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FORM 10-K================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 19982000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 001-02217
THE1-2217
[THE COCA-COLA COMPANY LOGO PASTEUP]
(Exact name of Registrant as specified in its charter)
DELAWARE 58-0628465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
ONE COCA-COLA PLAZA 30313
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (404) 676-2121
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- -----------------------------------------------
COMMON STOCK, $.25 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)12(G) OF THE ACT: NONE
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d)15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] 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. [ ]
THE AGGREGATE MARKET VALUE OF THE COMMON EQUITY HELD BY NON-
AFFILIATESNON-AFFILIATES OF THE
REGISTRANT (ASSUMING FOR THESE PURPOSES, BUT WITHOUT CONCEDING, THAT ALL
EXECUTIVE OFFICERS AND DIRECTORS ARE "AFFILIATES" OF THE REGISTRANT) AS OF
FEBRUARY 22, 1999,20, 2001 (BASED ON THE CLOSING SALE PRICE OF THE REGISTRANT'S COMMON
STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE ON SUCH DATE)FEBRUARY 20, 2001) WAS
$138,062,055,742.$126,595,639,441.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF
MARCH 15, 1999,FEBRUARY 20, 2001, WAS 2,467,005,172.2,487,036,532.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHARE OWNERS FOR THE YEAR ENDED
DECEMBER 31, 1998,2000, ARE INCORPORATED BY REFERENCE IN PARTS I, II andAND IV.
PORTIONS OF THE COMPANY'S PROXY STATEMENT FOR THE ANNUAL MEETING OF SHARE
OWNERS TO BE HELD ON APRIL 21, 1999,18, 2001, ARE INCORPORATED BY REFERENCE IN PART III.
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PART I
ITEM 1. BUSINESS
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The Coca-Cola Company (together with its subsidiaries, the "Company" or
"our Company") was incorporated in September 1919 under the laws of the State of
Delaware and succeeded to the business of a Georgia corporation with the same
name that had been organized in 1892. TheOur Company is the largest manufacturer,
distributor and marketer of soft drink concentrates and syrups in the world.
Finished soft drinkbeverage products bearing the Company's trademarks, sold in the United
States since 1886, are now sold in nearly 200 countries and include the leading
soft drink products in most of these countries. The Company also is the world's largest distributormarkets and
marketer ofdistributes juice and juice-drink products.
TheOur Company is one of numerous competitors in the commercial beverages
market. Of the approximately 48 billion beverage servings of all types consumed
worldwide every day, beverages bearing the Company's trademarks ("Company
Trademark Beverages") account for more than one billion.
The business of theour Company is nonalcoholic beverages -- principally soft
drinks but also a variety of noncarbonated beverages. As used in this report,
the term "soft drinks" refers to nonalcoholic carbonated beverages containing
flavorings and sweeteners, excluding flavored waters and carbonated or
noncarbonated teas, coffees and sports drinks.
TheOur Company believes that its success ultimately depends on its ability to
build and nurture relationships with others: consumers, customers, bottlers,
partners, governmental authorities and other constituencies touched by our
business. To this end, the Company has adopted an overriding business strategy
of "Think local, act local," applicable to virtually all aspects of its
business. This strategy is designed to put the responsibility and accountability
for ensuring local relevance and maximizing business performance in the hands of
those closest to the market, locale by locale.
For the year ended December 31, 2000, the Company's operating structure
includesincluded the following operating segments: the North America Group (including
The Minute Maid Company); the Africa and Middle East Group; the Greater Europe and
Eurasia Group; the Latin America Group; the Middle & Far EastAsia Pacific Group; and Corporate.
The North America Group includes the United States and Canada. Effective January
1, 2000, two of the Company's operating segments were geographically
reconfigured and renamed. The Middle East & North Africa Division was added to
the Africa Group, which changed its name to the Africa and Middle East Group. At
the same time the Middle & Far East Group, less the relocated Middle East &
North Africa Division, changed its name to the Asia Pacific Group. In the fourth
quarter of 2000, the Greater Europe Group was renamed the Europe and Eurasia
Group.
On March 4, 2001, our Company announced a new operational management
structure. Four strategic business units are being created: Americas, Asia,
Europe/Africa, and Coca-Cola Ventures. The heads of of these four strategic
business units will be as follows: Jeffrey T. Dunn (Americas), A.R.C. "Sandy"
Allan (Asia), Charles S. Frenette (Europe/Africa) and Steven J. Heyer (Coca-Cola
Ventures). See "Item X. -- Executive Officers of the Company." These executives
will report to Douglas N. Daft, Chairman of the Board of Directors and Chief
Executive Officer of the Company. All other corporate functions will maintain
their current reporting responsibilities.
Except to the extent that differences between these operating segments are
material to an understanding of theour Company's business taken as a whole, the
description of the Company's business in this report is presented on a
consolidated basis.
In the following table, prior period amounts have been restated to conform
to the current period presentation. Of the Company's consolidated net operating
revenues and operating income for each of the past three years, the percentage
represented by each operating segment (excluding Corporate) is as follows:
North Greater Latin Middle &
America Africa Europe America Far East
------- ------ ------- ------- --------
Net Operating
Revenues
1998 37% 3% 26% 12% 22%
1997 35% 3% 29% 11% 22%
1996 33% 3% 32% 11% 21%
Operating Income
1998 27% 4% 27%
North Africa and Europe Latin Asia
America Middle East and Eurasia America Pacific
------- ----------- ----------- ------- -------
Net Operating Revenues
2000 39% 4% 21% 11% 25%
1999 38% 4% 23% 10% 25%
1998 37% 4% 26% 12% 21%
Operating Income
2000 29% 2% 30% 19% 20%
1999 31% 2% 23% 18% 26%
1998 24% 4% 29% 19% 24%
1997 25% 3% 28% 18% 26%
1996 22% 3% 29% 18% 28%
For additional financial information about the Company's operating segments
and geographic areas, see Notes 1, 14 and 1618 to the Consolidated Financial
Statements, set forth on pages 45-46, 56-5751-52, 62-63 and 57-58,65-67, respectively, of the
Company's Annual Report to Share Owners for the year ended December 31, 1998,2000,
incorporated herein by reference.
TheOur Company manufactures and sells soft drink and noncarbonated beverage
concentrates and syrups, including fountain syrups, some finished beverages, and
certain juice and juice-drink products. Syrups are composed of sweetener, water
and flavoring concentrate. The concentrates and syrups for bottled and canned
beverages are sold by the Company to authorized bottling and canning operations.
The bottlers or canners of soft drink products either combine the syrup with
carbonated water or combine the concentrate with sweetener, water and carbonated
water to produce finished soft drinks. The finished soft drinks are packaged in
authorized containers bearing theour Company's trademarks -- cans, refillable and
non-
refillablenon-refillable glass and plastic bottles -- for sale to retailers or, in some
cases, wholesalers. Fountain syrups are manufactured and sold by the Company,
principally in
1
the United States, to authorized fountain wholesalers and some
fountain retailers. (Outside the United States, fountain syrups typically are
manufactured by authorized bottlers from concentrates sold to them by the
Company.) Authorized fountain wholesalers (including certain authorized
bottlers) sell fountain syrups to fountain retailers. The fountain retailers use
dispensing equipment to mix the syrup with carbonated or still water and then
sell finished soft drinks or noncarbonated beverages to consumers in cups and
glasses. Finished beverages manufactured by theour Company are sold by it to
authorized bottlers or distributors, who in turn sell these products to
retailers or, in some cases, wholesalers. Both directly and through a network of
business partners that includes certain Coca-Cola bottlers, juice and
juice-drink products manufactured by the Company are sold by theour Company to
retailers and wholesalers in the United States and more than 75numerous other countries.
The Company's more than 160 beverage products, including bottled and canned beverages
produced by independent and Company-
ownedCompany-owned bottling and canning operations, as
well as concentrates and syrups, include Coca-Cola, Coca-Cola classic, caffeine
free Coca-Cola, caffeine free Coca-Cola classic, diet Coke (sold under the
trademark Coca-Cola light in many countries outside the United States), caffeine
free diet Coke, Cherry Coke, diet Cherry Coke, Fanta brand soft drinks, Sprite,
diet Sprite, Mr. PiBB,Pibb, Mello Yello, TAB, Fresca, Barq's root beer and other
flavors, Surge, Citra, POWERaDE, Fruitopia, Minute Maid flavors, Saryusaisai, Aquarius,
Sokenbicha, Ciel, Bonaqa, Dasani, Lift, Thums Up Hit and other products developed
for specific countries, including Georgia brand ready-to-drink coffees, and
numerous other brands. In many countries (excluding the United States, among
others) our Company's beverage products also include Schweppes, Canada Dry, Dr
Pepper and Crush. The Minute Maid Company, a division with operations primarily
in the United States and Canada, produces, distributes and markets principally
juice and juice-drink products, including Minute Maid brand products;products, Five Alive
brand refreshment beverages;beverages, Bright & Early brand breakfast beverages;beverages, Bacardi
brand tropical fruit mixers (manufactured and marketed under a license from
Bacardi & Company Limited);, and Hi-C brand ready-to-serve fruit drinks.
Additionally, Coca-Cola Nestle Refreshments, the Company's joint venture with
Nestle S.A., markets ready-to-drink teas and coffees in certain countries.
Ultimately, consumer demand determines the optimal menu of Company product
offerings. Consumer demand often varies from one locale to another, and can also
change over time within a single locale. Employing the "Think local, act local"
business strategy, and with special focus on brand Coca-Cola, the Company seeks
to build its existing brands and, at the same time, to broaden its historical
portfolio of brands, products and services in order to create and satisfy
consumer demand locale by locale.
2
In 1998,2000, concentrates and syrups for beverages bearing the trademark
"Coca-Cola" or including the trademark "Coke" accounted for approximately 67%62% of
the Company's total gallon sales{1} of
beverage concentrates and syrups. (Physical units of concentrate
have been converted to their equivalents in gallons of syrup in
all cases in this report where reference is made to "gallons" or
"gallon sales" of beverage concentrates and syrups.)sales {1}.
In 1998,2000, gallon sales in the United States ("U.S. gallon sales")
represented approximately 28%30% of the Company's worldwide gallon sales of beverage concentrates and syrups.sales. In 1998, the2000,
our Company's principal markets outside the United States, based on gallon
sales, were Mexico, Brazil, Japan and Germany, which together accounted for
approximately 26% of the Company's worldwide gallon sales.
Approximately 65%57% of theour Company's U.S. gallon sales for 19982000 was
attributable to sales of beverage concentrates and syrups to approximately 10484
authorized bottler ownership groups in approximately 397396 licensed territories.
Those bottlers prepare and sell finished beverages bearing the Company's
trademarks for the food store and vending machine distribution channels and for
other distribution channels supplying home and immediate consumption.
The remainingApproximately 35% of 19982000 U.S. gallon sales was attributable to fountain syrups
sold to fountain retailers and to approximately 700525 authorized fountain
wholesalers, some of whom are authorized bottlers. These fountain wholesalers in
turn sell the syrups or deliver them on the Company's behalf to restaurants and
other fountain retailers. The remaining approximately 8% of 2000 U.S. gallon
sales was attributable to juice and juice-drink products sold by The Minute
Maid Company. Coca-Cola Enterprises Inc. ("Coca-Cola Enterprises") and, including its bottling subsidiaries
and divisions ("Coca-Cola Enterprises"), accounted for approximately 50%48% of the
Company's U.S. gallon sales in 1998.2000. At March 5, 1999
theDecember 31, 2000, our Company held an
ownership interest of approximately 40% in Coca-Cola Enterprises, which is the
world's largest bottler of Company Trademark Beverages.
- ------------------------------
{1} The Company measures sales volume in two ways: (1) gallon
sales of concentrates and syrups and (2) unit cases of finished
products. "Gallon sales" represents the primary business of the
Company and measures the volume of concentrates and syrups sold
by the Company to its bottling partners or customers. Most of
the Company's revenues are based on this measure of "wholesale"
activity. The Company also measures volume in unit cases. As
used in this report, the term "unit case" means a unit of
measurement equal to 192 U.S. fluid ounces of finished beverage
(24 eight-ounce servings); and "unit case volume" of the Company,
which refers to the number of unit cases sold by bottlers of
Company Trademark Beverages to customers, includes Company
products (excluding products distributed by The Minute Maid
Company) reported as gallon sales, and certain other key products
owned by such bottlers. The Company believes unit case volume
more accurately measures the underlying strength of its business
system because it measures trends at the retail level. The
Company includes fountain syrups sold directly to its customers
in both measures.
2
In addition to conducting its own independent advertising and marketing
activities, theour Company may choose to provide promotional and marketing services and/or
funds and consultation to its bottlers and to fountain and bottle/can retailers.retailers,
usually but not always on a discretionary basis. Also on a discretionary basis,
in most cases, the Company may develop and introduce new products, packages and
equipment to assist its bottlers, fountain syrup wholesalers and fountain
beverage retailers.
The profitability of theour Company's business outside the United States is
subject to many factors, including governmental trade regulations and monetary
policies, economic and political conditions in the countries in which such
business is conducted and the risk of changes in currency exchange rates and
regulations.
BOTTLER'S AGREEMENTS AND DISTRIBUTION AGREEMENTS
Separate contracts ("Bottler's Agreements") between theour Company and each of
its bottlers regarding the manufacture and sale of soft drinks, subject to
specified terms and conditions and minorcertain variations, generally authorize the
bottler to prepare particular designated Company Trademark Beverages, to package
the same in particular authorized containers, and to distribute and sell the
same in (but generally only in) an identified territory. The bottler is
obligated to purchase its entire requirement of concentrates or syrups for the
designated Company Trademark Beverages from the Company or Company-authorized
suppliers. TheOur Company typically agrees to refrain from selling or distributing
or from authorizing third parties to sell or distribute the designated Company
Trademark Beverages throughout the identified territory in the particular
authorized containers; however, the
- ---------------
{1} Our Company measures sales volume in two ways: (1) gallon sales and (2)
unit cases of finished products. "Gallon sales" represents the primary business
of the Company and means the sum of (a) the volume of concentrates (converted to
their equivalents in gallons of syrup) and syrups sold by the Company to its
bottling partners or customers directly or through wholesalers and distributors,
and (b) the gallon sales equivalent of the juice and juice-drink products sold
by The Minute Maid Company. Most of the Company's revenues are based on this
measure of "wholesale" activity. Our Company also measures volume in unit cases.
As used in this report, "unit case" means a unit of measurement equal to 192
U.S. fluid ounces of finished beverage (24 eight-ounce servings); and "unit case
volume" of the Company means the sum of (i) the number of unit cases sold by the
Coca-Cola bottling system and by our Company to customers, including fountain
syrups sold by our Company to customers directly or through wholesalers or
distributors, and (ii) the volume of juice and juice-drink products (expressed
in equivalent unit cases) sold by The Minute Maid Company. Component (i) above
primarily includes unit case equivalents of products reported as gallon sales
and other key products owned by Coca-Cola bottling system bottlers. Our Company
believes unit case volume more accurately measures the underlying strength of
its business system because it measures trends at the retail level.
3
Company typically reserves for itself or its designee the right (i) to
prepare and package such beverages in such containers in the territory for sale
outside the territory and (ii) to prepare, package, distribute and sell such
beverages in the territory in any other manner or form.
The Bottler's Agreements between theour Company and its authorized bottlers in
the United States differ in certain respects from those in the other countries
in which Company Trademark Beverages are sold. As hereinafter discussed, the
principal differences involve the duration of the agreements; the inclusion or
exclusion of canned beverage production rights; the inclusion or exclusion of
authorizations to manufacture and distribute fountain syrups; in some cases, the
degree of flexibility on the part of the Company to determine the pricing of
syrups and concentrates; and the extent, if any, of the Company's obligation to
provide marketing support.
OUTSIDE THE UNITED STATES. The Bottler's Agreements between theour Company and
its authorized bottlers outside the United States generally are of stated
duration, subject in some cases to possible extensions or renewals of the term
of the contract. Generally, these contracts are subject to termination by the
Company following the occurrence of certain designated events, including defined
events of default and certain changes in ownership or control of the bottler.
In certain parts of the world outside the United States, the Company has
not granted cannedcomprehensive beverage production rights to the bottlers. In such
instances, theour Company or its designee typically sells canned (or in some cases
bottled) Company Trademark Beverages to the bottlers for sale and distribution
throughout the designated territory under can distribution agreements, often on a
non-
exclusivenon-exclusive basis. A majority of the Bottler's Agreements in force between the
Company and bottlers outside the United States authorize the bottler to
manufacture and distribute fountain syrups, usually on a non-exclusive basis.
TheOur Company generally has complete flexibility to determine the price and
other terms of sale of concentrates and syrups to bottlers outside the United
States and, although in its discretion it may determine to do so, the Company
typically (but not always) has no obligation under such Bottler's Agreements to
provide marketing support to the bottlers.
WITHIN THE UNITED STATES. In the United States, with certain very limited
exceptions, the Company's Bottler's Agreements for Coca-Cola and other cola-flavored
beverages have no stated expiration date and the contracts for other flavors are
of stated duration, subject to bottler renewal rights. The Bottler's Agreements
in the United States are subject to termination by the Company for
nonperformance or upon the occurrence of certain defined events of default which
may vary from contract to contract. The hereinafter described "1987 Contract" is
terminable by the Company upon the occurrence of certain events including: (1)
the bottler's insolvency, dissolution, receivership or the like; (2) any
disposition by the bottler or any of its subsidiaries of any voting securities
of any bottler subsidiary without the consent of the Company; (3) any material
breach of any obligation of the bottler under the 1987 Contract; or (4) except
in the case of certain bottlers, if a person or affiliated group acquires or
obtains any right to 3
acquire beneficial ownership of more than 10% of any class
or series of voting securities of the bottler without authorization by the
Company.
Under the terms of the Bottler's Agreements, bottlers in the United States
are authorized to manufacture and distribute Company Trademark Beverages in
bottles and cans, but generally are not authorized to manufacture fountain
syrups. Rather, theour Company manufactures and sells fountain syrups to
approximately 700525 authorized fountain wholesalers (including certain authorized
bottlers) and some fountain retailers. The wholesalers in turn sell the syrups
or deliver them on the Company's behalf to restaurants and other retailers. The
wholesaler typically acts as such pursuant to a non-exclusive letter of appointment
which neither restricts the pricing of fountain syrups by theour Company nor the
territory in which the wholesaler may resell in the United States.
In the United States, the form of Bottler's Agreement for cola-flavored
soft drinks that covers the largest amount of U.S. volume (the "1987 Contract")
gives the Company complete flexibility to determine the price and other terms of
sale of soft drink concentrates and syrups for cola-flavored Company Trademark
Beverages ("Coca-Cola Trademark Beverages") and other Company Trademark
Beverages. Bottlers operating under the 1987 Contract accounted for
approximately 78%82% of theour Company's total United States gallon sales for bottled
and canned beverages, excluding juice and juice-drink products of The Minute
Maid Company, ("U.S. bottle/can gallon sales") in 1998.2000. Certain other forms of
the U.S. Bottler's Agreement, entered into prior to 1987, provide for soft drink
concentrates or syrups for certain Coca-Cola Trademark Beverages to be priced
pursuant to a stated formula. The
4
oldest such form of contract, applicable to bottlers accounting for
approximately 1% of U.S. bottle/can gallon sales in 1998,2000, provides for a fixed
price for Coca-Cola syrup used in bottles and cans, subject to quarterly
adjustments to reflect changes in the quoted price of sugar. Bottlers accounting
for the remaining approximately 21%17% of U.S. bottle/can gallon sales in 19982000 have
contracts for certain Coca-Cola Trademark Beverages with pricing formulas
generally providing for a baseline price that may be adjusted periodically by
the Company, up to a maximum indexed ceiling price, and that is adjusted
quarterly based upon changes in certain sugar or sweetener prices, as
applicable.
Standard contracts with bottlers in the United States for the sale of
concentrates and syrups for non-cola-flavored soft drinks in bottles and cans
permit flexible pricing by the Company.
Under the 1987 Contract, theour Company has no obligation to participate with
bottlers in expenditures for advertising and marketing, but may, at its
discretion, contribute toward such expenditures and undertake independent or
cooperative advertising and marketing activities. Some U.S. Bottler's Agreements
that pre-date the 1987 Contract impose certain marketing obligations on the
Company with respect to certain Company Trademark Beverages.
SIGNIFICANT EQUITY INVESTMENTS AND COMPANY BOTTLING OPERATIONS
TheOur Company hasmaintains business relationships with three types of bottlers:
(1) independently owned bottlers, in which the Company has no ownership
interest; (2) bottlers in which the Company has invested and has a
noncontrolling ownership interest; and (3) bottlers in which the Company has
invested and has a controlling ownership interest. In 1998,2000, independently owned
bottling operations produced and distributed approximately 34%25% of the Company's
worldwide unit case volume; cost or equity method investee bottlers in which the
Company owns a noncontrolling ownership interest produced and distributed
approximately 55%59% of such worldwide unit case volume; and controlled and
consolidated bottling and fountain operations, including The Minute Maid
Company, produced and distributed approximately 11%16% of such worldwide unit case
volume.
TheOur Company makes equity investments in selected bottling operations with
the intention of maximizing the strength and efficiency of the Coca-Cola
business system's production, distribution and marketing systems around the
world. These investments oftenare intended to result in increases in unit case
volume, net revenues and profits at the bottler level, which in turn generate
increased gallon sales for the Company's concentrate business. When this occurs,
both the Company and the bottlers benefit from long-term growth in volume,
improved cash flows and increased share-owner value.
The level of theour Company's investment generally depends on the bottler's
capital structure and its available resources at the time of the investment.
InHistorically, in certain situations, the Company has viewed it can
further the Company's business interestsas advantageous
to acquire a controlling interest in a bottling operation. Although not the Company's
primary long-term business strategy, owningOwning such a
controlling interest and providing resources mayhas allowed the Company to compensate for limited local
resources and has enabled the Company to help
4
focus the bottler's sales and
marketing programs and assist in the development of the bottler's business and
information systems and assist in the establishment of appropriate capital structures. In
1998,separate transactions during the first half of 2000, our Company purchased the
entire equity interest in two bottlers in Brazil, Companhia Mineira de
Refrescos, S.A., and Refrigerantes Minas Gerais Limitada. In October 2000, the
Company purchased a 58% equity interest in Paraguay Refrescos S.A. ("Paresa"), a
bottler located in Paraguay. This interest in Paresa was increased from 58% to
approximately 95% as a result of additional Russian bottling
operations from Inchcape plc and affiliated companies. Alsopurchases of Paresa shares by our
Company in 1998, as part of the Company's strategy to achieve an integrated
bottling system in India, the Company purchased 16 independent
Indian bottling operations, bringing the total number purchased
since January 1997 to 18. By providing capital and marketing
expertise to newly acquired bottlers, the Company seeks to
strengthen their ability to deliver Company Trademark Beverages
to customers and consumers.2001.
In line with its long-term bottling strategy, theour Company periodically
considers options for reducing its ownership interest in a consolidated bottler. One such
option is to combine the Company's bottling interests with the bottling
interests of others to form strategic business alliances. Another option is to
sell the Company's interest in a consolidated bottling operation to one of the Company's
noncontrolled
equity investee bottlers. In both of these situations, theour Company continues
participating in the previously
consolidated bottler's earningsresults of operations through its portionshare of the
equity investee's income. In 1998, the Company contributed its wholly
owned bottling interests in Norway and Finland to Coca-Cola
Nordic Beverages ("CCNB"), an anchor bottler which also has
bottling operations in Denmark and Sweden. The Company has an
ownership interest in CCNB of 49%.earnings or losses.
In cases where the Company's investments in bottlers represent
noncontrolling interests, theour Company's intention is to provide expertise and
resources to strengthen those businesses. During 1998,2000, the Company increasedand China
National Oils and Foodstuffs Imports/Exports Corporation ("COFCO") entered into
the COFCO Bottling Joint Venture in China, completion of which is subject to
satisfaction of certain conditions as of the date of this report. COFCO is
contributing to the joint venture its minority equity interests in 11 Chinese
bottlers. Our Company is
5
contributing its equity interests in two Chinese bottlers plus cash in
exchange for a 35% equity interest in Thai Pure
Drinks Limited, a bottler headquartered in Thailand, from
approximately 44% to approximately 49%; increased its interest in
Embotelladoras Coca-Cola Polar S.A., a bottler headquartered in
Chile, from approximately 19% to approximately 29%; and acquired
an initial ownership interest of 20% in Embotelladoras Argos,
S.A., a bottler headquartered in Mexico.
Certainthe joint venture.
Our Company views certain bottling operations in which the Company has a
noncontrolling ownership interest are designated as "anchor
bottlers"key or anchor bottlers due to their level
of responsibility and performance. AnchorThe strong commitment of both key and anchor
bottlers are strongly committed to their own profitable volume growth which, in turn, helps theour Company meet its
strategic goals and furthers the interests of its worldwide production,
distribution and marketing systems. AnchorThese bottlers tend to be large and
geographically diverse, with strong financial resources for long-term investment
and strong management resources. In
1998,These bottlers give the Company's anchor bottlers produced and distributed
approximately 43% of the Company's worldwide unit case volume.
As of March 15, 1999, ten companies are designated as anchor
bottlers, providing the Company with strong strategic
business partners on every major continent. During the third quarter of 2000,
Coca-Cola Beverages plc ("CCB"),and Hellenic Bottling Company S.A. merged, resulting in
a publicly traded company
on the London Stock Exchange, was designated as an anchor bottler
in 1998. CCB was formed in 1998 via a spin-off by Coca-Cola
Amatil Limited ("Coca-Cola Amatil")decrease of its European operations.
In June 1998, after the spin-off, the Company sold its bottling
operations in northern and central Italy to CCB in exchange for
consideration (including shares of CCB stock) valued at
approximately U.S.$1 billion. At December 31, 1998, the Company
had anour Company's equity ownership interest in CCBfrom approximately 50.5%
of Coca-Cola Beverages plc to approximately 50.5%. The
Company's expectation is that its ownership position will reduce
to less than 50% in 1999; therefore,24% of the investment is accounted
for by the equity method of accounting.
Thecombined entity,
Coca-Cola HBC S.A.
Our Company has substantial equity positions in approximately 4651
unconsolidated bottling, canning and distribution operations for its products
worldwide, including bottlers representing approximately 56%54% of the Company's
total U.S. unit case volume in 1998.2000. Of these, significant investee bottlers
accounted for by the equity method include the following:
COCA-COLA ENTERPRISES INC. TheOur Company's ownership interest in Coca-Cola
Enterprises was approximately 42%40% at December 31, 1998 and was approximately 40% as of March 5, 1999.2000. Coca-Cola Enterprises is
the world's largest bottler of the Company's beverage products. In 1998,2000, net
sales of concentrates and syrups by the Company to Coca-Cola Enterprises were
approximately $3.1$3.5 billion, or approximately 16%17% of theour Company's net operating
revenues. Coca-Cola Enterprises also purchases high fructose corn syrup through
the Company; however, related collections from Coca-Cola Enterprises and
payments to suppliers are not included in the Company's consolidated statements
of income. Coca-Cola Enterprises estimates that the territories in which it
markets beverage products to retailers (which include portions of 46 states, the
District of Columbia, the U.S. Virgin Islands, Canada, Great Britain,
continental France, the Netherlands, France, Luxembourg, Belgium and Belgium)Monaco) contain
approximately 69% of the United States population, 94%97% of the population of
Canada, 98% of the population of Great Britain,and 100% of the populations of Great Britain, continental France, the
Netherlands, Luxembourg, and
Belgium and 92% of the population of France.
5
In 1998,Monaco.
Excluding products in post-mix (fountain) form, in 2000, approximately 63%62%
of the unit case volume of Coca-Cola Enterprises (excluding products in post-mix (fountain)
form) was Coca-Cola Trademark
Beverages, approximately 25%30% of its unit case volume was other Company Trademark
Beverages, and approximately 12%8% of its unit case volume was beverage products of
other companies. Coca-Cola Enterprises' net sales of beverage products were
approximately $13.4$14.8 billion in 1998.2000.
COCA-COLA AMATIL LIMITED. In 1998, Coca-Cola Amatil
completed a spin-off of its European operations into a new
publicly traded European bottler, CCB. After the spin-off, the
Company sold its bottling operations in South Korea to Coca-Cola
Amatil in exchange for shares of Coca-Cola Amatil stock.HBC S.A. (CCHBC). At December 31, 1998,2000, our Company's ownership
interest in CCHBC was approximately 24%. CCHBC has bottling and distribution
rights, through direct ownership or joint ventures, in Armenia, Austria,
Belarus, Bosnia, Bulgaria, Croatia, Czech Republic, Greece, Hungary, Northern
Ireland, Republic of Ireland, Italy, Macedonia, Moldova, Nigeria, Poland,
Romania, Russia, Slovakia, Slovenia, Switzerland, Ukraine and Yugoslavia. CCHBC
estimates that the territories in which it markets beverage products contain
approximately 67% of the population of Italy, 31% of the population of Russia
and 100% of the populations of the other countries named above in which CCHBC
has bottling and distribution rights.
In 2000, CCHBCs net sales of beverage products were approximately U.S.$2.2
billion. In 2000, approximately 55% of the unit case volume of CCHBC was
Coca-Cola Trademark Beverages, approximately 37% of its unit case volume was
other Company Trademark Beverages and approximately 8% of its unit case volume
was beverage products of CCHBC or other companies.
COCA-COLA AMATIL LIMITED ("COCA-COLA AMATIL" OR "CCA"). At December 31,
2000, our Company's ownership interest in Coca-Cola Amatil was approximately
43%38%. Coca-Cola Amatil is the largest bottler of the Company's beverage products
in Australia and also has bottling and distribution rights, through direct
ownership or joint ventures, in New Zealand, Fiji, Papua New Guinea, Indonesia,
the Philippines and South Korea. Net concentrate sales by the
Company to Coca-Cola Amatil were approximately U.S.$546 million
in 1998. Coca-Cola Amatil estimates that the territories
in which it markets beverage products contain approximately 99% of the
population of Australia, 100% of the populations of New Zealand, Fiji, South
Korea and the Philippines, 83% of the population of Papua New Guinea and 97% of
the population of Indonesia.
6
In 1998,2000, Coca-Cola Amatil's net sales of beverage products were
approximately U.S.$2.72.4 billion. In 1998,2000, approximately 66% of the unit case
volume of Coca-Cola Amatil was Coca-Cola Trademark Beverages, approximately 25%
of its unit case volume was other Company Trademark Beverages, approximately 4%5%
of its unit case volume was beverage products of Coca-Cola Amatil and
approximately 5%4% of its unit case volume was beverage products of other
companies.
PANAMERICAN BEVERAGES, INC. ("PANAMCO"). At December 31, 1998, the2000, our Company
owned an equity interest of approximately 24% in Panamco, a Panamanian holding
company with bottling subsidiaries operating in a substantial part of central
Mexico (excluding Mexico City), greater Sao Paulo, Campinas, Santos and Matto
Grosso do Sul, Brazil, central Guatemala, most of Colombia, and all of Costa
Rica, Venezuela and Nicaragua. Panamco estimates that the territories in which
it markets beverage products contain approximately 19% of the population of
Mexico, 15%16% of the population of Brazil, 98%94% of the population of Colombia, 46%47%
of the population of Guatemala and 100% of the populations of Costa Rica,
Venezuela and Nicaragua.
In 1998,2000, Panamco's net sales of beverage products were approximately
U.S.$2.82.6 billion. In 1998,2000, approximately 55%51% of the unit case volume of Panamco
was Coca-Cola Trademark Beverages, approximately 23%22% of its unit case volume was
other Company Trademark Beverages and approximately 22%27% of its unit case volume
was beverage products of Panamco or other companies.
COCA-COLA FEMSA, S.A. DE C.V. ("COCA-COLA FEMSA"). At December 31, 1998, the2000,
our Company owned a 30% equity interest in Coca-Cola FEMSA, a Mexican holding
company with bottling subsidiaries in the Valley of Mexico, Mexico's
southeastern region and Greater Buenos Aires, Argentina. Coca-Cola FEMSA
estimates that the territories in which it markets beverage products contain
approximately 24%30% of the population of Mexico and 35%approximately 31% of the
population of Argentina.
In 1998,2000, Coca-Cola FEMSA's net sales of beverage products were
approximately U.S.$1.31.7 billion. In 1998,2000, approximately 77%76% of the unit case
volume of Coca-Cola FEMSA was Coca-Cola Trademark Beverages, approximately 22%23%
of its unit case volume was other Company Trademark Beverages, and approximately
1% of its unit case volume was beverage products of other companies.
OTHER INTERESTS. Under the terms of the Coca-Cola Nestle Refreshments
("CCNR") joint venture involving theour Company, Nestle S.A. and certain
subsidiaries of Nestle S.A., the Company manages CCNR's ready-to-drink tea
business and Nestle S.A. manages CCNR's ready-to-drink coffee business. TheOur
Company owns a 50% equity interest in the joint venture, which currently has
sales in the United States and approximately 3334 other countries.
The Minute MaidOn January 30, 2001, our Company and Groupe Danone are partners in aNestle S.A. announced plans to further
develop the joint venture, which produces, distributes and sells premium
refrigerated ready-to-serve fruit juice products outsidewill be renamed Beverage Partners Worldwide
("BPW"). Under the United States and Canada, with an initial focus in Europe and
Latin America. The Minute Maid Company has a 50% ownership
interest in the joint venture.
6
The joint venture launched Minute Maid Premium juices in France,
Spain, Portugal, Belgium and Luxembourg during 1997 and in
Austria, the United Kingdom and Poland during 1998.
OTHER DEVELOPMENTS
In December 1997, the Company announced its intent to
acquire from beverage company Pernod Ricard its Orangina brands,
three bottling operations and one concentrate plant in France for
approximately 5 billion French francs (approximately U.S.$890
million based on December 1998 exchange rates). This transactionproposed restructuring, which is subject to approvals fromapproval by
regulatory authorities, BPW will function as an entrepreneurial unit dedicated
to tapping the growth potential of emerging beverage segments, particularly
ready-to-drink coffee, teas and certain beverages with a healthful positioning.
BPW will be based in Zurich, Switzerland.
Brands already within the joint venture include Nestea and Nescafe for the
ready-to-drink categories. In addition, our Company will add the Planet Java
coffee business and the Yang Guang tea businesses, among others, while Nestle
will be contributing its Belte tea business. BPW also will focus on expanding
its geographical reach, seeking to enter new markets (excluding Japan) with both
new and existing products.
OTHER DEVELOPMENTS
- ------------------
In January 2000, our Company announced a major organizational realignment
(the "Realignment") intended to put more responsibility, accountability and
resources in the hands of local business units of the French
government.
In December 1998,Company located around the
world. Fully implemented during calendar year 2000, the Realignment reduced the
Company's workforce while transferring responsibilities from corporate to
revenue-generating operating units. Under the Realignment, approximately 5,200
employees were separated from the Company, signed anof which approximately 1,750 were
based within the United States. The total workforce reduction under the
Realignment included employees separated from the Company as well as the
elimination of open positions and contract labor.
7
Following the structural changes, roles and responsibilities within our
Company were redefined and certain corporate activities were outsourced. The
Company's corporate headquarters retained responsibility for setting policy and
strategy for the Company as a whole, while the Company's revenue-generating
units generally assumed all other responsibilities.
In February 2001, our Company and The Procter & Gamble Company ("P&G")
announced plans pursuant to a non-binding letter of intent to create a
stand-alone enterprise focused on developing and marketing juices, juice-based
beverages and salted snacks on a global basis. Under the terms of the proposed
transaction, our Company and P&G each will own 50% of the stand-alone
enterprise, which will be named at a later date. Our Company will contribute its
juice beverages business, and P&G will contribute its juice beverages business
and its salted snack products business. The transaction has been approved by the
boards of directors of both companies, and the stand-alone enterprise is
expected to begin operations following regulatory approvals and satisfaction of
certain other conditions. Until then, the two companies will continue to operate
independently.
In February 2001, our Company announced it had reached agreement in
principle with Cadbury Schweppes plc to purchase beverage brands in countries
aroundCoca-Cola Amatil and San Miguel Corporation ("SMC") regarding the
world (exceptownership and management of bottling operations in the United States, FrancePhilippines. Under the
agreement, CCA will sell Coca-Cola Bottlers Philippines, Inc. ("CCBPI") to SMC,
which will acquire a 65% equity interest, and South
Africa)to the Company, which will acquire
a 35% equity interest, in a share, cash and its concentrate plants in Irelanddebt transaction valued at A$2.25
billion (U.S.$1.24 billion). The consideration for CCBPI comprises the
cancellation of approximately 149 million CCA shares held by our Company and
Spain for219.4 million CCA shares held by SMC at a price of A$4.75 (U.S.$2.62) and
additional consideration of approximately U.S.A$495 million (U.S.$1.85 billion. These brands include Schweppes273 million)
comprising cash and Canada Dry mixers, such as tonic water, club sodadebt. The number of CCA shares held by our Company to be
cancelled and ginger
ale; Crush; Dr Pepper;the cash and certain regional brands. These
transactions aredebt component may vary depending on future movements
of the AUD/PHP exchange rate. Completion of the transaction is subject to
certain conditions, including approvals from regulatory authorities in various countries.approval by CCA's shareholders not associated with
our Company or SMC.
In January 1999, Kita Kyushu Coca-Cola BottlingFebruary 2001, our Company Ltd.
and Sanyo Coca-Cola Bottling Company, Ltd. announcedreached an agreement to merge. The merger will lead towith Carlsberg A/S for
the creationdissolution of Coca-Cola West
Japan Company, Ltd.Nordic Beverages (CCNB), a publicly traded companyjoint venture
anchor bottler which presently is 51%-owned by Carlsberg and 49%-owned by the
Company. CCNB currently has bottling operations in whichSweden, Norway, Denmark,
Finland, and Iceland. Under the Company plans to hold approximately a 5% ownership interest. The
Company intends to designate the new company as an "anchor
bottler"terms of the Coca-Cola system. The transaction isagreement, subject to required
regulatory reviewapprovals, our Company will acquire CCNB's Sweden and boardNorway bottling
operations, which will increase the Company's ownership in those bottlers to
100%. Carlsberg will acquire CCNB's Denmark and share owner approvals.
In February 1999,Finland bottling operations,
which will increase Carlsberg's ownership in those bottlers to 100%. CCNB's
Iceland bottling operation will be sold to a third-party group of investors. It
is anticipated that these bottler ownership restructurings will be completed by
the Company announced that it plans to
launch its first bottled water brand in North America during the
first halfend of 1999.second quarter, 2001. The new product, called Dasani, is a
purified, non-carbonated water enhanced with minerals.
Internationally, the Company markets a bottled water brand,
Bonaqa (in some countries, Bonaqua), in about 35 countries.CCNB holding company will subsequently be
dissolved.
SEASONALITY
Soft drink and noncarbonated beverage sales- -----------
Sales of ready-to-drink nonalcoholic beverages are somewhat seasonal, with
the second and third calendar quarters accounting for the highest sales volumes
in the Northern Hemisphere. The volume of sales in the beverages business may be
affected by weather conditions.
COMPETITION
The- -----------
Our Company competes in the nonalcoholic beverages segment of the
commercial beverages industry. That segment is highly competitive, consisting of
numerous firms. These include firms that compete, like the Company, in multiple
geographical areas as well as firms that are primarily local in operation.
Competitive products include carbonates, packaged water, juices and nectars,
fruit drinks and dilutables (including syrups and powdered drinks), sports and
energy drinks, coffee and tea, still drinks and other beverages. Nonalcoholic
beverages are sold to consumers in both ready-to-drink and not-ready-to-drink
form.
Most of theour Company's beverages business currently is in soft drinks, as
that term is defined in this report. The soft drink business, which is part of
the nonalcoholic beverages segment, is itself highly competitive. TheOur Company is
the leading seller of soft drink concentrates and syrups in the world. Numerous
firms, however, compete in that business. These consist of a range of firms,
from local to international, that compete against the Company in numerous
geographical areas.
8
In many parts of the world in which theour Company does business, demand for
soft drinks is growing at the expense of other commercial beverages. Competitive
factors with respect to the Company's business include pricing, advertising and
sales promotion programs, product innovation, increased efficiency in production
techniques, the introduction of new packaging, new vending and dispensing
equipment and brand and trademark development and protection.
7
RAW MATERIALS
- -------------
The principal raw material used by theour Company's business in the United
States is high fructose corn syrup, a form of sugar, which is available from
numerous domestic sources and is historically subject to fluctuations in its
market price. The principal raw material used by the Company's business outside
the United States is sucrose. TheOur Company has a specialized sweetener
procurement staff and has not experienced any difficulties in obtaining its
requirements. In the United States and certain other countries, the Company has
authorized the use of high fructose corn syrup in syrup for Coca-Cola and other
Company Trademark Beverages for use in both fountain syrup and finished
beverages in bottles and cans.
Generally, raw materials utilized by theour Company in its business are
readily available from numerous sources. However, aspartame, which is usually
used alone or in combination with either saccharin or acesulfame potassium in
the Company's low-
calorielow-calorie soft drink products, is currently purchased by the
Company primarily from The NutraSweet Kelco Company, a subsidiary
of Monsanto Company and from Holland Sweetener.
Acesulfame potassium is currently purchased from Nutrinova Nutrition Specialties
& Food Ingredients GmbH.
With regard to juice and juice-drink products, the citrus industry is
subject to the variability of weather conditions, in particular the possibility
of freezes in central Florida, which may result in higher prices and lower
consumer demand for orange juice throughout the industry. Due to theour Company's
long-
standinglong-standing relationship with a supplier of high-quality Brazilian orange
juice concentrate, the supply of juice available that meets the Company's
standards is normally adequate to meet demand.
PATENTS, TRADE SECRETS, TRADEMARKS AND COPYRIGHTS
The- -------------------------------------------------
Our Company is the owner of numerous patents, copyrights and trade secrets,
as well as substantial know-how and technology (herein collectively referred to
as "technology"), which relaterelating to its products and the processes for their
production, the packages used for its products, the design and operation of
various processes and equipment used in its business and certain quality
assurance and financial software. Some of the technology is licensed to
suppliers and other parties. The Company's soft drink and other beverage
formulae are among the important trade secrets of the Company.
TheOur Company owns numerous trademarks which are very important to its
business. Depending upon the jurisdiction, trademarks are valid as long as they
are in use and/or their registrations are properly maintained and they have not
been found to have become generic. Registrations of trademarks can generally be
renewed indefinitely as long as the trademarks are in use. The majority of theour
Company's trademark license agreements are included in the Company's bottler agreements.Bottler's
Agreements. The Company has registered and licenses the right to use its
trademarks in conjunction with certain merchandise other than soft drinks.
GOVERNMENTAL REGULATION
- -----------------------
The production, distribution and sale in the United States of many of the
Company's products are subject to the Federal Food, Drug and Cosmetic Act; the
Occupational Safety and Health Act; the Lanham Act; various environmental
statutes; and various other federal, state and local statutes regulatingand regulations
applicable to the production, transportation, sale, safety, advertising,
labeling and ingredients of such products.
A California law requires that a specific warning appear on any person whoproduct
that contains a component listed by the State as having been found to cause
cancer or birth defects. The law exposes
another to a carcinogen or a reproductive toxicant must provide a
warning to that effect. Because the law does not broadly define
quantitative thresholds below which a warning is not required,
virtually all food and beverage manufacturers are confronted withproducers to the
possibility of having to provide warnings on their food and
beverage products due tobecause the presence oflaw
recognizes no generally applicable quantitative thresholds below which a warning
is not required. Consequently, even trace amounts of defined
substances. Regulations implementinglisted components can
expose affected products to the law exempt
manufacturers from providing the requiredprospect of warning if it can be
demonstratedlabels. Products containing
listed substances that the defined substances occur naturally in the product or that are present incontributed to
the product solely by a municipal water usedsupply are
9
generally exempt from the warning requirement. While no Company beverage
products are currently required to manufacturedisplay warnings under this law, our Company
is unable to predict whether an important component of a Company product might
be added to the product. TheCalifornia list in the future. Our Company has assessed the impact of the law and its
implementing regulations on its products and has concluded that
none currently requires a warning under the law. The Company
cannotis also unable to
predict whether or to what extent food and beverage
industry efforts to minimize the law'sa warning under this law would have an impact
will succeed; nor
can the Company predict what effect, either in terms of directon costs or diminished sales imposition of the law will have.
8
Company beverage products.
Bottlers of the Company's beverage products presently offer non-refillable,
recyclable containers in all areas of the United States and Canada. Some suchof
these bottlers also offer refillable containers, which are also recyclable, although overall U.S.
sales in refillable containers are relatively limited.recyclable.
Measures have been enacted in various localities and states which require that a
deposit be charged for certain non-refillable beverage containers. The precise
requirements imposed by these measures vary. DepositOther deposit, recycling or product
stewardship proposals have been introduced in other states and localities and in the
Congress, and the Company anticipates that similar legislation or regulations
may be introducedproposed in the future at both the local, state and federal levels, both in
the federal level.United States and elsewhere.
All of theour Company's facilities in the United States are subject to
federal, state and local environmental laws and regulations. Compliance with
these provisions has not had, and the Company does not expect such compliance to
have, any material adverse effect upon theour Company's capital expenditures, net
income or competitive position.
EMPLOYEES
- ---------
As of December 31, 1998, the2000, our Company employed approximately 28,60036,900 persons,
down fromcompared to approximately 29,500 in 199737,400 at the end of 1999. The differential is
primarily due to salesthe organizational Realignment, offset by the Company's
acquisition of certain Company-owned bottling operations.
Approximately 10,000bottlers in Latin America and the final consolidation of
theseour bottler in Southeast Asia. At the end of 2000, approximately 9,130 Company
employees arewere located in the United States. TheOur Company, through its divisions
and subsidiaries, has entered into numerous collective bargaining agreements,
and the Company has no reason to believe it will not be able to renegotiate any
such agreements on satisfactory terms. The Company believes that its relations
with its employees are generally satisfactory.
ITEM 2. PROPERTIES
The- ------------------
Our Company's worldwide headquarters is located on a 35-acre office complex
in Atlanta, Georgia. The complex includes the approximately 621,000 square foot
headquarters building, the approximately 870,000 square foot Coca-Cola USA
building and the approximately 264,000 square foot Coca-Cola Plaza building.
Also located in the complex are several other buildings, including the technical
and engineering facilities, learning center and the Company's Reception Center.
The Company leases approximately 278,000 square feet of office space at Ten
Peachtree Place, Atlanta, Georgia, owned by a joint venture of which an indirect
subsidiary of the Company is a partner. Thepartner; the Company also leasesplans to vacate this space
prior to expiration of the lease in November 2001. In the first quarter of 2001,
the Company began leasing approximately 219,000250,000 square feet of office space at
One Atlantic
Center,10 Glenlake Parkway, Atlanta, Georgia.Georgia, as the main office for the Company's
Coca-Cola Fountain business unit, which is responsible for fountain sales in the
United States. In addition, the Company leases approximately 150,000 square feet
of office space at Northridge Business Park, Dunwoody, Georgia, for some of
Coca-Cola Fountain's operations. The Company has facilities for administrative
operations, manufacturing, processing, packaging, packing, storage and
warehousing throughout the United States.
TheOur Company owns and operates 3332 principal beverage concentrate and/or
syrup manufacturing plants located throughout the world. The Company currently
owns or holds a majority interest in 2524 operations with 3271 principal beverage
bottling and canning plants located outside the United States.
The Minute Maid Company, whose business headquarters is located in Houston,
Texas, occupies its own office building, which contains approximately 330,000
square feet. The Minute Maid Company operates seveneight production facilities
throughout the United States and Canada and utilizes a system of contract
packers to produce and distribute certain products in areas where The Minute
Maid Company does not have its own manufacturing centers or during periods when
it experiences shortfalls in manufacturing capacity.
TheOur Company owns or leases additional real estate, throughout
the world, including a
wholly ownedCompany-owned office and retail building at 711 Fifth Avenue in New York, New
York. ThisYork and approximately 315,000 square feet of Company-owned office and technical
space in Brussels, Belgium. Additional owned or leased real estate located
throughout the world is used
10
by the Company as office space, for bottling, warehouse or retail
operations or, in the case of some owned property, is leased to others.
Management believes that the facilities for the production of its products
are suitable and adequate for the business conducted therein, that they are
being appropriately utilized in line with past experience and that they have
sufficient production capacity for their present intended purposes. The extent
of utilization of such facilities varies based upon the seasonal demand for
product. While it is not possible to measure with any degree of certainty or
uniformity the productive capacity and extent of utilization of these
facilities, management believes that additional production can be obtained at
the existing facilities by the addition of personnel and capital equipment and,
in some facilities, the addition of shifts of personnel or expansion of such
facilities. TheOur Company continuously reviews its anticipated requirements for
facilities and, on the basis of that review, may from time to time acquire
additional facilities and/or dispose of existing facilities.
9
ITEM 3. LEGAL PROCEEDINGS
- -------------------------
On January 30, 1997, the Brazilian Federal Revenue Service issued Notices
of Assessment to Recofarma Industrias do Amazonas Ltda. ("Recofarma"), an
indirect wholly owned subsidiary of the Company, for the period from January 1,
1992 to February 28, 1994. The assessments allegealleged that Recofarma should have
paid a Brazilian excise tax on intra-company transfers of product manufactured
at its Manaus plant to its warehouse in Rio de Janeiro. Assessments of tax,
interest and penalties totaltotaled approximately $530U.S. $302 million as of the
assessment date (based on exchange rates as of February 4, 2000) and accrue
interest from suchthe assessment date. The transfer of product from the plant to the
warehouse, which was discontinued in February 1994, was the subject of a
favorable advance ruling issued by the Federal Revenue Service on September 24,
1990. In the Company's opinion, the ruling has continuing effect and Recofarma's
operations conformed with the ruling. On March 3, 1997, Recofarma filed appeals
with the Brazilian Federal Revenue Service contesting the assessments.
On September 30, 1997, the Rio de Janeiro Branch of the Brazilian Federal
Revenue Service dismissed the assessments against Recofarma. This determination
iswas subject to an automatic ex officio appeal ("recurso ex-officio") on the
Federal Revenue Service's behalf to the Taxpayers Council in Brazilia. ThisOn August
16, 2000, the case was heard by the Taxpayers Council, which unanimously decided
in Recofarma's favor. The Federal Revenue Service did not appeal the decision
within the required period and the decision is currently pending.therefore final in Recofarma's
favor.
On October 27, 2000, a class action lawsuit was filed in the United States
District Court for the Northern District of Georgia alleging that the Company,
M. Douglas Ivester, Jack L. Stahl and James E. Chestnut violated antifraud
provisions of the federal securities laws by making misrepresentations or
material omissions relating to the Companys financial condition and prospects in
late 1999 and early 2000 (the Carpenters Health & Welfare Fund Action). A
second, largely identical lawsuit was filed in the same court on November 9,
2000 (the LaValla Action). The Complaints allege that the Company and the
individual named officers: (1) forced certain Coca-Cola system bottlers to
accept excessive, unwanted and unneeded sales of concentrate during the third
and fourth quarters of 1999, thus creating a misleading sense of improvement in
our Companys performance in those quarters; (2) failed to write down the value
of impaired assets in Russia, Japan and elsewhere on a timely basis, again
resulting in the presentation of misleading interim financial results in the
third and fourth quarters of 1999; and (3) misrepresented the reasons for Mr.
Ivesters departure from the Company and then misleadingly reassured the
financial community that there would be no changes in the Companys core business
strategy or financial outlook following that departure. Damages in an
unspecified amount are sought in both Complaints.
On January 8, 2001, an order was entered by Judge Willis B. Hunt, Jr. of
the United States District Court for the Northern District of Georgia
consolidating the two cases for all purposes. Judge Hunt also ordered the
plaintiffs to file a Consolidated Amended Complaint. Our Companys initial
response to these lawsuits will be due 60 days after service of the Consolidated
Amended Complaint. The Company believes it has meritorious legal and factual
defenses and intends to defend the consolidated action vigorously.
The Company is involved in various other legal proceedings. TheManagement of
the Company believes that any liability to the Company which may arise as a
result of these proceedings, including the proceedingproceedings specifically discussed
above, will not have a material adverse effect on the financial condition of the
Company and its subsidiaries taken as a whole.
11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- -----------------------------------------------------------
Not applicable.
ITEM X. EXECUTIVE OFFICERS OF THE COMPANY
- -----------------------------------------
The following are the executive officers of theour Company:
M. Douglas Ivester, 52,N. Daft, 57, is Chief Executive Officer and Chairman of the Board of Directors and Chief
Executive Officer of the Company. In January
1985,November 1984, Mr. IvesterDaft was appointed
President of the Central Pacific Division. In October 1987, he was appointed
Senior Vice President of the Pacific Group of the International Business Sector.
In December 1988, he was named President of Coca-Cola (Japan) Company, Limited
and President of the North Pacific Division of the International Business
Sector. Effective 1991 he was elected Senior Vice President and Chief
Financial Officer of the Company and
served in that capacity
until June 1989, when he was appointednamed President of the European
CommunityPacific Group of the International Business Sector. He
was appointed President of Coca-Cola USAthe Middle and Far East Group in August 1990,January 1995 and was
appointed President of the North America Business Sector in
September 1991. He
served in the latterthat capacity until April
1993October 1999 when he was elected Executive Vice President ofgiven expanded
responsibilities for the CompanyMiddle and Principal Operating Officer/North America. In July 1994, heFar East Group, the Africa Group, the
Schweppes Beverages Division and the Japan Division. He was elected President
and Chief Operating Officer and a Director of the Company.Company in December 1999. Mr.
IvesterDaft was elected to his current positions in October 1997.February 2000.
James E. Chestnut, 48,50, is SeniorExecutive Vice President, and Chief
Financial OfficerOperations Support of
the Company. Mr. Chestnut joined the Company in 1972 in London. In 1984, he was
named Finance Manager for the Philippine Region in Manila and, in 1987, Manager
of International Treasury Services, Pacific Group, in Atlanta. He was named
Finance Manager for the North Pacific Division of the International Business
Sector in 1989 before being elected Vice President and Controller of the Company
in 1993. He was elected to his current positionSenior Vice President and Chief Financial Officer in
July 1994.
Jack L. Stahl, 46,1994 and was appointed Senior Vice President, Operations Support in October
1999. Mr. Chestnut was elected Executive Vice President in January 2000.
Charles S. Frenette, 48, is Executive Vice President of the Company. Mr.
Frenette joined the Company in 1974. In 1983, he was appointed Vice President of
Coca-Cola USA. In 1986, he was appointed Senior Vice President and General
Manager of Coca-Cola USA Fountain. In 1992, he was appointed Executive Vice
President, Operations, of Coca-Cola USA. He was elected Vice President of the
Company in 1995 and was appointed President of the Southern Africa Division in
1996. He was elected Senior Vice President of the Company in April 1998 and
became Chief Marketing Officer in May 1998. Mr. Frenette was elected Executive
Vice President of the North America Group.Company and appointed President of the Europe and Eurasia
Group in January 2000. On March 4, 2001, Mr. Frenette was named head of the
newly created Europe/Africa strategic business unit of the Company.
Joseph R. Gladden, Jr., 58, is Executive Vice President and General Counsel
of the Company. In MarchOctober 1985, Mr. Stahl
was named Manager, Planning and Business Development and was
appointed Assistant Vice President in April 1985. HeGladden was elected Vice President and ControllerPresident. He was
named Deputy General Counsel in February 1988October 1987 and served in that capacity until
he was elected Vice President and General Counsel in April 1990. He was elected
Senior Vice President in April 1991 and Chief
Financial OfficerExecutive Vice President in June 1989. He was appointedJanuary
2000. On January 24, 2001, Mr. Gladden announced his plans to resign his current
position in July 1994.
Douglas N. Daft, 56,offices
effective April 18, 2001.
Carl Ware, 57, is SeniorExecutive Vice President of the Company and Presidentin January
2000 was appointed head of the MiddleCompany's Global Public Affairs and
Far East Group. In November 1984,
Mr. Daft was appointed President of Coca-Cola Central Pacific Ltd.
In October
10
1987, he was appointed Senior Vice President of the Pacific Group
of the International Business Sector. In January 1989, he was
named President of Coca-Cola (Japan) Company, Limited and
President of the North Pacific Division of the International
Business Sector. Effective 1991 he was elected Senior Vice
President of the Company and named President of the Pacific Group
of the International Business Sector. He was appointed to his
current position, effective January 1995.
Carl Ware, 55, is Senior Vice President of the Company and
President of the Africa Group.Administration division. In 1979, Mr. Ware was appointed Vice President, Special
Markets, Coca-Cola USA. In March 1982, he was appointed Vice President, Urban
Affairs, of the Company. He was elected Senior Vice President and Director,
Corporate External Affairs in 1986 and became Deputy Group President of the
Northeast Europe/Africa Group of the International Business Sector in July 1991, a position he held until1991.
In January 1993 he was namedappointed President of the Africa Group. Mr. Ware was
elected Executive Vice President in January 2000.
Gary P. Fayard, 48, is Senior Vice President and Chief Financial Officer of
the Company. Mr. Fayard joined the Company in April 1994. In July 1994, he was
elected Vice President and Controller. Prior to joining the Company, Mr. Fayard
was a partner with Ernst & Young. Mr. Fayard was elected to his current position
effectivein December 1999.
12
Stephen C. Jones, 45, is Senior Vice President and in January 1993.
Timothy J. Haas, 52,2000 was
appointed Chief Marketing Officer of the Company. Mr. Jones joined Coca-Cola
Canada in 1986 as Brand Manager for Sprite. In 1988, he joined Coca-Cola USA as
Brand Manager for diet Coke and Sprite. Mr. Jones was named Marketing Manager
for Coca-Cola Great Britain in 1990 and was promoted to Regional Manager,
Coca-Cola Great Britain in 1991 and to Marketing Director, Coca-Cola Great
Britain and Ireland Division in 1992. In 1994, he was appointed Senior Vice
President, Consumer Marketing for Coca-Cola (Japan) Co., Ltd. ("CCJC"), and was
named Deputy Division Manager and Executive Vice President of CCJC in 1997. He
was appointed President and Chief Executive Officer of The Minute Maid Company
in October 1999. Mr. Jones was elected to his current position in January 2000.
Alexander R.C. Allan, 56, is Senior Vice President of the Company. Mr.
Allan joined Coca-Cola Bottling Company of Johannesburg in 1968 as an Internal
Auditor. He was appointed the financial Controller for the Southern Africa
Division of The Coca-Cola Company in 1978 and Assistant Division Manager and
Finance Manager of the Southern and Central Africa Division in 1986. In January
1993, he was appointed President of the Middle East Division (renamed Middle
East & North Africa Division in 1998). Mr. Allan was appointed President of the
Middle & Far East Group in October 1999 and was elected to his current position
in December 1999. On March 4, 2001, Mr. Allan was named head of the newly
created Asia strategic business unit of the Company.
Jeffrey T. Dunn, 43, is Senior Vice President of the Company. Mr. Dunn
joined the Company in 1981. From 1985 to 1990, Mr. Dunn served in various
positions in Coca-Cola USA Fountain. In 1990, Mr. Dunn was named Vice President,
Presence Marketing, Coca-Cola USA. In 1994, he rejoined Coca-Cola USA Fountain
as Vice President, Marketing and in May 1996, was named Vice President, Field
Sales and Marketing. He was named Vice President and General Manager, Coca-Cola
USA Fountain in February 1998, and Senior Vice President, Coca-Cola USA Fountain
in June 1998. In January 2000, Mr. Dunn was appointed Senior Vice President of
The Coca-Cola North America Marketing Division. Mr. Dunn was elected to Senior
Vice President of the Company and President of the LatinNorth America Group.Group in
October 2000. On March 4, 2001, Mr. HaasDunn was appointed
Vice President, Sales,named head of the newly created
Americas strategic business unit of the Company.
Steven J. Heyer, 48, was named head of the newly created Coca-Cola Foods in 1983 and Senior Vice
President, Sales,Ventures
strategic business unit of Coca-Cola Foods in 1985. Inthe Company on March 1991, he
was appointed President and Chief7, 2001. On April 18, 2001, Mr.
Heyer will be considered for election as Executive Officer of Coca-Cola
Foods. In April 1991, he was elected Vice President of the
Company. In 1995,Mr. Heyer joins our Company from AOL Time Warner, where he served since
1996 as President and Chief Operating Officer of Turner Broadcasting System,
Inc. Mr. Heyer joined TBS, Inc. in 1994 as President of Turner Broadcasting
Sales, Inc. Prior to that, Mr. Heyer was namedPresident and Chief Operating Officer
of Young & Rubicam Advertising Worldwide, as well as Executive Vice President of
the
Latin America Group and served in that capacity until he was
appointed President of the Latin America Group, effective
January 1, 1997. He was elected Senior Vice President in February
1997.
Ralph H. Cooper, 59, is Senior Vice President of the Company
and President and ChiefYoung & Rubicam, Inc.
Deval L. Patrick, 45. On April 18, 2001, Mr. Patrick will be considered for
election as Executive Officer of The Minute Maid
Company, formerly known as Coca-Cola Foods. Mr. Cooper was
appointed Senior Vice President of the Europe and Africa Group in
July 1984 and was named Senior Vice President of Coca-Cola
International and President of the Northwest European Division in
January 1989. He was elected Senior Vice President of the
Company and President of the European Community Group of the
International Soft Drink Business Sector in August 1990. In
January 1995, he was named Executive Vice President of Coca-Cola
Foods and served in that capacity until he was appointed
President and Chief Executive Officer in July 1995.
William P. Casey, 58, is Senior Vice President of the Company
and President of the Greater Europe Group. In 1985, Mr. Casey
was appointed Executive Vice President, Bottler Operations,
Coca-Cola USA. In 1992, he was elected President and Chief
Executive Officer of Coca-Cola Beverages Ltd., a Canadian company
in which the Company held an interest. Mr. Casey was elected to
his current position in February 1998.
Joseph R. Gladden, Jr., 56, is Senior Vice President and General Counsel of the Company. Mr.
Patrick's employment with the Company will commence on April 2, 2001. In October 1985,1999,
Mr. Gladden was
elected Vice President. He was named Deputy General Counsel in
October 1987 and served in that capacity until he was electedPatrick joined Texaco Inc. as Vice President and General Counsel in April 1990. HeCounsel. Mr.
Patrick had been a partner with the Boston law firm of Day Berry & Howard LLP
since 1997. Mr. Patrick was elected
Senior Vice President in April 1991.
Charles S. Frenette, 46, is Senior Vice Presidentalso Assistant Attorney General of the United States
and Chief Marketing Officer of the U.S. Justice Department's Civil Rights Division from 1994 until
1997, where he was responsible for enforcing federal laws prohibiting
discrimination.
The Executive Committee is responsible for setting policy and establishing
strategic direction for the Company. Mr. Frenette joinedOn March 7, 2001, the Company in 1974. In 1986, he was appointed Senior Vice President
and General Manager of Coca-Cola USA Fountain. In 1992, he was
appointed Executive Vice President, Operations, of Coca-Cola USA.
He was elected Vice Presidentannounced the
expansion of the Company in 1995Executive Committee, which will consist of Mr. Daft, as
chairman, and was
appointed President of the South Africa Division in 1996. He was
elected Senior Vice President in April 1998Messrs. Allan, Chestnut, Dunn, Frenette, Heyer, Patrick and became Chief
Marketing Officer in May 1998.
Anton Amon, 55, is Senior Vice President of the Company and
Manager of the Company's Product Integrity Division. Dr. Amon
was named Senior Vice President of Coca-Cola USA in 1983. In
1988, he joined Coca-Cola Enterprises as Vice President,
Operations. In September 1989, Dr. Amon returned to the Company
as director, Corporate Quality Assurance. He was elected Vice
President in October 1989. He became Manager, Product Integrity
Division, in January 1992 and was elected to his current position
in July 1992.
George Gourlay, 57, is Senior Vice President of the Company
and Manager of the Technical Operations Division. Mr. Gourlay
was named Manager, Corporate Concentrate Operations in 1986,
named Assistant Vice
11
President in 1988, and was elected Vice President in 1989. Mr.
Gourlay became head of the Technical Operations Division in
January 1992 and was elected to his current position in July 1992.
Michael W. Walters, 52, is Vice President of the Company and
Vice President of Human Resources. Mr. Walters joined the
Company in 1972. In 1985, he was named Assistant Vice President,
Compensation and Benefits. Mr. Walters was elected to his
current position in April 1990.Ware.
All executive officers serve at the pleasure of the Board of Directors.
There is no family relationship between any of the executive officers of the
Company.
On March 4, 2001, our Company announced a new operational management
structure. See "Item 1. - Business". As part of this new management structure,
the Company also announced that Jack L. Stahl had decided to resign from his
position as President and Chief Operating Officer of the Company, effective
immediately, in order to explore other career interests and opportunities.
13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHARE-OWNER
MATTERS
- -------------------------------------------------------------------------
"Financial Review Incorporating Management's Discussion and Analysis" on
pages 2733 through 37,43, "Selected Financial Data" for the years 19971999 and 19982000 on
page 38,44, "Stock Prices" on page 6169 and "Common Stock", "Stock Exchanges" and
"Dividends" under the heading "Share-Owner Information" on page 6472 of the
Company's Annual Report to Share Owners for the year ended December 31, 19982000
(the "Company's 19982000 Annual Report to Share Owners"), are incorporated herein by
reference.
During the fiscal year ended December 31, 1998,2000, no equity securities of the
Company were sold by the Company which were not registered under the Securities
Act of 1933, as amended.
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
"Selected Financial Data" for the years 19941996 through 1998,2000, on pages 3844 and
3945 of the Company's 19982000 Annual Report to Share Owners, is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- -----------------------------------------------------------------------
"Financial Review Incorporating Management's Discussion and Analysis" on
pages 2733 through 3743 of the Company's 19982000 Annual Report to Share Owners, is
incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
"Financial Risk Management" on page 3036 of the Company's 19982000 Annual Report
to Share Owners, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------
The following consolidated financial statements of the Company and its
subsidiaries, included in the Company's 19982000 Annual Report to Share Owners, are
incorporated herein by reference:
Consolidated Balance Sheets -- December 31, 19982000 and 1997.1999.
Consolidated Statements of Income -- Years ended December 31, 1998, 19972000,
1999 and 1996.1998.
Consolidated Statements of Cash Flows -- Years ended December 31, 1998, 19972000,
1999 and 1996.1998.
Consolidated Statements of Share-Owners' Equity -- Years ended
December 31, 1998, 19972000, 1999 and 1996.1998.
Notes to Consolidated Financial Statements.
12
Report of Independent Auditors.
"Quarterly Data (Unaudited)" on page 6169 of the Company's 19982000 Annual Report
to Share Owners, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- -----------------------------------------------------------------------
Not applicable.
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -----------------------------------------------------------
For information on Directors of the Company, the subsectionssubsection under the
heading "Election of Directors" entitled "Board of Directors" and "Recommendation of the Board of Directors
Concerning the Election of Directors" on pages 25 through
59 and under the heading "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 712 of the Company's Proxy Statement for the Annual Meeting
of Share Owners to be held April 21, 199918, 2001 (the "Company's 19992001 Proxy
Statement"), is incorporated herein by reference. See Item X in Part I hereof for
information regarding executive officers of the Company.
ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------
The subsection under the heading "Election of Directors" entitled
"Committees of the Board of Directors;"Information about Committees, Meetings and Compensation of Directors" on pages
8 through 1013 and 14, the portion of the section entitled "Executive Compensation" set
forth on pages 1116 through 1523, and under the subsection entitled "Compensation
Committee Interlocks and Insider Participation" on page 21pages 31 and 32 of the
Company's 19992001 Proxy Statement, are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The subsections under the heading "Election of Directors" entitled
"Ownership of Equity Securities in the Company" on pages 6 and 710 through 12 and
"Principal Share Owners" on page 8,pages 12 and 13, and the subsection under the
heading "Certain Investee Companies" entitled "Ownership of Securities in the
Investee Companies" on page 2233 of the Company's 19992001 Proxy Statement, are
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
The subsections under the heading "Election of Directors" entitled
"Committees of the Board of Directors;"Information about Committees, Meetings and Compensation of Directors" and
"Certain Transactions"Transactions and Relationships" on pages 813 through 10,15, the subsection
under the heading "Executive Compensation" entitled "Compensation Committee
Interlocks and Insider Participation" on page 21pages 31 and 32 and the section under
the heading "Certain Investee Companies" on pages 2132 and 2233 of the Company's
19992001 Proxy Statement, are incorporated herein by reference.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
- -----------------------------------------------------------------------
(a) 1. Financial Statements
The following consolidated financial statements of The Coca-Cola
Company and subsidiaries, included in the Company's 19982000 Annual Report
to Share Owners, are incorporated by reference in Part II, Item 8:
13
Consolidated Balance Sheets -- December 31, 19982000 and 1997.1999.
Consolidated Statements of Income -- Years ended December 31, 1998, 19972000,
1999 and 1996.1998.
Consolidated Statements of Cash Flows -- Years ended December 31, 1998, 19972000,
1999 and 1996.1998.
Consolidated Statements of Share-Owners' EquityShare-Owners'Equity -- Years ended
December 31, 1998, 19972000, 1999 and 1996.1998.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
2. The following consolidated financial statement schedule of The Coca-Cola
Company and subsidiaries is included in Item 14(d):
Schedule II -- Valuation and Qualifying Accounts. All other schedules
for which provision is made in the applicable accounting regulationregulations
of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been
omitted.
3. Exhibits
EXHIBIT NO.
- ----------
2.1 Amended and Restated Purchase Agreement, dated as of
December 11, 1998, among the Company, Atlantic Industries
and Cadbury Schweppes plc.-----------
3.1 Certificate of Incorporation of the Company, including
Amendment of Certificate of Incorporation, effective May 1,
1996 -- incorporated herein by reference to Exhibit 3 of the
Company's Form 10-Q Quarterly Report for the quarter ended
March 31, 1996. (With regard to applicable cross references
in this report, the Company's Current, Quarterly and Annual
Reports are filed with the Securities and Exchange Commission
under File No. 1-2217.)
3.2 By-Laws of the Company, as amended and restated through
DecemberFebruary 17, 19972000 -- incorporated herein by reference to
Exhibit 3.2 of the Company's Form 10-K Annual Report for the
year ended December 31, 1997.1999.
4.1 The Company agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of any instrument defining the
rights of holders of long-term debt of the Company and all of
its consolidated subsidiaries and unconsolidated subsidiaries
for which financial statements are required to be filed with
the Securities and Exchange Commission.
10.110.1.1 The Key Executive Retirement Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.2 of the
Company's Form 10-K Annual Report for the year ended December
31, 1995.*
14
16
EXHIBIT NO.
- -----------
10.1.2 Third Amendment to the Key Executive Retirement Plan of the
Company, dated as of July 9, 1998 -- incorporated herein by
reference to Exhibit 10.1.2 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.1.3 Fourth Amendment to the Key Executive Retirement Plan of the
Company, dated as of February 16, 1999 -- incorporated herein
by reference to Exhibit 10.1.3 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.1.4 Fifth Amendment to the Key Executive Retirement Plan of the
Company, dated as of January 25, 2000 -- incorporated herein by
reference to Exhibit 10.1.4 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.2 Supplemental Disability Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.3 of the
Company's Form 10-K Annual Report for the year ended December
31, 1991.*
10.3 Annual Performance Incentive Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.4 of the
Company's Form 10-K Annual Report for the year ended December
31, 1995.*
10.4 1987 Stock Option Plan of the Company, as amended and restated
through October 15, 1998April 20, 1999 -- incorporated herein by reference to
Exhibit 10.1 of the Company's Form 10-Q Quarterly Report for
the quarter ended September 30, 1998.*March 31, 1999*
10.5 1991 Stock Option Plan of the Company, as amended and restated
through October 15, 1998April 20, 1999 -- incorporated herein by reference to
Exhibit 10.2 of the Company's Form 10-Q Quarterly Report for
the quarter ended September 30, 1998.March 31, 1999.*
10.6 1999 Stock Option Plan of the Company, as amended and restated
through April 18, 2000 - incorporated herein by reference to
Exhibit 10 of the Company's Form 10-Q Quarterly Report for the
quarter ended March 31, 2000.*
10.7 1983 Restricted Stock Award Plan of the Company, as amended
through February 17, 2000 -- incorporated herein by reference
to Exhibit 10.1110.7 of the Company's Form 10-K Annual Report for
the year ended December 31, 1991.1999.*
10.7.110.8 1989 Restricted Stock Award Plan of the Company, as amended
through OctoberFebruary 17, 19962000 -- incorporated herein by reference
to Exhibit 10.11.110.8 of the Company's Form 10-K Annual Report for
the year ended December 31, 1996.1999.*
10.7.2 Resolutions, dated October 17, 1996, adopted by the
Restricted Stock Subcommittee of the Compensation
Committee of the Board of Directors of the Company --
incorporated herein by reference to Exhibit 10.11.2 of
the Company's Form 10-K Annual Report for the year ended
December 31, 1996.*
10.8.110.9.1 Compensation Deferral & Investment Program of the Company, as
amended, including Amendment Number Four dated November 28,
1995 -- incorporated herein by reference to Exhibit 10.13 of
the Company's Form 10-K Annual Report for the year ended
December 31, 1995.*
10.8.210.9.2 Amendment Number 5 to the Compensation Deferral & Investment
Program of the Company, effective as of January 1, 1998 --
incorporated herein by reference to Exhibit 10.8.2 of the
Company's Form 10-K Annual Report for the year ended December
31, 1997.*
10.910.10 Special Medical Insurance Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.16 of the
Company's Form 10-K Annual Report for the year ended December
31, 1995.*
10.10.110.11.1 Supplemental Benefit Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.17 of the
Company's Form 10-K Annual Report for the year ended December
31, 1993.*
10.10.217
EXHIBIT NO.
- -----------
10.11.2 Amendment Number Five to the Supplemental Benefit Plan of the
Company -- incorporated herein by reference to Exhibit 10.17.2
of the Company's Form 10-K Annual Report for the year ended
December 31, 1996.*
10.1110.11.3 Amendment Number Six to the Supplemental Benefit Plan of the
Company, dated as of July 1, 1998 -- incorporated herein by
reference to Exhibit 10.11.3 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.11.4 Amendment Number Seven to the Supplemental Benefit Plan of the
Company, dated January 24, 2000 -- incorporated herein by
reference to Exhibit 10.11.4 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.11.5 Amendment Number Eight to the Supplemental Benefit Plan of the
Company, dated January 25, 2000 -- incorporated herein by
reference to Exhibit of 10.11.5 of the Company's Form 10-K
Annual Report for the year ended December 31, 1999.*
10.12 Retirement Plan for the Board of Directors of the Company, as
amended -- incorporated herein by reference to Exhibit 10.22 of
the Company's Form 10-K Annual Report for the year ended
December 31, 1991.*
10.1210.13 Deferred Compensation Plan for Non-Employee Directors of the
Company, adopted as of October 16, 1997 -- incorporated herein
by reference to Exhibit 10.12 of the Company's Form 10-K Annual
Report for the year ended December 31, 1997.*
15
EXHIBIT NO.
- -----------
10.1310.14 Deferred Compensation Agreement for Officers or Key Executives
of the Company -- incorporated herein by reference to Exhibit
10.20 of the Company's Form 10-K Annual Report for the year
ended December 31, 1993.*
10.1410.15 Long Term Performance Incentive Plan of the Company, as amended
February 16, 1994and restated effective April 21, 1999 -- incorporated herein by
reference to Exhibit 10.2110.4 of the Company's Form 10-Q Quarterly
Report for the quarter ended March 31, 1999.*
10.16 Executive Performance Incentive Plan of the Company, as amended
and restated effective April 21, 1999 -- incorporated herein by
reference to Exhibit 10.5 of the Company's Form 10-Q Quarterly
Report for the quarter ended March 31, 1999.*
10.17.1 Letter Agreement, dated December 6, 1999, between the Registrant
and M. Douglas Ivester -- incorporated herein by reference to
Exhibit 10.17.1 of the Company's Form 10-K Annual Report for
the year ended December 31, 1993.1999.*
10.15 Executive Performance Incentive Plan of10.17.2 Letter Agreement, dated December 15, 1999, between the
Company,
as amendedRegistrant and M. Douglas Ivester -- incorporated herein by
reference to Exhibit 10.2210.17.2 of the Company's Form 10-K Annual
Report for the year ended December 31, 1994.1999.*
10.1610.17.3 Letter Agreement, dated February 17, 2000, between the
Registrant and M. Douglas Ivester -- incorporated herein by
reference to Exhibit 10.17.3 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.18 Group Long-Term Performance Incentive Plan of the Company, as
amended and restated effective February 17, 2000 -- incorporated
herein by reference to Exhibit 10.18 of the Company's Form 10-K
Annual Report for the year ended December 31, 1999.*
10.19 Executive Incentive Plan of the Company, adopted as of February
14, 2001.*
18
Exhibit No.
- ----------
10.20 Restricted Stock Agreement, dated December 20, 2000, between the
Company and Charles S. Frenette.*
10.21 Form of United States Master Bottle Contract, as amended,
between the Company and Coca-Cola Enterprises Inc. ("Coca-Cola
Enterprises") or its subsidiaries -- incorporated herein by
reference to Exhibit 10.24 of Coca-Cola Enterprises' Annual
Report on Form 10-K for the fiscal year ended December 30, 1988
(File No. 01-09300).
12.1 Computation of Ratios of Earnings to Fixed Charges for the years
ended December 31, 2000, 1999, 1998, 1997 1996, 1995 and 1994.1996.
13.1 Portions of the Company's 19982000 Annual Report to Share Owners
expressly incorporated by reference herein: Pages 2733 through
59, 61, 6467, 69, 72 and 65the inside back cover (definitions of "Dividend
Payout Ratio," "Economic Profit," "Free Cash Flow," "Interest
Coverage Ratio," "Net Capital," "Net Debt, and Net Capital," "Return on Capital,"
"Return on Common Equity," "Total Capital" and "Total Market
Value of Common Stock").
21.1 List of subsidiaries of the Company as of December 31, 1998.2000.
23.1 Consent of Independent Auditors.
24.1 Powers of Attorney of Officers and Directors signing this
report.
27.1 Restated Financial Data Schedule for the year ended
December 31, 1996, submitted to the Securities and
Exchange Commission in electronic format.
27.2 Restated Financial Data Schedule for the year ended
December 31, 1997, submitted to the Securities and
Exchange Commission in electronic format.
27.3 Financial Data Schedule for the year ended December 31,
1998, submitted to the Securities and Exchange Commission
in electronic format.
99.1 Cautionary Statement Relative to Forward-Looking Statements.
- -------------------
* Management--------------------------------------------------------------------------------
*Management contracts and compensatory plans and arrangements required to be
filed as exhibits pursuant to Item 14(c) of this report.
16
(b) Reports on Form 8-K.8-K -- The Company filed a reportdid not file any reports on Form 8-K
on December 15, 1998.
Item 5. Other Events -- On December 11, 1998,during the Company and
Cadbury Schweppes plc announced that they signed an
agreement for the Company to acquire beverage brands of
Cadbury Schweppes in countries around the world (except
in the United States, France and South Africa), plus
concentrate plants in Ireland and Spain, for approximately
$1.85 billion.
On December 11, 1998, the Company also announced its
expectations for fourth-quarter worldwide volume and
earnings trends.
Item 7. Financial Statements and Exhibits - Exhibits 99.1
and 99.2: Press releaseslast quarter of the Company issued
December 11, 1998.period covered by this report.
(c) Exhibits -- The response to this portion of Item 14 is submitted as a
separate section of this report.
(d) Financial Statement Schedule -- The response to this portion of Item 14
is submitted as a separate section of this report.
17
19
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.
THE COCA-COLA COMPANY
(Registrant)
By: /s/ M. DOUGLAS IVESTER
----------------------
M.N. DAFT
-------------------------
DOUGLAS IVESTERN. DAFT
Chairman, Board of Directors, Chief
Executive Officer and a Director
Date: March 29, 19997, 2001
Pursuant to the 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.
/s/ M. DOUGLAS IVESTERN. DAFT *
- ---------------------- ----------------------
M.----------------------------------- ---------------------------------
DOUGLAS IVESTERN. DAFT CATHLEEN P. BLACK
Chairman, Board of Directors, Chief Director
Chief
Executive Officer and a Director
(Principal Executive Officer)
March 29, 19997, 2001 March 29, 19997, 2001
/s/ JAMES E. CHESTNUTGARY P. FAYARD *
- ---------------------- ----------------------
JAMES E. CHESTNUT----------------------------------- ------------------------------------
GARY P. FAYARD WARREN E. BUFFETT
Senior Vice President and Chief Director
Chief
Financial Officer
(Principal Financial Officer)
March 29, 19997, 2001 March 29, 19997, 2001
/s/ GARY P. FAYARDCONNIE D. McDANIEL *
- ---------------------- ----------------------
GARY P. FAYARD----------------------------------- ------------------------------------
CONNIE D. McDANIEL SUSAN B. KING
Vice President and Controller Director
(Principal Accounting Officer)
March 29, 19997, 2001 March 29, 19997, 2001
* *
- ---------------------- --------------------------------------------------------- ----------------------------------
HERBERT A. ALLEN DONALD F. MCHENRYMcHENRY
Director Director
March 29, 19997, 2001 March 29, 19997, 2001
* *
- ---------------------- --------------------------------------------------------- -----------------------------------
RONALD W. ALLEN SAM NUNN
Director Director
March 29, 19997, 2001 March 29, 1999
18
7, 2001
20
* *
- ---------------------- --------------------------------------------------------- -----------------------------------
PAUL F. OREFFICE PETER V. UEBERROTH
Director Director
March 29, 19997, 2001 March 29, 19997, 2001
* *
- ---------------------- --------------------------------------------------------- -----------------------------------
JAMES D. ROBINSON III JAMES B. WILLIAMS
Director Director
March 29, 19997, 2001 March 29, 19997, 2001
* By: /s/ CAROL C. HAYES
----------------------------------------------
CAROL C. HAYES
Attorney-in-fact
March 29, 1999
19
7, 2001
21
[This Page Intentionally Left Blank]
ANNUAL REPORT ON FORM 10-K
ITEM 14(d)
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 19982000
THE COCA-COLA COMPANY AND SUBSIDIARIES
SCHEDULE II--VALUATIONII -- VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended December 31, 19982000
(in millions)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------
Additions
----------------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
------------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning of Costs and to Other Deductions at End
Description Period Expenses Accounts (NoteBALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS (NOTE 1) of PeriodOF PERIOD
- ----------- ------------ --------------------- -------- ---------- ---------
RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY
APPLY
Allowance for losses on:
Trade accounts receivable..receivable........ $ 2326 $ 337 $ -4 $ 165 $ 1062
Miscellaneous investments and
other assets........... 301 76assets................... 322 23 - 102 27551 294
Deferred tax assets........ 21assets.............. 443 353 - - 3 18
---- --- --- ---- ----155 641
----- ----- ----- ----- -----
$ 345791 $ 79413 $ -4 $ 121211 $ 303
==== === === ==== ====997
===== ===== ===== ===== =====
- ----------------------------------------
[FN]
Note 1 - The amounts shown in Column D consist of the following:
Trade Miscellaneous Deferred
Accounts Investments Tax
Receivable and Other Assets Assets TotalTRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- ------------
Charge off of uncollectible accounts..accounts....... $ 6 $ 234 $ - $ 29- $ 4
Write-off of impaired assets..........assets............... - 7051 - 7051
Other transactions.................... 10 9 3 22
---transactions......................... 1 - 155 156
---- --- ---- ----- -----
$ 165 $ 10251 $ 3155 $ 121
===211
==== === ==== ===== =====
F-1
SCHEDULE II--VALUATIONII -- VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended DecemberYEAR ENDED DECEMBER 31, 1997
(in millions)1999
(IN MILLIONS)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------
Additions
-----------------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
------------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning of Costs and to Other Deductions at End
Description Period Expenses Accounts (NoteBALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS (NOTE 1) of PeriodOF PERIOD
- ----------- ------------ --------------------- -------- ---------- ---------
RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY
APPLY
Allowance for losses on:
Trade accounts receivable..receivable........ $ 3010 $ 413 $ -5 $ 112 $ 2326
Miscellaneous investments and
other assets........... 339 41 - 79 301assets................... 275 43 88 84 322
Deferred tax assets........assets.............. 18 3443 - - 21
---- --- --- --- ----18 443
----- ----- ----- ----- -----
$ 387303 $ 48499 $ -93 $ 90104 $ 345
==== === === === ====791
===== ===== ===== ===== =====
- --------------------------
[FN]
Note 1 - The amounts shown in Column D consist of the following:
Trade Miscellaneous Deferred
Accounts Investments Tax
Receivable and Other Assets Assets TotalTRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- ------------
Charge off of uncollectible accounts..accounts....... $ 43 $ 2 $ - $ - $ 45
Write-off of impaired assets..........assets............... - 6581 - 6581
Other transactions.................... 7 14 - 21
--- --- --- ---transactions......................... (1) 1 18 18
---- ---- ---- -----
$ 112 $ 7984 $ -18 $ 90
=== === === ===104
==== ==== ==== =====
F-2
SCHEDULE II--VALUATIONII -- VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended DecemberYEAR ENDED DECEMBER 31, 1996
(in millions)1998
(IN MILLIONS)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------
Additions
-----------------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
------------------------
(1) (2)
Balance at Charged to Charged Balance
Beginning of Costs and to Other Deductions at End
Description Period Expenses Accounts (NoteBALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS (NOTE 1) of PeriodOF PERIOD
- ----------- ------------ --------------------- -------- ---------- ---------
RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY
APPLY
Allowance for losses on:
Trade accounts receivable..receivable........ $ 3423 $ 93 $ - $ 1316 $ 3010
Miscellaneous investments and
other assets........... 55 287assets................... 301 76 - 102 275
Deferred tax assets.............. 21 - - 3 339
Deferred tax assets........ 42 - - 24 18
---- ---- --- --- --------- ----- ----- ----- -----
$ 131345 $ 29679 $ - $ 40121 $ 387
==== ==== === === ====303
===== ===== ===== ===== =====
- --------------------------
[FN]
Note 1 - The amounts shown in Column D consist of the following:
Trade Miscellaneous Deferred
Accounts Investments Tax
Receivable and Other Assets Assets TotalTRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- ------------
Charge off of uncollectible accounts..accounts....... $ 6 $ -23 $ - $ 6
Foreign exchange adjustments.......... 129
Write-off of impaired assets............... - 70 - 170
Other transactions.................... 6transactions......................... 10 9 3 24 33
--- --- --- ---22
---- ----- ---- -----
$ 1316 $ 102 $ 3 $ 24 $ 40
=== === === ===121
==== ===== ==== =====
F-3
EXHIBIT INDEX
DESCRIPTION-------------
EXHIBIT NO. DESCRIPTION
- ----------- 2.1 Amended and Restated Purchase Agreement, dated as of
December 11, 1998, among the Company, Atlantic
Industries and Cadbury Schweppes plc.-----------
3.1 Certificate of Incorporation of the Company, including
Amendment of Certificate of Incorporation, effective May 1,
1996 -- incorporated herein by reference to Exhibit 3 of the
Company's Form 10-Q Quarterly Report for the quarter ended
March 31, 1996. (With regard to applicable cross references
in this report, the Company's Current, Quarterly and Annual
Reports are filed with the Securities and Exchange Commission
under File No. 1-2217.)
3.2 By-Laws of the Company, as amended and restated through
DecemberFebruary 17, 19972000 -- incorporated herein by reference to
Exhibit 3.2 of the Company's Form 10-K Annual Report for the
year ended December 31, 1997.1999.
4.1 The Company agrees to furnish to the Securities and Exchange
Commission, upon request, a copy of any instrument defining the
rights of holders of long-term debt of the Company and all of
its consolidated subsidiaries and unconsolidated subsidiaries
for which financial statements are required to be filed with
the Securities and Exchange Commission.
10.110.1.1 The Key Executive Retirement Plan of the Company, as amended
-- incorporated herein by reference to Exhibit 10.2 of the
Company's Form 10-K Annual Report for the year ended December
31, 1995.*
10.1.2 Third Amendment to the Key Executive Retirement Plan of the
Company, dated as of July 9, 1998 -- incorporated herein by
reference to Exhibit 10.1.2 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.1.3 Fourth Amendment to the Key Executive Retirement Plan of the
Company, dated as of February 16, 1999 -- incorporated herein
by reference to Exhibit 10.1.3 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.1.4 Fifth Amendment to the Key Executive Retirement Plan of the
Company, dated as of January 25, 2000 -- incorporated herein by
reference to Exhibit 10.1.4 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.2 Supplemental Disability Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.3 of the
Company's Form 10-K Annual Report for the year ended December
31, 1991.*
10.3 Annual Performance Incentive Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.4 of the
Company's Form 10-K Annual Report for the year ended December
31, 1995.*
10.4 1987 Stock Option Plan of the Company, as amended and restated
through October 15, 1998April 20, 1999 -- incorporated herein by reference to
Exhibit 10.1 of the Company's Form 10-Q Quarterly Report for
the quarter ended September 30,
1998.*
EXHIBIT NO.
- -----------March 31, 1999*
10.5 1991 Stock Option Plan of the Company, as amended and restated
through October 15, 1998April 20, 1999 -- incorporated herein by reference to
Exhibit 10.2 of the Company's Form 10-Q Quarterly Report for
the quarter ended September 30,
1998.March 31, 1999.*
EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.6 1999 Stock Option Plan of the Company, as amended and restated
through April 18, 2000 - incorporated herein by reference to
Exhibit 10 of the Company's Form 10-Q Quarterly Report for the
quarter ended March 31, 2000.*
10.7 1983 Restricted Stock Award Plan of the Company, as amended
through February 17, 2000 -- incorporated herein by reference
to Exhibit 10.1110.7 of the Company's Form 10-K Annual Report for
the year ended December 31, 1991.1999.*
10.7.110.8 1989 Restricted Stock Award Plan of the Company, as amended
through OctoberFebruary 17, 19962000 -- incorporated herein by reference
to Exhibit 10.11.110.8 of the Company's Form 10-K Annual Report for
the year ended December 31, 1996.1999.*
10.7.2 Resolutions, dated October 17, 1996, adopted by the
Restricted Stock Subcommittee of the Compensation
Committee of the Board of Directors of the Company --
incorporated herein by reference to Exhibit 10.11.2
of the Company's Form 10-K Annual Report for the year
ended December 31, 1996.*
10.8.110.9.1 Compensation Deferral & Investment Program of the Company, as
amended, including Amendment Number Four dated November 28,
1995 -- incorporated herein by reference to Exhibit 10.13 of
the Company's Form 10-K Annual Report for the year ended
December 31, 1995.*
10.8.210.9.2 Amendment Number 5 to the Compensation Deferral & Investment
Program of the Company, effective as of January 1, 1998 --
incorporated herein by reference to Exhibit 10.8.2 of the
Company's Form 10-K Annual Report for the year ended December
31, 1997.*
10.910.10 Special Medical Insurance Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.16 of the
Company's Form 10-K Annual Report for the year ended December
31, 1995.*
10.10.110.11.1 Supplemental Benefit Plan of the Company, as amended --
incorporated herein by reference to Exhibit 10.17 of the
Company's Form 10-K Annual Report for the year ended December
31, 1993.*
10.10.210.11.2 Amendment Number Five to the Supplemental Benefit Plan of the
Company -- incorporated herein by reference to Exhibit 10.17.2
of the Company's Form 10-K Annual Report for the year ended
December 31, 1996.*
10.1110.11.3 Amendment Number Six to the Supplemental Benefit Plan of the
Company, dated as of July 1, 1998 -- incorporated herein by
reference to Exhibit 10.11.3 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.11.4 Amendment Number Seven to the Supplemental Benefit Plan of the
Company, dated January 24, 2000 -- incorporated herein by
reference to Exhibit 10.11.4 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.11.5 Amendment Number Eight to the Supplemental Benefit Plan of the
Company, dated January 25, 2000 -- incorporated herein by
reference to Exhibit of 10.11.5 of the Company's Form 10-K
Annual Report for the year ended December 31, 1999.*
10.12 Retirement Plan for the Board of Directors of the Company, as
amended -- incorporated herein by reference to Exhibit 10.22 of
the Company's Form 10-K Annual Report for the year ended
December 31, 1991.*
-2-
EXHIBIT NO.
- -----------
10.1210.13 Deferred Compensation Plan for Non-Employee Directors of the
Company, adopted as of October 16, 1997 -- incorporated herein
by reference to Exhibit 10.12 of the Company's Form 10-K Annual
Report for the year ended December 31, 1997.*
10.13EXHIBIT NO. DESCRIPTION
- ----------- -----------
10.14 Deferred Compensation Agreement for Officers or Key Executives
of the Company -- incorporated herein by reference to Exhibit
10.20 of the Company's Form 10-K Annual Report for the year
ended December 31, 1993.*
10.1410.15 Long Term Performance Incentive Plan of the Company, as amended
February 16, 1994and restated effective April 21, 1999 -- incorporated herein by
reference to Exhibit 10.2110.4 of the Company's Form 10-Q Quarterly
Report for the quarter ended March 31, 1999.*
10.16 Executive Performance Incentive Plan of the Company, as amended
and restated effective April 21, 1999 -- incorporated herein by
reference to Exhibit 10.5 of the Company's Form 10-Q Quarterly
Report for the quarter ended March 31, 1999.*
10.17.1 Letter Agreement, dated December 6, 1999, between the Registrant
and M. Douglas Ivester -- incorporated herein by reference to
Exhibit 10.17.1 of the Company's Form 10-K Annual Report for
the year ended December 31, 1993.1999.*
10.15 Executive Performance Incentive Plan of10.17.2 Letter Agreement, dated December 15, 1999, between the
Company,
as amendedRegistrant and M. Douglas Ivester -- incorporated herein by
reference to Exhibit 10.2210.17.2 of the Company's Form 10-K Annual
Report for the year ended December 31, 1994.1999.*
10.1610.17.3 Letter Agreement, dated February 17, 2000, between the
Registrant and M. Douglas Ivester -- incorporated herein by
reference to Exhibit 10.17.3 of the Company's Form 10-K Annual
Report for the year ended December 31, 1999.*
10.18 Group Long-Term Performance Incentive Plan of the Company, as
amended and restated effective February 17, 2000 -- incorporated
herein by reference to Exhibit 10.18 of the Company's Form 10-K
Annual Report for the year ended December 31, 1999.*
10.19 Executive Incentive Plan of the Company, adopted as of February
14, 2001.*
10.20 Restricted Stock Agreement, dated December 20, 2000, between the
Company and Charles S. Frenette.*
10.21 Form of United States Master Bottle Contract, as amended,
between the Company and Coca-Cola Enterprises Inc. ("Coca-Cola
Enterprises") or its subsidiaries -- incorporated herein by
reference to Exhibit 10.24 of Coca-Cola Enterprises' Annual
Report on Form 10-K for the fiscal year ended December 30, 1988
(File No. 01-09300).
12.1 Computation of Ratios of Earnings to Fixed Charges for the years
ended December 31, 2000, 1999, 1998, 1997 1996,
1995 and 1994.1996.
13.1 Portions of the Company's 19982000 Annual Report to Share Owners
expressly incorporated by reference herein: Pages 2733 through
59, 61, 6467, 69, 72 and 65the inside back cover (definitions of "Dividend
Payout Ratio," "Economic Profit," "Free Cash Flow," "Interest
Coverage Ratio," "Net Capital," "Net Debt, and Net Capital," "Return on Capital,"
"Return on Common Equity," "Total Capital" and "Total Market
Value of Common Stock").
21.1 List of subsidiaries of the Company as of December 31, 1998.2000.
23.1 Consent of Independent Auditors.
24.1 Powers of Attorney of Officers and Directors signing this
report.
27.1 Restated Financial Data Schedule for the year ended
December 31, 1996, submitted to the Securities and
Exchange Commission in electronic format.
27.2 Restated Financial Data Schedule for the year ended
December 31, 1997, submitted to the Securities and
Exchange Commission in electronic format.
-3-
EXHIBIT NO.
- -----------
27.3 Financial Data Schedule for the year ended December
31, 1998, submitted to the Securities and Exchange
Commission in electronic format.
99.1 Cautionary Statement Relative to Forward-Looking Statements.
- -------------------
* Management contracts and compensatory plans and arrangements
required to be filed as exhibits pursuant to Item 14(c) of
this report.
-4-