be made:

(A)    Name of Borrower

(B)    Date of Proposed Competitive Bid Borrowing

(C)    Amount of Proposed Competitive Bid Borrowing

(D)    [Maturity Date] [Interest Period]

(E)    Interest Rate Basis

(F)    Day Count Convention

(G)    Interest Payment Date(s)

(H)    Currency

(I)    Borrower’s Account Location

(J)    Applicable Lending Office

(K)    Lender’s Home Office

(L)    Prepayment Terms

(M)    __________________________

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Competitive Bid Borrowing:

(a) the representations and warranties contained in Section 4.01 of the Credit Agreement (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (ii) thereof)) are correct in all material respects on and as of such date, before and after giving

effect to such Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and additionally, if such Competitive Bid Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Letter are correct in all material respects on and as of the date of such Competitive Bid Borrowing, before and after giving effect to such Competitive Bid Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;

(b) no event has occurred and is continuing, or would result from the Proposed Competitive Bid Borrowing or from the application of the proceeds therefrom, that constitutes a Default;

(c) the Company has made all filings required to be made by it under applicable securities laws; and

(d) the aggregate amount of the Proposed Competitive Bid Borrowing and all other Borrowings to be made on the same day under the Credit Agreement is within the aggregate amount of the Unused Revolving Credit Commitments of the Lenders.

The undersigned hereby confirms that the Proposed Competitive Bid Borrowing is to be made available to it in accordance with Section 2.03 of the Credit Agreement.

Very truly yours,

By:

Title:

2

EXHIBIT C - FORM OF

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Five Year Credit Agreement dated as of August __, 2004 (as amended or modified from time to time, the “Credit Agreement”) among COCA-COLA ENTERPRISES INC., a Delaware corporation (the “Company”), COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY, a Nova Scotia unlimited liability company, the Lenders (as defined in the Credit Agreement) and Citibank, N.A., as agent for the Lenders (the “Agent”). Terms defined in the Credit Agreement are used herein with the same meaning.

The “Assignor” and the “Assignee” referred to on Schedule I hereto agree as follows:

1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor’s rights and obligations under the Credit Agreement as of the date hereof (other than in respect of Competitive Bid Advances and Competitive Bid Notes) equal to the percentage interest specified on Schedule 1 hereto of all of the Assignor’s outstanding rights and obligations under the Credit Agreement (other than in respect of Competitive Bid Advances and Competitive Bid Notes). After giving effect to such sale and assignment, the Assignee’s Commitment(s) and the amount of the Revolving Credit Advances or Canadian Prime Advances owing to the Assignee will be as set forth on Schedule 1 hereto.

2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any other instrument or document furnished pursuant thereto; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by the Borrowers of any of their obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto; and (iv) attaches the Revolving Credit Note or Canadian Prime Note held by the Assignor and requests that the Agent exchange such Revolving Credit Note or Canadian Prime Note for a new Revolving Credit Note or Canadian Prime Note, as the case may be, payable to the order of the Assignee in an amount equal to the applicable Commitment assumed by the Assignee pursuant hereto or new Revolving Credit Notes or Canadian Prime Notes payable to the order of the Assignee in an amount equal to the applicable Commitment(s) assumed by the Assignee pursuant hereto and the Assignor in an amount equal to the Commitment(s) retained by the Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto.

3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 4.01(e) thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender; and (vi) attaches any U.S. Internal Revenue Service forms or other forms or certificates required under Section 2.14 of the Credit Agreement.

4. Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Agent, unless otherwise specified on Schedule 1 hereto.

5. Upon such acceptance and recording by the Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

6. Upon such acceptance and recording by the Agent, from and after the Effective Date, the Agent shall make all payments under the Credit Agreement and the Revolving Credit Notes or Canadian Prime Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and facility fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Revolving Credit Notes or Canadian Prime Notes for periods prior to the Effective Date directly between themselves.

7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

8. This Assignment and Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as delivery of a manually executed counterpart of this Assignment and Acceptance.

IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.

2

Schedule 1

to

Assignment and Acceptance

Percentage interest of Assignor’s rights assigned:		_____	%
Assignee’s Revolving Credit Commitment:	$	__________
Aggregate outstanding principal amount of Revolving Credit Advances assigned:	$	__________
Principal amount of Revolving Credit Note payable to Assignee:	$	__________
Principal amount of Revolving Credit Note payable to Assignor:	$	__________
Assignee’s Canadian Prime Commitment:	$	__________
Aggregate outstanding principal amount of Canadian Prime Advances assigned:	$	__________
Principal amount of Canadian Prime Note payable to Assignee:	$	__________
Principal amount of Canadian Prime Note payable to Assignor:	$	__________
Effective Date:1		______________, 200_

[NAME OF ASSIGNOR], as Assignor
By
Title:
Dated:	_______, 200_
[NAME OF ASSIGNEE], as Assignee
By
Title:
Dated:	_______, 200_
Domestic Lending Office: [Address]
Eurocurrency Lending Office: [Address]

¹ This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Agent.

3

Accepted and Approved this __ day of ______, 200_
CITIBANK, N.A., as Agent
By
	Title:
Approved this__ day of _______, 200_
COCA-COLA ENTERPRISES INC.
By
	Title:

4

EXHIBIT D - FORM OF DESIGNATION LETTER

[DATE]

To each of the Lenders

    parties to the Credit Agreement

    (as defined below) and to Citibank N.A.

    as Agent for such Lenders

Ladies and Gentlemen:

Reference is made to the Five Year Credit Agreement dated as of August __, 2004 among Coca-Cola Enterprises Inc. (the “Company”), Coca-Cola Enterprises (Canada) Bottling Finance Company, the Lenders named therein, and Citibank N.A., as Agent for said Lenders (the “Credit Agreement”). Terms used herein and defined in the Credit Agreement shall have the respective meanings ascribed to such terms in the Credit Agreement.

Please be advised that the Company hereby designates its undersigned Subsidiary,                     (“Designated Subsidiary”), as a “Designated Subsidiary” under and for all purposes of the Credit Agreement.

The Designated Subsidiary, in consideration of each Lender’s agreement to extend credit to it under and on the terms and conditions set forth in the Credit Agreement, does hereby assume each of the obligations imposed upon a “Designated Subsidiary” and a “Borrower” under the Credit Agreement and agrees to be bound by the terms and conditions of the Credit Agreement. In furtherance of the foregoing, the Designated Subsidiary hereby represents and warrants to each Lender as follows:

(a) The Designated Subsidiary is a [corporation] duly organized, validly existing and in good standing under the laws of ______________________. The Designated Subsidiary is duly qualified and in good standing as a foreign corporation authorized to do business in each jurisdiction (other than the jurisdiction of its incorporation) in which the nature of its activities or the character of the properties it owns or leases makes such qualification necessary and in which the failure so to qualify would have a materially adverse effect on the Designated Subsidiary and its Subsidiaries taken as a whole.

(b) The execution, delivery and performance by the Designated Subsidiary of this Designation Letter, the Credit Agreement and its Notes are within the Designated Subsidiary’s corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Designated Subsidiary’s charter or by-laws or (ii) any law, rule, regulation or contractual restriction in any material contract or, to the knowledge of the Chief Financial Officer of the Designated Subsidiary, any other contract binding on or affecting the Designated Subsidiary.

(c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Designated Subsidiary of this Designation Letter, the Credit Agreement or its Notes.

(d) This Designation Letter is, and the Notes of the Designated Subsidiary when delivered hereunder will be, legal, valid and binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms.

(e) There is no pending or, to the best of the Designated Subsidiary’s knowledge, threatened action or proceeding involving the Designated Subsidiary or any of its Subsidiaries before any court, governmental agency or arbitrator, (i) as of the date of this Designation Letter, which is likely to materially adversely affect the financial condition or operations of the Designated Subsidiary and its Subsidiaries taken as a whole or (ii) which purports to affect the legality, validity or enforceability of this Designation Letter, the Credit Agreement or any Note of the Designated Subsidiary.

(f) No proceeds of any Advance will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, other than immaterial quantities of equity securities held in the investment portfolio of a Person whose stock is acquired with the proceeds of such Advance.

(g) The Designated Subsidiary is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U), and no proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

(h) The Designated Subsidiary is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.

Very truly yours,
COCA-COLA ENTERPRISES INC.
By
	Name:
	Title:
[THE DESIGNATED SUBSIDIARY]
By
	Name:
	Title:

2

EXHIBIT E - FORM OF ACCEPTANCE BY PROCESS AGENT

[Letterhead of Process Agent]

[Date]

To each of the Lenders parties

to the Credit Agreement

(as defined below) and to

Citibank N.A., as Agent for

said Lenders

[Name of Designated Subsidiary]

Ladies and Gentlemen:

Reference is made to (i) that certain Five Year Credit Agreement dated as of August __, 2004 among Coca-Cola Enterprises Inc., Coca-Cola Enterprises (Canada) Bottling Finance Company, certain other borrowers parties thereto, the Lenders named therein, and Citibank N.A., as Agent for the Lenders (such Credit Agreement as it may hereafter be amended, supplemented or otherwise modified from time to time, being the “Credit Agreement”; the terms defined therein being used herein as therein defined), and (ii) to the Designation Letter, dated                     , pursuant to which __________ (the “Designated Subsidiary”) has become a Borrower.

Pursuant to Section 9.13 of the Credit Agreement to which the Designated Subsidiary has become subject pursuant to its Designation Letter, the Designated Subsidiary has appointed _______________ (with an office on the date hereof at _______________, Attention: __________) as Process Agent to receive on behalf of the Designated Subsidiary and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any New York State or Federal court sitting in New York City arising out of or relating to the Credit Agreement.

The undersigned hereby accepts such appointment as Process Agent and agrees with each of you that (i) the undersigned will maintain an office in ________________ through the Termination Date and will give the Agent prompt notice of any change of address of the undersigned, (ii) the undersigned will perform its duties as Process Agent to receive on behalf of the Designated Subsidiary and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any New York State or Federal court sitting in New York City arising out of or relating to the Credit Agreement and (iii) the undersigned will forward forthwith to the Designated Subsidiary at its address at ________________ or, if different, its then current address, copies of any summons, complaint and other process which the undersigned receives in connection with its appointment as Process Agent.

This acceptance and agreement shall be binding upon the undersigned and all successors of the undersigned.

Very truly yours,

[NAME OF PROCESS AGENT]

By

EXHIBIT F - FORM OF

OPINION OF COUNSEL

FOR THE BORROWER

[As separately distributed]

EXHIBIT G - FORM OF

OPINION OF COUNSEL

FOR FINCO

[As separately distributed]

EXHIBIT H – FORM OF

OPINION OF COUNSEL

TO A DESIGNATED SUBSIDIARY

[Effective Date of Designation Letter]

1. The Designated Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the __________.

2. The execution, delivery and performance by the Designated Subsidiary of the Designation Letter, the Credit Agreement and its Notes are within the Designated Subsidiary’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) the organizational documents of the Designated Subsidiary or (ii) any law, rule or regulation applicable to the Designated Subsidiary (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System) or (iii) any contractual or legal restriction contained in any indentures, loan or credit agreements, leases, mortgages, security agreements, bonds, notes and other agreements or instruments, or orders, writs, judgments, awards, injunctions and decrees, which materially adversely affect or purport to materially adversely affect the Designated Subsidiary’s right to borrow money or the Designated Subsidiary’s obligations under the Credit Agreement, its Designation Letter or its Notes. The Designation Letter and each Note of the Designated Subsidiary delivered on the date hereof have been duly executed and delivered on behalf of the Designated Subsidiary.

3. No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Designated Subsidiary of the Designation Letter, the Credit Agreement or the Notes of the Designated Subsidiary.

4. Each of the Designation Letter, the Credit Agreement and the Notes of the Designated Subsidiary are the legal, valid and binding obligations of the Designated Subsidiary enforceable against the Designated Subsidiary in accordance with their respective terms.

1

EX-10.18

EXHIBIT 10.18

Summary Plan Description for the

Coca-Cola Enterprises

Executive Long-Term Disability Plan

The Coca-Cola Enterprises Executive Long-Term Disability Plan (the “Executive LTD Plan” or “Plan) is an insured disability plan funded by an individual disability income (“IDI”) insurance policy issued to each eligible executive. The Executive LTD Plan provides an enhanced level of long-term disability insurance coverage (over and above that provided under the Coca-Cola Enterprises Group Long-Term Disability Plan (the “LTD Plan”)) for certain executive employees.

ELIGIBILITY

You will be notified by the Plan Administrator if you are eligible to participate in the Executive LTD Plan. Participation is generally limited to those executives whose base salaries would cause them to be subject to certain benefit limitations imposed under the LTD Plan.

EXECUTIVE LTD PLAN COVERAGE

The LTD Plan provides a monthly disability benefit of up to 60% of your salary (up to 70% of salary for participants who elect supplemental coverage). However, the maximum monthly LTD Plan benefit is limited to $10,000 (even for participants who elect supplemental coverage). The Executive LTD Plan provides for an additional monthly disability benefit of up to approximately 10% of salary, with a maximum monthly benefit of $5,000. Therefore, the LTD Plan and Executive LTD Plan provide for a combined monthly benefit of up to $15,000.

EFFECT ON SUPPLEMENTAL LTD PLAN COVERAGE

Your Executive LTD Plan coverage replaces the supplemental LTD Plan coverage. If your participation in the Executive LTD Plan terminates and you continue to be employed by the Company, you may again be eligible to participate in the supplemental LTD Plan coverage.

IDI INSURANCE POLICY

Your coverage under the Executive LTD Plan is provided through an IDI insurance policy issued directly to you by the Insurance Company, rather than through a group insurance policy issued to the Company.

REQUIREMENTS FOR PARTICIPATION

Once you have been notified of your initial eligibility for participation in the Executive LTD Plan, the Plan Administrator will provide you with a policy application. You must complete and return the application, within the time period and in the manner specified by the Plan Administrator, in order to participate in the Executive LTD Plan. The Plan Administrator will advise you of any additional information that is required for you to continue participation in the Executive LTD Plan in subsequent years (for example, the Insurance Company may require a new application if you are eligible for an increase in the benefit amount due to an increase in your base salary).

DETERMINATION OF BENEFITS

Your benefits will be determined according to the terms of the IDI insurance policy issued to you by the Insurance Company. Generally, your combined disability benefits under the LTD Plan and the Executive LTD Plan will be up to approximately 70% of your salary, subject to the $15,000 monthly benefit limit described above. Please note that your maximum monthly total disability benefit provided under the IDI policy issued by the Insurance Company is specified on the Policy Schedule included with your policy.

WHEN COVERAGE UNDER THE EXECUTIVE LTD PLAN ENDS

Your participation in the Executive LTD Plan will terminate, and your IDI insurance policy will cease to be part of the Executive LTD Plan, if (a) your base salary falls below the minimum level established by the Plan Administrator for participation in the Executive LTD Plan or (b) you cease to be eligible to participate in the LTD Plan. The Plan Administrator will notify you if your participation in the Executive LTD Plan terminates. Following the termination of your participation in the Executive LTD Plan, the Insurance Company will notify you of your options for, and the costs associated with, continuing coverage under your IDI insurance policy outside the Executive LTD Plan. Note that you will be required to pay the full policy premium for any continued coverage under your IDI insurance policy.

PLAN INFORMATION

PLAN SPONSOR

Coca-Cola Enterprises Inc.

2500 Windy Ridge Parkway, Suite 700

Atlanta, GA 30339

(770) 989-3000

PLAN NUMBER/EIN

The number assigned to the Executive LTD Plan by the Plan Sponsor is 510. The federal employer identification number assigned to the Plan Sponsor is 58-0503352.

1

PLAN ADMINISTRATOR

The Welfare Benefits Committee

Coca-Cola Enterprises Inc.

2500 Windy Ridge Parkway, Suite 700

Atlanta, GA 30339

(770) 989-3000

The Welfare Benefits Committee, as Plan Administrator, has discretionary authority to make the final determinations on questions of your eligibility under the Executive LTD Plan.

INSURANCE COMPANY

The Insurance Company has the discretionary authority to construe the terms of the Executive LTD Plan to interpret the meaning of any provisions that relate to IDI insurance benefits which are ambiguous and to make factual determinations concerning IDI insurance benefits. The Insurance Company is responsible for making the final determination with respect to the payment of benefits under the Executive LTD Plan. The Insurance Company’s address is:

UnumProvident Corporation: Provident Life and Accident Insurance Company

1 Fountain Square

Chattanooga, TN 37402

(423) 755-1011

LEGAL PROCESS

Legal process may be served on the Plan Administrator at the address noted above.

PLAN YEAR

The plan year for the Executive LTD Plan is January 1 through December 31.

GOVERNING DOCUMENTS

This summary plan description is intended to provide a summary explanation of your benefits. The IDI insurance policy issued by the Insurance Company (together with any criteria adopted by the Insurance Company for purposes of determining eligibility for benefits under the policy) and this summary plan description govern the administration of, and are the legally governing instruments in determining all rights and obligations under, the Executive LTD Plan. In the event of a conflict between this summary plan description and the IDI insurance policy through which claims are insured, the terms of the IDI insurance policy will control.

PLAN FUNDING

Disability insurance coverage under the Executive LTD Plan is funded through IDI insurance policies issued by the Insurance Company.

RIGHTS TO EMPLOYMENT

The existence of the Executive LTD Plan does not affect the employment rights of an employee or the rights of the Company to discharge an employee.

RIGHT TO AMEND OR TERMINATE

The Plan Sponsor intends to sponsor the Executive LTD Plan indefinitely, but reserves the right to amend, suspend, or terminate the Executive LTD Plan at any time for any reason.

APPEALING A CLAIM FOR BENEFITS

If you have any questions or problems concerning any of your benefits or making an application for benefits, please contact OneSource at 888-833-2653. In most cases, this is all you will have to do to have your question answered or problem solved. Any appeal related to a person’s eligibility under the Executive LTD Plan or issues related to enrollment, must be made in writing to the Plan Administrator. However, the appeal process with respect to the payment of claims for benefits is handled differently, as described below.

The Insurance Company will provide you with written notice, usually within 45 days, if your claim or any part of a claim for benefits under the Executive LTD Plan has been denied. The notice will include the specific reason(s) for the denial and reference to the pertinent plan provision(s) on which the denial was based. The Insurance Company may extend the 45-day determination period for up to two additional 30-day periods if it notifies you, prior to the expiration of the determination period or the first 30-day extension period, as applicable, that an extension is necessary due to matters beyond its control. If the Insurance Company cannot make its decision within these time periods due to lack of information, it will request the necessary information from you and give you at least 45 days within which to provide it. The applicable review period will be tolled until the Insurance Company receives the requested information.

If your claim is denied, in whole or in part (or if you have not received written notification regarding your initial claim within 45 days after your claim is received), you may request to have the claim reviewed. Any requests for review must be made in writing within 180 days after your receipt of written notice of denial of your claim and must be sent to the Insurance Company at the address provided above. As part of your request for review, you may submit written comments, documents, records, and other information relevant to your claim. If you request, you will be provided reasonable access to, or copies of, documents, records, and other information relevant to your claim.

If you request a review, your application will be considered by the Insurance Company without regard to its initial determination. All documents, records, and other

2

information you submit in connection with your request for review will be reviewed, without regard to whether such information was submitted or considered in the initial determination. You will be notified of the review decision no later than 45 days after your application is received for review, unless an extension is required because of special circumstances. If an extension is required, the Insurance Company will, prior to the expiration of the initial 45-day review period, identify the special circumstances and provide you with a date by which it expects to render its decision, which will be as soon as possible, but no later than 90 days after you filed your request for review. If the Insurance Company cannot make its decision upon review within these time periods due to lack of information, it will request the necessary information from you and give you at least 45 days within which to provide it. The 45-day review period will be tolled until the Insurance Company receives the requested information. If the decision upon review is unfavorable, the notification you receive will include, among other things, an explanation of the reasons for the denial and the plan document provisions on which the decision was based.

The Welfare Benefits Committee may be contacted to provide assistance in an appeal of an Insurance Company decision, but the Insurance Company has the final discretionary authority to make determinations concerning the payment of benefits.

Note: You must exhaust the Executive LTD Plan’s claim and appeal procedures before pursuing legal action with respect to a claim under the Executive LTD Plan. No legal action may be brought with respect to a claim for Executive LTD Plan benefits unless such action is filed within 2 years from the date of the event giving rise to that claim.

ERISA RIGHTS

You are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to:

RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

Examine, without charge, at the Plan Administrator’s office, all Plan documents, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor.

Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts and copies of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and an updated summary plan description. The Plan Administrator may make a reasonable charge for copying documents.

Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report.

PRUDENT ACTIONS BY PLAN FIDUCIARIES

In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Plan, called “fiduciaries” of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

ENFORCE YOUR RIGHTS

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court.

If it should happen that the Plan’s fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

ASSISTANCE WITH YOUR QUESTIONS

If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Ave., NW, Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the Employee Benefits Security Administration’s publications hotline.

3

EX-10.20

EXHIBIT 10.20

CONSULTING AGREEMENT

This CONSULTING AGREEMENT (the “Agreement”) effective October 25, 2006 between COCA-COLA ENTERPRISES INC. (the “Company”) and LOWRY F. KLINE (“Mr. Kline”).

Whereas, Mr. Kline having previously served the Company as Chief Executive Officer and Executive Chairman, has resigned his position as an executive officer of the Company, effective October 25, 2006, and will retire as an employee of the Company as of January 1, 2007; and

Whereas, the Company desires to ensure a successful transition in the management of the Company following Mr. Kline’s retirement, and Mr. Kline desires to assist the Company in the period following his retirement by providing consulting and related services to the Company.

NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, the parties do hereby agree as follows:

1. Consulting Services. Mr. Kline agrees to provide the Company with consulting services related to the business and operations of the Company, as requested by the Company, with the time and effort devoted to such services to be consistent with Mr. Kline’s retired status and availability in view of his involvement in other activities. Specifically, Mr. Kline’s services shall include consulting with the Company on matters and subjects requested from time to time by the Company’s Chief Executive Officer, including, without limitation, strategic planning, industry trends, acquisition opportunities and management succession planning.

2. Compensation. Mr. Kline agrees that he will not be entitled to any compensation for performing services under the Agreement, except that he will be entitled to receive the benefits under the Coca-Cola Enterprises Executive Pension Plan during the term of the Agreement, which benefits are conditioned upon the execution of the non-competition provision set forth in Paragraph 5. Mr. Kline acknowledges that such benefits are sufficient consideration to support this Agreement.

3. Personnel and Office Accommodations. During the term of this Agreement, the Company will provide Mr. Kline with an office and secretarial support in its corporate offices in order to assist him in the performance of his consulting services.

4. Expenses. The Company shall reimburse the Mr. Kline for all expenses incurred by Mr. Kline in connection with the performance of his consulting services. All amounts to be reimbursed to the Mr. Kline pursuant to this Paragraph 4 shall be paid within sixty days (60) days following the delivery of the expense invoice to the Company.

5. Non-Competition. Mr. Kline agrees that, during the period beginning on the Termination Date and ending two years thereafter, he will not directly or indirectly, on his own behalf or on behalf of any person or entity, compete with the Company by performing activities or duties substantially similar or related to the functions, activities or duties performed by Mr. Kline for the Company within the two years preceding the Termination Date for any business entity or operations owned or operated by PepsiCo, Inc., The Pepsi Bottling Group, Inc., Cadbury Schweppes plc, or any other bottler of non-alcoholic beverages. This restriction shall apply only to a restricted territory within a fifty mile radius of any locations, sites or facilities in which the Company (including its affiliates) maintains offices, operations or service contracts or has provided services during the 12-month period immediately preceding the Termination Date.

6. Term. This Agreement shall continue in effect unless and until terminated by either party. Termination may be effected by either party by giving notice of termination to the other party at least thirty (30) days prior to the effective date of termination. Notwithstanding the foregoing, the covenants set forth in Paragraph 5 shall survive termination of this Agreement.

7. Controlling Law; Amendment; Waiver. This Agreement shall be governed by the laws of the State of Georgia. This Agreement may not be altered or amended except in writing signed by the parties.

8. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Company and Mr. Kline with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, between the Company and Mr. Kline with respect to the subject matter hereof.

LOWRY F. KLINE	COCA-COLA ENTERPRISES INC.
/S/ LOWRY F. KLINE	By:	/S/ JOHN F. BROCK
	John F. Brock
	President & Chief Executive Officer
Date	Date

2

EX-10.23

EXHIBIT 10.23

Coca-Cola Enterprises Inc.

20     Deferred Stock Unit Award

Deferred Stock Unit Award Recipient:

Performance Condition to Vesting (“Performance Condition”):

Service Condition to Vesting (“Service Condition”):

We are pleased to advise you of your 2006 Deferred Stock Unit Award from Coca-Cola Enterprises Inc. (also referred to as the “Company”), under the 2004 Stock Award Plan (the “Plan”). The terms and conditions applicable to this Deferred Stock Unit Award (“DSU Award”) are described below.

1. 2006 Deferred Stock Unit Award. A 20     DSU Award account has been established on your behalf under the Plan, and it has been credited with              deferred stock units.

Upon the satisfaction of the applicable vesting conditions, the Company will immediately distribute a share of Coca-Cola Enterprises Inc. common stock to you for each deferred stock unit credited to your account under the 2006 DSU Award.

2. Nature of Deferred Stock Unit Award. Your DSU Award represents an unfunded and unsecured promise by the Company to pay amounts in the future in accordance with the terms of this award. The DSU Award does not entitle you to vote any shares of the Company’s common stock or receive actual dividends. Your DSU Award may not be transferred, assigned, hypothecated, pledged, or otherwise encumbered or subjected to any lien, obligation, or liability of you or any other party.

3. Vesting in Deferred Stock Units. Your DSU Award (or in certain circumstances, a portion of your DSU Award) will vest as of the date both the Performance Condition and the Service Condition are satisfied.

Although the Performance Condition must still be met within the period specified above, the Continued Service Condition will be waived under the following circumstances:

i. For 100% of your DSU Award, in the event of your death or your termination on account of Disability.

ii. For a pro rata portion of your DSU Award, upon your Severance Termination or Rule of 75 Retirement, determined as follows: (a) the number of months between the date of this Award and your termination date plus twenty-four months, divided by the number of months of employment required under the Service Condition, and (b) the resulting percentage will be applied to your Award to determine the portion for which the Service Condition is waived.

4. Effect of Termination of Employment. If your employment with the Company or an Affiliated Company terminates before this Award is vested, the following terms apply:

i. If, before this Award vests, your employment with the Company or an Affiliated Company terminates on account of any reason other than your death, Disability, or Severance Termination, your DSU Award will be forfeited on your termination date.

ii. If, before the Service Condition is met, your employment terminates on account of your death, Disability, or Severance Termination, the portion of your DSU Award for which the Service Condition was waived will vest immediately if the Performance Condition has been met at the time of your termination or on such later date that the Performance Condition is met.

iii. If, after the Service Condition is met, your employment terminates on account of your death, Disability or Severance Termination, 100% of your DSU Award will be vested on the date that the Performance Condition is met.

5. Effect of a Change in Control of the Company. In the event of your Severance Termination within two years of a Change in Control of the Company (as defined in the 2004 Stock Award Plan), your DSU Award shall become vested on your termination date.

6. Definitions. For purposes of this Award, the following definitions apply:

a. An “Affiliated Company” includes any The Coca-Cola Company or any company of which the Company or The Coca-Cola Company owns at least 20% of the voting stock or capital if (i) such .company is a party to an agreement that provides for continuation of certain employee benefits upon immediate employment with such company and (ii) the Company agrees to this subsequent employment.

b. “Disability” means an inability, by reason of a medically determinable physical or mental impairment, to engage in any substantially gainful activity, which condition, in the opinion of a physician approved of by the Company, is expected to have a duration of not less than one year.

c. “Severance Termination” means your involuntary termination without Cause or your voluntary termination for Good Reason. For purposes of this definition, “Cause” means (i) willful or gross misconduct that is materially detrimental to the Company, (ii) a willful act of personal dishonesty or fraud in either case, committed against the Company, or (iii) conviction of a felony, except for a conviction related to vicarious liability based solely on your position with the Company, provided that you had no involvement in actions leading to such liability or had acted upon the advice of the Company’s counsel. For purposes of this definition of Cause, no act or failure to act by you shall be considered “willful” unless it occurs without your good faith belief that such act or failure to act was in, or not contrary to, the best interests of the Company. “Good Reason” means your (i) demotion or diminution of duties, responsibilities and status; (ii) a material reduction in base salary or annual cash bonus incentive opportunities (whether in one reduction or cumulatively); or (iii) relocation of your principal office more than 50 miles from Atlanta, unless such relocation is closer to your primary residence, or outside the Company’s corporate headquarters. You must give written notice to the Company within 60 days of the date on which you are notified of such circumstances, and the Company will have one month to remedy the matter.

7. Dividend Equivalents. Your DSU Award account will earn credits equal to any dividends declared by the Board of Directors on the Company’s common stock (“Dividend Equivalents”). These Dividend Equivalents will be equal to the dividends payable on the same number of shares of stock as the number of deferred stock units granted under this DSU Award.

The Dividend Equivalents credited to your account will become vested on the date all or any portion of your DSU Award vests. An amount equal to these Dividend Equivalents will be paid to you in cash at that time. If your DSU Award (or any portion of the Award) does not vest, all Dividend Equivalent credits will also be forfeited.

8. Deemed Acceptance of Award. This document is a summary of your 20     Deferred Stock Unit Award under the Coca-Cola Enterprises Inc. 2004 Stock Award Plan, the terms of which are incorporated by reference into this document. There is no need to acknowledge your acceptance of this Award, as you will be deemed to have accepted the Award, as well as the terms and conditions of the Plan and this document unless you notify the Company otherwise in writing.

9. Acknowledgment of Nature of Plan and Deferred Stock Units. In accepting the Award, you acknowledge that:

a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

2

b. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

c. neither the Award of Deferred Stock Units nor any provision of this Award Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment, and in the event that you are not an employee of the Company, this Award shall not be interpreted to form an employment contract or relationship with the Company;

10. Tax Obligations. Regardless of any action the Company or your employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the deferred stock units, including their grant, vesting, or into shares; the receipt of any cash payments; or the subsequent sale of any shares acquired at vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the Deferred Stock Units to reduce or eliminate your liability for Tax-Related Items.

Prior to the issuance of shares upon vesting of the Deferred Stock Units or the receipt of any cash payments, you shall pay, or make adequate arrangements satisfactory to the Company or to your employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or your employer. In this regard, you authorize the Company or your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation payable to you by the Company or your employer or from cash payment received upon vesting of the Deferred Stock Units. Alternatively, or in addition, if permissible under local law, the Company or your employer may, in their sole discretion, (1) sell or arrange for the sale of shares to be issued on the vesting of the Deferred Stock Units to satisfy the withholding or payment on account obligation, and/or (2) withhold in shares, provided that the Company and your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount.

11. Reservation of Right to Modify Award to Comply with Section 409A. This Deferred Stock Unit Award is not intended to be subject to section 409A of the U.S. Internal Revenue Code. If the Deferred Stock Unit Award is treated as subject to section 409A, the Company reserves the authority to amend this award as necessary to comply with section 409A or to ensure that section 409A does not apply to this award.

12. Plan Administration. The Plan is administered by a Committee of the Company’s Board of Directors, whose function is to ensure the Plan is managed according to its respective terms and conditions. To the extent any provision of this award is inconsistent or in conflict with any provision of the Plan, the Plan shall govern. A request for a copy of the Plan and any questions pertaining to the Plan should be directed to:

STOCK PLAN ADMINISTRATOR

COCA-COLA ENTERPRISES INC.

P.O. BOX 723040

ATLANTA, GA, USA 31139-0040

(770) 989-3000

3

EX-10.25

EXHIBIT 10.25

Coca-Cola Enterprises Inc.

20     Deferred Stock Unit Award

Deferred Stock Unit Award Recipient:

Performance Condition to Vesting (“Performance Condition”):

Service Condition to Vesting (“Service Condition”):

We are pleased to advise you of your 2006 Deferred Stock Unit Award from Coca-Cola Enterprises Inc. (also referred to as the “Company”), under the 2004 Stock Award Plan (the “Plan”). The terms and conditions applicable to this Deferred Stock Unit Award (“DSU Award”) are described below.

1. 2006 Deferred Stock Unit Award. A 20     DSU Award account has been established on your behalf under the Plan, and it has been credited with              deferred stock units.

Upon the satisfaction of the applicable vesting conditions, the Company will immediately distribute a share of Coca-Cola Enterprises Inc. common stock to you for each deferred stock unit credited to your account under the 2006 DSU Award.

2. Nature of Deferred Stock Unit Award. Your DSU Award represents an unfunded and unsecured promise by the Company to pay amounts in the future in accordance with the terms of this award. The DSU Award does not entitle you to vote any shares of the Company’s common stock or receive actual dividends. Your DSU Award may not be transferred, assigned, hypothecated, pledged, or otherwise encumbered or subjected to any lien, obligation, or liability of you or any other party.

3. Vesting in Deferred Stock Units. Your DSU Award (or in certain circumstances, a portion of your DSU Award) will vest as of the date both the Performance Condition and the Service Condition are satisfied.

Although the Performance Condition must still be met within the period specified above, the Continued Service Condition will be waived under the following circumstances:

i. For 100% of your DSU Award, in the event of your death or your termination on account of Disability.

ii. For a pro rata portion of your DSU Award, upon your Severance Termination or Rule of 75 Retirement. The pro rata portion will be determined as follows: (a) the number of months between the date of this Award and your termination date, will be divided by 48 months, and (b) the resulting percentage will be used to determine the portion of your Award for which the Service Condition is waived.

4. Effect of Termination of Employment. If your employment with the Company or an Affiliated Company terminates before this Award is vested, the following terms apply:

i. If, before this Award vests, your employment with the Company or an Affiliated Company terminates on account of any reason other than your death, Disability, Severance Termination or Rule of 75 Retirement, your DSU Award will be forfeited on your termination date.

ii. If, before the Service Condition is met, your employment terminates on account of your death, Disability, Severance Termination, or Rule of 75 Retirement, the portion of your DSU Award

for which the Service Condition was waived will vest immediately if the Performance Condition has been met at the time of your termination or on such later date that the Performance Condition is met.

iii. If, after the Service Condition is met, your employment terminates on account of your death, disability, Severance Termination, or Rule of 75 Retirement, 100% of your DSU Award will vest on the date the Performance Condition is met.

5. Effect of a Change in Control of the Company. In the event of your Severance Termination within two years of a Change in Control of the Company (as defined in the 2004 Stock Award Plan), your DSU Award shall become vested on your termination date.

6. Definitions. For purposes of this Award, the following definitions apply:

a. An “Affiliated Company” includes any The Coca-Cola Company or any company of which the Company or The Coca-Cola Company owns at least 20% of the voting stock or capital if (i) such company is a party to an agreement that provides for continuation of certain employee benefits upon immediate employment with such company and (ii) the Company agrees to this subsequent employment.

b. “Disability” means an inability, by reason of a medically determinable physical or mental impairment, to engage in any substantially gainful activity, which condition, in the opinion of a physician approved of by the Company, is expected to have a duration of not less than one year.

c. “Rule of 75 Retirement” means your voluntary termination at or after you are age 55 and your age and service, when added together, equal 75.

d. “Severance Termination” means your involuntary termination without Cause or your voluntary termination for Good Reason. For purposes of this definition, “Cause” means (i) willful or gross misconduct that is materially detrimental to the Company, (ii) acts of personal dishonesty or fraud toward the Company or (iii) conviction of a felony, except for a conviction related to vicarious liability based solely on your position with the Company, provided that you had no involvement in actions leading to such liability or had acted upon the advice of the Company’s counsel; and “Good Reason” means your (i) demotion or diminution of duties, responsibilities and status, (ii) a material reduction in base salary and annual incentive opportunities, or (iii) assignment to a position requiring relocation of more than 50 miles from the Company’s corporate headquarters.

7. Dividend Equivalents. Your DSU Award account will earn credits equal to any dividends declared by the Board of Directors on the Company’s common stock (“Dividend Equivalents”). These Dividend Equivalents will be equal to the dividends payable on the same number of shares of stock as the number of deferred stock units granted under this DSU Award.

The Dividend Equivalents credited to your account will become vested on the date all or any portion of your DSU Award vests. An amount equal to these Dividend Equivalents will be paid to you in cash at that time. If your DSU Award (or any portion of the Award) does not vest, all Dividend Equivalent credits will also be forfeited.

8. Deemed Acceptance of Award. This document is a summary of your 20     Deferred Stock Unit Award under the Coca-Cola Enterprises Inc. 2004 Stock Award Plan, the terms of which are incorporated by reference into this document. There is no need to acknowledge your acceptance of this Award, as you will be deemed to have accepted the Award, as well as the terms and conditions of the Plan and this document unless you notify the Company otherwise in writing.

9. Acknowledgment of Nature of Plan and Deferred Stock Units. In accepting the Award, you acknowledge that:

a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

2

b. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

c. neither the Award of Deferred Stock Units nor any provision of this Award Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment, and in the event that you are not an employee of the Company, this Award shall not be interpreted to form an employment contract or relationship with the Company;

10. Tax Obligations. Regardless of any action the Company or your employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the deferred stock units, including their grant, vesting, or into shares; the receipt of any cash payments; or the subsequent sale of any shares acquired at vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the Deferred Stock Units to reduce or eliminate your liability for Tax-Related Items.

Prior to the issuance of shares upon vesting of the Deferred Stock Units or the receipt of any cash payments, you shall pay, or make adequate arrangements satisfactory to the Company or to your employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or your employer. In this regard, you authorize the Company or your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation payable to you by the Company or your employer or from cash payment received upon vesting of the Deferred Stock Units. Alternatively, or in addition, if permissible under local law, the Company or your employer may, in their sole discretion, (1) sell or arrange for the sale of shares to be issued on the vesting of the Deferred Stock Units to satisfy the withholding or payment on account obligation, and/or (2) withhold in shares, provided that the Company and your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount.

11. Reservation of Right to Modify Award to Comply with Section 409A. This Deferred Stock Unit Award is not intended to be subject to section 409A of the U.S. Internal Revenue Code. If the Deferred Stock Unit Award is treated as subject to section 409A, the Company reserves the authority to amend this award as necessary to comply with section 409A or to ensure that section 409A does not apply to this award.

12. Plan Administration. The Plan is administered by a Committee of the Company’s Board of Directors, whose function is to ensure the Plan is managed according to its respective terms and conditions. To the extent any provision of this award is inconsistent or in conflict with any provision of the Plan, the Plan shall govern. A request for a copy of the Plan and any questions pertaining to the Plan should be directed to:

STOCK PLAN ADMINISTRATOR

COCA-COLA ENTERPRISES INC.

P.O. BOX 723040

ATLANTA, GA, USA 31139-0040

(770) 989-3000

3

EX-10.27

EXHIBIT 10.27

Coca-Cola Enterprises Inc.

20     Deferred Stock Unit Award

Deferred Stock Unit Award Recipient:

Performance Condition to Vesting (“Performance Condition”):

Service Condition to Vesting (“Service Condition”):

We are pleased to advise you of your 2006 Deferred Stock Unit Award from Coca-Cola Enterprises Inc. (also referred to as the “Company”), under the 2004 Stock Award Plan (the “Plan”). The terms and conditions applicable to this Deferred Stock Unit Award (“DSU Award”) are described below.

1. 2006 Deferred Stock Unit Award. A 20     DSU Award account has been established on your behalf under the Plan, and it has been credited with              deferred stock units.

Upon the satisfaction of the applicable vesting conditions, the Company will immediately distribute a share of Coca-Cola Enterprises Inc. common stock to you for each deferred stock unit credited to your account under the 2006 DSU Award.

2. Nature of Deferred Stock Unit Award. Your DSU Award represents an unfunded and unsecured promise by the Company to pay amounts in the future in accordance with the terms of this award. The DSU Award does not entitle you to vote any shares of the Company’s common stock or receive actual dividends. Your DSU Award may not be transferred, assigned, hypothecated, pledged, or otherwise encumbered or subjected to any lien, obligation, or liability of you or any other party.

3. Vesting in Deferred Stock Units. Your DSU Award (or in certain circumstances, a portion of your DSU Award) will vest as of the date both the Performance Condition and the Service Condition are satisfied.

Although the Performance Condition must still be met within the period specified above, the Continued Service Condition will be waived under the following circumstances:

i. For 100% of your DSU Award, in the event of your death or your termination on account of Disability.

ii. For a pro rata portion of your DSU Award, upon your Severance Termination or Rule of 75 Retirement. The pro rata portion will be determined as follows: (a) the number of months between the date of this Award and your termination date will be divided by the number of months of employment required under the Service Condition, and (b) the resulting percentage will be applied to your Award to determine the portion for which the Service Condition is waived.

4. Effect of Termination of Employment. If your employment with the Company or an Affiliated Company terminates before this Award is vested, the following terms apply:

i. If, before this Award vests, your employment with the Company or an Affiliated Company terminates on account of any reason other than your death, Disability, Severance Termination or Rule of 75 Retirement, your DSU Award will be forfeited on your termination date.

ii. If, before the Service Condition is met, your employment terminates on account of your death, Disability, Severance Termination, or Rule of 75 Retirement, the portion of your DSU Award for which the Service Condition was waived will vest immediately if the Performance Condition has been met at the time of your termination or on such later date that the Performance Condition is met.

iii. If, after the Service Condition is met, your employment terminates on account of your death, disability, Severance Termination, or Rule of 75 Retirement, 100% of your DSU Award will vest on the date the Performance Condition is met.

5. Effect of a Change in Control of the Company. In the event of your Severance Termination within two years of a Change in Control of the Company (as defined in the 2004 Stock Award Plan), your DSU Award shall become vested on your termination date.

6. Definitions. For purposes of this Award, the following definitions apply:

a. An “Affiliated Company” includes any The Coca-Cola Company or any company of which the Company or The Coca-Cola Company owns at least 20% of the voting stock or capital if (i) such company is a party to an agreement that provides for continuation of certain employee benefits upon immediate employment with such company and (ii) the Company agrees to this subsequent employment.

b. “Disability” means an inability, by reason of a medically determinable physical or mental impairment, to engage in any substantially gainful activity, which condition, in the opinion of a physician approved of by the Company, is expected to have a duration of not less than one year.

c. “Rule of 75 Retirement” means your voluntary termination at or after you are age 55 and your age and service, when added together, equal 75.

d. “Severance Termination” means your involuntary termination without Cause or your voluntary termination for Good Reason. For purposes of this definition, “Cause” means (i) willful or gross misconduct that is materially detrimental to the Company, (ii) acts of personal dishonesty or fraud toward the Company or (iii) conviction of a felony, except for a conviction related to vicarious liability based solely on your position with the Company, provided that you had no involvement in actions leading to such liability or had acted upon the advice of the Company’s counsel; and “Good Reason” means your (i) demotion or diminution of duties, responsibilities and status, (ii) a material reduction in base salary and annual incentive opportunities, or (iii) assignment to a position requiring relocation of more than 50 miles from the Company’s corporate headquarters.

7. Dividend Equivalents. Your DSU Award account will earn credits equal to any dividends declared by the Board of Directors on the Company’s common stock (“Dividend Equivalents”). These Dividend Equivalents will be equal to the dividends payable on the same number of shares of stock as the number of deferred stock units granted under this DSU Award.

The Dividend Equivalents credited to your account will become vested on the date all or any portion of your DSU Award vests. An amount equal to these Dividend Equivalents will be paid to you in cash at that time. If your DSU Award (or any portion of the Award) does not vest, all Dividend Equivalent credits will also be forfeited.

8. Deemed Acceptance of Award. This document is a summary of your 20     Deferred Stock Unit Award under the Coca-Cola Enterprises Inc. 2004 Stock Award Plan, the terms of which are incorporated by reference into this document. There is no need to acknowledge your acceptance of this Award, as you will be deemed to have accepted the Award, as well as the terms and conditions of the Plan and this document unless you notify the Company otherwise in writing.

2

9. Acknowledgment of Nature of Plan and Deferred Stock Units. In accepting the Award, you acknowledge that:

a. the Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, as provided in the Plan;

b. all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

c. neither the Award of deferred stock units nor any provision of this Award Agreement, the Plan or the policies adopted pursuant to the Plan confer upon you any right with respect to employment or continuation of current employment, and in the event that you are not an employee of the Company, this Award shall not be interpreted to form an employment contract or relationship with the Company;

10. Tax Obligations. Regardless of any action the Company or your employer takes with respect to any or all income tax (including federal, state and local taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and that the Company and/or your employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the deferred stock units, including their grant, vesting, or into shares; the receipt of any cash payments; or the subsequent sale of any shares acquired at vesting and the receipt of any dividends; and (2) do not commit to structure the terms of the award or any aspect of the deferred stock units to reduce or eliminate your liability for Tax-Related Items.

Prior to the issuance of shares upon vesting of the deferred stock units or the receipt of any cash payments, you shall pay, or make adequate arrangements satisfactory to the Company or to your employer (in their sole discretion) to satisfy all withholding and payment on account obligations of the Company and/or your employer. In this regard, you authorize the Company or your employer to withhold all applicable Tax-Related Items legally payable by you from your wages or other cash compensation payable to you by the Company or your employer or from cash payment received upon vesting of the deferred stock units. Alternatively, or in addition, if permissible under local law, the Company or your employer may, in their sole discretion, (1) sell or arrange for the sale of shares to be issued on the vesting of the deferred stock units to satisfy the withholding or payment on account obligation, and/or (2) withhold in shares, provided that the Company and your employer shall withhold only the amount of shares necessary to satisfy the minimum withholding amount.

11. Data Privacy. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Award Agreement by and among, as applicable, your employer, the Company, and Affiliated Companies for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and your employer may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all deferred stock units or any other entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local human resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker, escrow agent or other third party with whom the shares received upon vesting of the deferred stock units

3

may be deposited. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consent herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative.

12. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to deferred stock units awarded under the Plan or future deferred stock units that may be awarded under the Plan by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

13. Reservation of Right to Modify Award to Comply with Section 409A. This Deferred Stock Unit Award is not intended to be subject to section 409A of the U.S. Internal Revenue Code. If the Deferred Stock Unit Award is treated as subject to section 409A, the Company reserves the authority to amend this award as necessary to comply with section 409A or to ensure that section 409A does not apply to this award.

14. Plan Administration. The Plan is administered by a Committee of the Company’s Board of Directors, whose function is to ensure the Plan is managed according to its respective terms and conditions. To the extent any provision of this award is inconsistent or in conflict with any provision of the Plan, the Plan shall govern. A request for a copy of the Plan and any questions pertaining to the Plan should be directed to:

STOCK PLAN ADMINISTRATOR

COCA-COLA ENTERPRISES INC.

P.O. BOX 723040

ATLANTA, GA, USA 31139-0040

(770) 989-3000

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EX-12

EXHIBIT 12

COCA-COLA ENTERPRISES INC.

EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

(In millions, except ratios)

	Year-ended December 31,
		2006			2005		2004		2003		2002
Computation of Earnings:
(Loss) income from continuing operations before income taxes	$	(2,118	)	$	790	$	818	$	972	$	705
Add:
Interest Expense		616			622		607		595		655
Amortization of capitalized interest		2			2		3		3		3
Amortization of debt premium/discount and expenses		20			16		14		14		14
Interest portion of rent expense		63			55		57		48		33
Earnings as Adjusted	$	(1,417	)	$	1,485	$	1,499	$	1,632	$	1,410
Computation of Fixed Charges:
Interest expense	$	616		$	622	$	607	$	595	$	655
Capitalized interest		3			4		3		1		1
Amortization of debt premium/discount and expenses		20			16		14		14		14
Interest portion of rent expense		63			55		57		48		33
Fixed charges		702			697		681		658		703
Preferred stock dividends		—			—		—		2		4
Combined Fixed Charges and Preferred Stock Dividends	$	702		$	697	$	681	$	660	$	707
Ratio of Earnings to Fixed Charges (A)		n/a	(B)		2.13		2.20		2.48		2.00

^(A) Ratios were calculated prior to rounding to millions.

^(B) Fixed charges exceeded our adjusted earnings by $2.1 billion for the year ended December 31, 2006.

EX-21

EXHIBIT 21

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
COCA-COLA ENTERPRISES INC.	DELAWARE	N/A
TRADE NAMES:
Alabama Coca-Cola Bottling Company Alexandria Coca-Cola Bottling Company Anderson Paramount Food and Vending Services Atlanta Ice Makers Austin Coca-Cola Bottling Company Beaumont Coca-Cola Bottling Company Big Bend Coca-Cola Bottling Company Bluegrass Coca-Cola Bottling Company Brevard Coca-Cola Bottling Company Brooksville Coca-Cola Bottling Company Burlington Coca-Cola Bottling Company Cameron Coca-Cola Bottling Company, Inc. Canners of Eastern Arkansas CCE Bottling Group CCE-South Central States Coca-Cola Bottling Company Centralia Coca-Cola Bottling Company Champaign Coca-Cola Bottling Company Cincinnati Coca-Cola Bottling Company Circleville Coca-Cola Bottling Company Coca-Cola Bottling Company of Alamogordo Coca-Cola Bottling Company of Albany Coca-Cola Bottling Company of Arkansas Coca-Cola Bottling Company of Bloomington Coca-Cola Bottling Company of Clarksdale Coca-Cola Bottling Company of Clovis Coca-Cola Bottling Company of Cody Coca-Cola Bottling Company of Colorado/Northern Wyoming Coca-Cola Bottling Company of Columbus Coca-Cola Bottling Company of Cookeville Coca-Cola Bottling Company of Dayton Coca-Cola Bottling Company of Eastern Great Lakes Coca-Cola Bottling Company of Flippin Coca-Cola Bottling Company of Gillette Coca-Cola Bottling Company of Glen Falls Coca-Cola Bottling Company of Goodland Coca-Cola Bottling Company of Greeley Coca-Cola Bottling Company of Greenfield Coca-Cola Bottling Company of Greenville Coca-Cola Bottling Company of Hobbs Coca-Cola Bottling Company of Las Vegas Coca-Cola Bottling Company of Leesville Coca-Cola Bottling Company of Lexington Coca-Cola Bottling Company of Little Rock Coca-Cola Bottling Company of Louisville Coca-Cola Bottling Company of Marianna Coca-Cola Bottling Company of Miami Coca-Cola Bottling Company of Michigan Coca-Cola Bottling Company of Minot

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
Coca-Cola Bottling Company of Mississippi Coca-Cola Bottling Company of Morrilton Coca-Cola Bottling Company of Mt. Pleasant Coca-Cola Bottling Company of Muskegon Coca-Cola Bottling Company of New England Coca-Cola Bottling Company of North Texas Coca-Cola Bottling Company of Northern Wyoming Coca-Cola Bottling Company of Ohio Coca-Cola Bottling Company of Ohio/Kentucky Coca-Cola Bottling Company of Oneonta Coca-Cola Bottling Company of Ottumwa Coca-Cola Bottling Company of Pikeville Coca-Cola Bottling Company of Pittsfield Coca-Cola Bottling Company of Port Huron Coca-Cola Bottling Company of Providence Coca-Cola Bottling Company of Riverton Coca-Cola Bottling Company of Rochester Coca-Cola Bottling Company of Roswell Coca-Cola Bottling Company of Rutland Coca-Cola Bottling Company of Sardis Coca-Cola Bottling Company of Sardis Coca-Cola Bottling Company of Searcy Coca-Cola Bottling Company of Sheridan Coca-Cola Bottling Company of Shreveport Coca-Cola Bottling Company of Somerset Coca-Cola Bottling Company of South Arkansas Coca-Cola Bottling Company of St. Louis Coca-Cola Bottling Company of Syracuse Coca-Cola Bottling Company of Texarkana Coca-Cola Bottling Company of the Southwest Coca-Cola Bottling Company of Toledo Coca-Cola Bottling Company of Trinidad Coca-Cola Bottling Company of Tyler Coca-Cola Bottling Company of Utica Coca-Cola Bottling Company of Vicksburg Coca-Cola Bottling Company of Watertown Coca-Cola Bottling Company of West Kentucky Coca-Cola Bottling Company of West Plains Coca-Cola Bottling Company of West Point/LaGrange Coca-Cola Enterprises – Atlanta Region Coca-Cola Enterprises Bottling Companies Colorado Coca-Cola Bottling Company Colorado Springs Coca-Cola Bottling Company Dallas Coca-Cola Bottling Company Danville Coca-Cola Bottling Company Dayton Coca-Cola Bottling Company Daytona Coca-Cola Bottling Company Decatur Coca-Cola Bottling Company Denver Coca-Cola Bottling Company Dr Pepper Bottling Company of Detroit Dr Pepper Bottling Company of New Orleans DuQuoin Coca-Cola Bottling Company Elyria Coca-Cola Bottling Company

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
Enterprises Media Enterprises Technology Centre Erie Coca-Cola Bottling Company Evangeline Coca-Cola Bottling Company Evansville Coca-Cola Bottling Company Findlay Coca-Cola Bottling Company Florida Coca-Cola Bottling Company Ft. Myers Coca-Cola Bottling Company Ft. Pierce Coca-Cola Bottling Company Gainesville Coca-Cola Bottling Company Galesburg Coca-Cola Bottling Company Great Lakes Canning Great Plains Bottlers and Canners Greenwood Coca-Cola Bottling Co. Greenwood Coca-Cola Bottling Company Highlands Coca-Cola Bottling Company Hopkinsville Coca-Cola Bottling Company Houston Coca-Cola Bottling Company Hygeia Coca-Cola Bottling Company Jackson Coca-Cola Bottling Company Jacksonville Coca-Cola Bottling Company Jasper Coca-Cola Bottling Company Johnston Coca-Cola Bottling Company Johnston Coca-Cola Bottling Group Johnston Coca-Cola Bottling Group, Inc. Jonesboro Coca-Cola Bottling Company Keystone Coca-Cola Bottling Co. Keystone Coca-Cola Bottling Company Keystone Coca-Cola Bottling Corporation Lamar Coca-Cola Bottling Company Lincoln Coca-Cola Bottling Company Longview Coca-Cola Bottling Company Louisville Coca-Cola Bottling Company Magnolia Coca-Cola Bottling Company Mansfield Coca-Cola Bottling Company McAllen Coca-Cola Bottling Company Mid-America Packaging Company Mid-Atlantic Coca-Cola Bottling Company Mid-States Coca-Cola Bottling Company Midwest Coca-Cola Bottling Company Moak Bottling Co. Nacogdoches Coca-Cola Bottling Company Natchez Coca-Cola Bottling Company Newark Coca-Cola Bottling Company Ocala Coca-Cola Bottling Company Olney Coca-Cola Bottling Company Orlando Coca-Cola Bottling Company Ouachita Coca-Cola Bottling Company Peoria Coca-Cola Bottling Company Perryton Coca-Cola Bottling Company Peru Coca-Cola Bottling Company Portsmouth Coca-Cola Bottling Company Pueblo Coca-Cola Bottling Company

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
Punta Gorda Coca-Cola Bottling Company Rochester Coca-Cola Bottling Rome Coca-Cola Bottling Company San Antonio Coca-Cola Bottling Company Sarasota Coca-Cola Bottling Company Shreveport Coca-Cola Bottling Company Southwest Coca-Cola Bottling Company Southwest Coca-Cola Bottling Company, Inc. Southwest Dr Pepper Bottling Company Springfield Coca-Cola Bottling Company St. Petersburg Coca-Cola Bottling Company Sulphur Springs Coca-Cola Bottling Company Tallahassee Coca-Cola Bottling Company Tampa Coca-Cola Bottling Company Tarpon Springs Coca-Cola Bottling Company Texarkana Coca-Cola Bottling Company The Akron Coca-Cola Bottling Company The Angleton Coca-Cola Bottling Company The Atlanta Coca-Cola Bottling Company The Brenham Coca-Cola Bottling Company The Cleveland Coca-Cola Bottling Company The Coca-Cola Bottling Company of Memphis, TN The Coca-Cola Bottling Company of Brownsville The Coca-Cola Bottling Company of Cedar Rapids The Coca-Cola Bottling Company of Champaign The Coca-Cola Bottling Company of Colorado and Northern Wyoming The Coca-Cola Bottling Company of Duquoin The Coca-Cola Bottling Company of Evansville The Coca-Cola Bottling Company of Jackson The Coca-Cola Bottling Company of Memphis, Tenn. The Coca-Cola Bottling Company of Mid-America The Coca-Cola Bottling Company of Natchez The Coca-Cola Bottling Company of New Iberia The Coca-Cola Bottling Company of New York The Coca-Cola Bottling Company of Northern Ohio The Coca-Cola Bottling Company of Paducah/Hopkinsville The Coca-Cola Bottling Company of Paris The Coca-Cola Bottling Company of Peoria The Coca-Cola Bottling Company of Peru The Coca-Cola Bottling Company of San Angelo The Coca-Cola Bottling Company of Sherman The Coca-Cola Bottling Company of Springfield The Coca-Cola Bottling Company of St. Louis The Coca-Cola Bottling Group (Southwest) The Conroe Coca-Cola Bottling Company The El Campo Coca-Cola Bottling Company The Lakeshore Coca-Cola Bottling Company The Louisiana Coca-Cola Bottling Company The Mid-Atlantic Coca-Cola Bottling Company Tri-State Coca-Cola Bottling Company Twinsburg Production Tyler Coca-Cola Bottling Company University Vending, Inc.

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
Valdosta Coca-Cola Bottling Company Victoria Coca-Cola Bottling Company Waco Coca-Cola Bottling Company Youngstown Coca-Cola Bottling Company
BCI COCA-COLA BOTTLING COMPANY OF LOS ANGELES	DELAWARE	CCE
TRADE NAMES:
BCI Coca-Cola Bottling Company of Bellingham Coca-Cola Bottling Company of Albuquerque Coca-Cola Bottling Company of Arizona Coca-Cola Bottling Company of California Coca-Cola Bottling Company of Cathedral City Coca-Cola Bottling Company of Cochise County Coca-Cola Bottling Company of Cody Coca-Cola Bottling Company of Colorado/Northern Wyoming Coca-Cola Bottling Company of Eureka, California Coca-Cola Bottling Company of Gillette Coca-Cola Bottling Company of Hawaii Coca-Cola Bottling Company of Imperial Valley Coca-Cola Bottling Company of Klamath Falls Coca-Cola Bottling Company of Las Vegas Coca-Cola Bottling Company of Los Angeles Coca-Cola Bottling Company of Montana Coca-Cola Bottling Company of Northern California Coca-Cola Bottling Company of Northern Wyoming Coca-Cola Bottling Company of Oregon Coca-Cola Bottling Company of Port Angeles Coca-Cola Bottling Company of Redding Coca-Cola Bottling Company of Riverton Coca-Cola Bottling Company of San Diego Coca-Cola Bottling Company of Sheridan Coca-Cola Bottling Company of Southern California Coca-Cola Bottling Company of Spokane Coca-Cola Bottling Company of the Northwest Coca-Cola Bottling Company of Washington Coca-Cola Bottling Company West Coca-Cola Bottling of Company Gallup Coca-Cola Enterprises Bottling Companies Diamond Head Beverages Enterprises Media Las Cruces Coca-Cola Bottling Company Medford Coca-Cola Bottling Company Pacific Coca-Cola Bottling Company of Marysville Phoenix Coca-Cola Bottling Company Prescott Coca-Cola Bottling Company The Coca-Cola Bottling Company of Bakersfield The Coca-Cola Bottling Company of Bellingham The Coca-Cola Bottling Company of Bishop The Coca-Cola Bottling Company of Carson The Coca-Cola Bottling Company of Downey

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
The Coca-Cola Bottling Company of El Centro The Coca-Cola Bottling Company of Lancaster The Coca-Cola Bottling Company of Orange The Coca-Cola Bottling Company of Rancho Cucamonga The Coca-Cola Bottling Company of Santa Maria The Coca-Cola Bottling Company of Sylmar The Coca-Cola Bottling Company of Tucson The Coca-Cola Bottling Company of Ventura The Coca-Cola Bottling Company of Victorville The Coca-Cola, Dr Pepper Bottling Company of Albuquerque Yuma Coca-Cola Bottling Company
BHI FINANCE LLC (“BHI FINANCE”)	DELAWARE	BHI
BOTTLING HOLDINGS (INTERNATIONAL) INC. (“BHI”)	DELAWARE	CCE
BOTTLING HOLDING COMPANY (“BHC”)	DELAWARE	CCE
BRYAN COCA-COLA BOTTLING COMPANY	TEXAS	CSL
TRADE NAME: COCA-COLA ENTERPRISES BOTTLING COMPANIES
CARIBBOUT (VI) INC.	U.S. VIRGIN ISLANDS	BHC
TRADE NAME: The Coca-Cola Bottling Company of the Virgin Islands (St. Croix) The Coca-Cola Bottling Company of the Virgin Islands (St. Thomas)
CENTRAL ACQUISITION COMPANY LLC (“CENTRAL LLC”)	DELAWARE	CCE
CENTRAL COCA-COLA BOTTLING COMPANY, INC. (“CENTRAL”)	VIRGINIA	CENTRAL LLC
TRADE NAMES: Central Coca-Cola Bottling Company
COCA-COLA BOTTLERS’ SALES & SERVICES COMPANY LLC	DELAWARE	CCE – 77% MEMBERSHIP INTEREST
TRADE NAME: Customer Business Solutions
COCA-COLA ENTERPRISES (INTERNATIONAL) INC.	DELAWARE	CCE
CSL OF TEXAS, INC.	TEXAS	CCE
ENTERPRISES ACQUISITION COMPANY, INC.	DELAWARE	CCE
ENTERPRISES MANAGEMENT INC.	DELAWARE	CCE

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
TRADE NAMES: Coca-Cola Enterprises Management Inc. Enterprises Management Inc. Bottling Enterprises Management Bottling Enterprises Management Inc.
GOAL STANDARD COMPANY	MICHIGAN	CCE
HONDO INCORPORATED	INDIANA	CCE
TRADE NAMES: CCE Bottling Group Coca-Cola Bottling Company of Chicago Coca-Cola Bottling Company of Indiana Coca-Cola Bottling Company of Indianapolis, Inc. Coca-Cola Bottling Company of Marion, Indiana, Inc. Coca-Cola Bottling Company of Wisconsin Coca-Cola Bottling Company, Inc. Coca-Cola Enterprises Bottling Companies Liquid Carbonation Systems Northern Indiana Coca-Cola Bottling Company, Inc. Tri-State Coca-Cola Bottling Company
JOHNSTON PACKAGING COMPANY	TENNESSEE	CCE
THE LAREDO COCA-COLA BOTTLING COMPANY, INC.	TEXAS	CCE
TRADE NAMES: Coca-Cola Enterprises Bottling Companies Enterprises Media McAllen Coca-Cola Bottling Company Valley Coca-Cola Bottling Company
MID-AMERICA WASTE WATER TREATMENT, INC.	DELAWARE	CCE
NEW JERSEY BOTTLING URBAN RENEWAL CORPORATION	NEW JERSEY	CCE
RODDY COCA-COLA BOTTLING COMPANY, INC.	TENNESSEE	CCE
TRADE NAMES: Coca-Cola Bottling Company of Johnson City Coca-Cola Enterprises - Atlanta Region Coca-Cola Enterprises Bottling Companies Dr Pepper Company of Knoxville Knoxville Coca-Cola Bottling Company
TEXAS–COLA LEASING COMPANY LP, LLLP	DELAWARE	TEXAS TWO

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
TRADE NAMES: Coca-Cola Enterprises Bottling Companies
TEXAS (ONE) EQUIPHOLD LLC (“TEXAS ONE”)	DELAWARE	CCE
TEXAS (TWO) EQUIPHOLD LLC (TEXAS TWO”)	DELAWARE	CCE
VENDING HOLDING COMPANY	GEORGIA	CCE
THE WAVE INSURANCE COMPANY, LTD.	BERMUDA	CCE
WESTERN CONTAINER CORPORATION	TEXAS	CCE – 84.3%
CANADIAN AND EUROPEAN COMPANIES
SOURCES CHAUDFONTAINE (“SC”)	BELGIUM	CCEB
COCA-COLA ENTERPRISES BELGIUM (“CCEB”)	BELGIUM	BHN
COCA-COLA ENTERPRISES SERVICES (“CCES”)	BELGIUM	SL
3072009 NOVA SCOTIA LIMITED	NOVA SCOTIA	CCBC
BOTTLING HOLDINGS (CANADA) ULC	NOVA SCOTIA	KOC
COCA-COLA BOTTLING COMPANY (“CCBC”)	NOVA SCOTIA	KOC
TRADE NAMES: Atlantic Coca-Cola Bottling Atlantic Coca-Cola Bottling (Embouteillage Coca-Cola) Breuvages Coca-Cola Breuvages Coca-Cola Du Quebec Coca-Cola Beverages Coca-Cola Beverages of Quebec Coca-Cola Bottling Coca-Cola Bottling Company (Canada) Coca-Cola Enterprises Bottling Companies Compagnie D’Embouteillage Coca-Cola Embouteillage Coca-Cola
COCA-COLA ENTERPRISES (CANADA) BOTTLING FINANCE COMPANY	NOVA SCOTIA	CCE INVESTMENTS
ENTERPRISES KOC ACQUISITION COMPANY (“KOC”)	NOVA SCOTIA	CCEB
BOTTLING HOLDING FRANCE (“BHF”)	FRANCE	BHN
COCA-COLA ENTREPRISE SAS (“ENTREPRISE”)	FRANCE	BHF
COCA-COLA PRODUCTION	FRANCE	BHN
COCA-COLA IMMOBILIER (“IMMOBILIER”)	FRANCE	ENTERPRISE

COCA-COLA ENTERPRISES INC.

LIST OF SUBSIDIARIES

AS OF DECEMBER 31, 2006

NAME	JURISDICTION	OWNER OF SHARES
AMALGAMATED BEVERAGES GREAT BRITAIN LTD. (“ABGB”)	GREAT BRITAIN	CCE GB
BOTTLING GREAT BRITAIN LTD. (“BGB”)	GREAT BRITAIN	SL
COCA-COLA ENTERPRISES EUROPE LTD.	GREAT BRITAIN	CCE GB
COCA-COLA ENTERPRISES GREAT BRITAIN LTD (“CCE GB”)	GREAT BRITAIN	CCE UK
COCA-COLA ENTERPRISES UK LTD. (“CCE UK”)	GREAT BRITAIN	BGB
COCA-COLA ENTERPRISES LTD. (“CCEL”)	GREAT BRITAIN	ABGB
COCA-COLA ENTERPRISES PENSION SCHEME TRUSTEE LTD.	GREAT BRITAIN	CCEL
BOTTLING HOLDINGS (LUXEMBOURG) SARL (“BHL”)	LUXEMBOURG	CCE COMMANDITE
BOTTLING HOLDINGS (LUXEMBOURG) COMMANDITE SCA	LUXEMBOURG	CCE COMMANDITE
BOTTLING HOLDINGS INVESTMENT (LUXEMBOURG)	LUXEMBOURG	BHI
CCE HOLDINGS (LUXEMBOURG)	LUXEMBOURG	BHI
CCE HOLDINGS (LUXEMBOURG) COMMANDITE SCS (“CCE COMMANDITE”)	LUXEMBOURG	BHL
CCE INVESTMENTS COMMANDITE SCA (“ CCE INVESTMENTS”)	LUXEMBOURG	SL
SOUTIRAGES LUXEMBOURGEOIS (“SL”)	LUXEMBOURG	BHL
CLASSIC BRAND EUROPE LTD.	IRELAND	SL
BOTTLING HOLDINGS (NETHERLANDS) B.V. (“BHN”)	NETHERLANDS	BHL
BOTTLING INVESTMENTS (NETHERLANDS) B.V.	NETHERLANDS	BHI
COCA-COLA ENTERPRISES NEDERLAND B.V.	NETHERLANDS	BHN

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statements of Coca-Cola Enterprises Inc. listed below of our reports dated February 13, 2007, with respect to the consolidated financial statements and schedule of Coca-Cola Enterprises Inc., Coca-Cola Enterprises Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Coca-Cola Enterprises Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2006.

• Registration Statement No. 33-18495 on Form S-8, as amended, dated November 13, 1987

• Registration Statement No. 33-44448 on Form S-8, dated December 18, 1991

• Registration Statement No. 33-48482 on Form S-8, dated June 17, 1992

• Registration Statement No. 33-53219 on Form S-8, dated April 22, 1994

• Registration Statement No. 33-53221 on Form S-8, dated April 22, 1994

• Registration Statement No. 33-53223 on Form S-8, dated April 22, 1994

• Registration Statement No. 33-53225 on Form S-8, dated April 22, 1994

• Registration Statement No. 33-53227 on Form S-8, dated April 22, 1994

• Registration Statement No. 33-53229 on Form S-8, dated April 22, 1994

• Registration Statement No. 33-54951 on Form S-8, dated August 5, 1994

• Registration Statement No. 33-54953 on Form S-8, dated August 5, 1994

• Registration Statement No. 33-58697 on Form S-8, as amended, dated April 19, 1995

• Registration Statement No. 33-58695 on Form S-8, as amended, dated May 18, 1995

• Registration Statement No. 33-58699 on Form S-8, as amended, dated May 18, 1995

• Registration Statement No. 33-65257 on Form S-8, dated December 21, 1995

• Registration Statement No. 33-65261 on Form S-8, dated December 21, 1995

• Registration Statement No. 33-65413 on Form S-8, dated December 27, 1995

• Registration Statement No. 333-26173 on Form S-8, dated April 30, 1997

• Registration Statement No. 333-26181 on Form S-8, dated April 30, 1997

• Registration Statement No. 333-47353 on Form S-8, dated March 5, 1998

• Registration Statement No. 333-51573 on Form S-8, dated May 1, 1998

• Registration Statement No. 333-51575 on Form S-8, dated May 1, 1998

• Registration Statement No. 333-61891 on Form S-3, dated August 18, 1998

• Registration Statement No. 333-51559 on Form S-8, as amended, dated September 15, 1998

• Registration Statement No. 333-63413 on Form S-8, dated September 15, 1998

• Registration Statement No. 333-72713 on Form S-3, dated February 19, 1999

• Registration Statement No. 333-77801 on Form S-8, dated May 5, 1999

• Registration Statement No. 333-77805 on Form S-8, dated May 5, 1999

• Registration Statement No. 333-77807 on Form S-8, dated May 5, 1999

• Registration Statement No. 333-77809 on Form S-8, dated May 5, 1999

• Registration Statement No. 333-90217 on Form S-8, dated November 3, 1999

• Registration Statement No. 333-90229 on Form S-8, dated November 3, 1999

• Registration Statement No. 333-31516 on Form S-8, dated March 2, 2000

• Registration Statement No. 333-55894 on Form S-8, dated February 20, 2001

• Registration Statement No. 333-55896 on Form S-8, dated February 20, 2001

• Registration Statement No. 333-55960, as amended, on Form S-8 dated March 5, 2001

• Registration Statement No. 333-66696 on Form S-3 dated August 3, 2001

• Registration Statement No. 333-97845 on Form S-8, dated August 8, 2002

• Registration Statement No. 333-97803 on Form S-8, dated August 8, 2002

• Registration Statement No. 333-100543 on Form S-3, as amended, dated August 6, 2003

• Registration Statement No. 333-90219 on Form S-8, as amended, dated August 20, 2004

• Registration Statement No. 333-90221 on Form S-8, as amended, dated August 20, 2004

• Registration Statement No. 333-90223 on Form S-8, as amended, dated August 20, 2004

• Registration Statement No. 333-90225 on Form S-8, as amended, dated August 20, 2004

• Registration Statement No. 333-90245 on Form S-8, as amended, dated August 20, 2004

• Registration Statement No. 333-118401 on Form S-8, dated August 20, 2004

• Registration Statement No. 333-118402 on Form S-8, dated August 20, 2004

• Registration Statement No. 333-118403 on Form S-8, dated August 20, 2004

• Registration Statement No. 333-118404 on Form S-8, dated August 20, 2004

• Registration Statement No. 333-118405 on Form S-8, dated August 20, 2004

• Registration Statement No. 333-124631 on Form S-8, dated May 4, 2005

• Registration Statement No. 333-134255 on Form S-8, dated May 18, 2006

/s/ Ernst & Young LLP

Atlanta, Georgia

February 15, 2007

EX-24

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Fernando Aguirre, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Fernando Aguirre

Fernando Aguirre

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, John F. Brock, President and Chief Executive Officer of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ John F. Brock

John F. Brock

President and Chief Executive Officer

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, James E. Copeland, Jr., a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 8^th day of February, 2007.

/S/ James E. Copeland, Jr.

James E. Copeland, Jr.

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Calvin Darden, Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Calvin Darden

Calvin Darden

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, J. Trevor Eyton, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ J. Trevor Eyton

J. Trevor Eyton

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Gary P. Fayard, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Gary P. Fayard

Gary P. Fayard

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Irial Finan, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Irial Finan

Irial Finan

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Marvin J. Herb, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Marvin J. Herb

Marvin J. Herb

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, L. Phillip Humann, Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ L. Phillip Humann

L. Phillip Humann

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Donna A. James, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 12^th day of February, 2007.

/S/ Donna A. James

Donna A. James

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Summerfield K. Johnston, III, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Summerfield K. Johnston, III

Summerfield K. Johnston, III

Director,

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Lowry F. Kline, Chairman of the Board of Directors of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Lowry F. Kline

Lowry F. Kline

Chairman of the Board of Directors

Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that I, Paula R. Reynolds, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint William W. Douglas III, Senior Vice President and Chief Financial Officer of the Company, John J. Culhane, Executive Vice President and General Counsel of the Company, and E. Liston Bishop III, Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, I have hereunto set my hand this 9^th day of February, 2007.

/S/ Paula R. Reynolds

Paula R. Reynolds

Director,

Coca-Cola Enterprises Inc.

EX-31.1

EXHIBIT 31.1

302 CERTIFICATION

OF CHIEF EXECUTIVE OFFICER

I, John F. Brock, Chief Executive Officer of Coca-Cola Enterprises Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Coca-Cola Enterprises Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2007

/s/ John F. Brock

John F. Brock

Chief Executive Officer

Coca-Cola Enterprises Inc.

EX-31.2

EXHIBIT 31.2

302 CERTIFICATION

OF CHIEF FINANCIAL OFFICER

I, William W. Douglas III, Chief Financial Officer of Coca-Cola Enterprises Inc., certify that:

1. I have reviewed this annual report on Form 10-K of Coca-Cola Enterprises Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15f and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 16, 2007

/s/ William W. Douglas III

William W. Douglas III

Chief Financial Officer

Coca-Cola Enterprises Inc.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Coca-Cola Enterprises Inc. (the “Company”) on Form 10-K for the period ending December 31, 2006 (the “Report”), I, John F. Brock, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John F. Brock

John F. Brock

Chief Executive Officer

February 16, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Coca-Cola Enterprises Inc. and will be retained by Coca-Cola Enterprises Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Coca-Cola Enterprises Inc. (the “Company”) on Form 10-K for the period ending December 31, 2006 (the “Report”), I, William W. Douglas III, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William W. Douglas III

William W. Douglas III

Chief Financial Officer

February 16, 2007

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Coca-Cola Enterprises Inc. and will be retained by Coca-Cola Enterprises Inc. and furnished to the Securities and Exchange Commission or its staff upon request.