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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-2217
THE COCA-COLA COMPANY
(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) 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) 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) 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. [X]
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT (ASSUMING FOR THESE PURPOSES, BUT WITHOUT CONCEDING, THAT
ALL EXECUTIVE OFFICERS AND DIRECTORS ARE "AFFILIATES" OF THE REGISTRANT)
AS OF MARCH 3, 1995 (BASED ON THE CLOSING SALE PRICE AS REPORTED ON THE
NEW YORK STOCK EXCHANGE ON SUCH DATE) WAS $59,661,653,436.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF
MARCH 3, 1995 WAS 1,272,442,061.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHARE OWNERS FOR THE YEAR ENDED
DECEMBER 31, 1994, ARE INCORPORATED BY REFERENCE IN PARTS I, II AND IV.
PORTIONS OF THE COMPANY'S PROXY STATEMENT FOR THE ANNUAL MEETING OF SHARE
OWNERS TO BE HELD ON APRIL 19, 1995, ARE INCORPORATED BY REFERENCE IN
PART III.
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PART I
ITEM 1. BUSINESS
The Coca-Cola Company (the "Company" or the "Registrant") 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. The Company is the largest manufacturer,
marketer and distributor of carbonated soft drink concentrates and syrups
in the world. Its soft drink products, sold in the United States since
1886, are now sold in more than 195 countries around the world and are the
leading carbonated soft drink products in most of these countries. Within
the last several years, the Company has gained entry into Romania as well
as re-entry into several countries including Vietnam, India and South
Africa. The Company also manufactures, produces, markets and distributes
juice and juice drink products.
SOFT DRINKS
General Business Description
The Company manufactures soft drink concentrates and syrups, and in
certain instances, finished beverages, which it sells to bottling and
canning operations, and manufactures fountain soft drink syrups, which it
sells to authorized fountain wholesalers and some fountain retailers.
Syrups are composed of sweetener, water and flavoring concentrate.
Bottling and canning operations, whether independent or Company-owned,
combine the syrup with carbonated water or combine the concentrate with
sweetener and carbonated water, and package the final soft drink product in
authorized cans, refillable and non-refillable glass bottles and plastic
containers for sale to retailers. Fountain wholesalers sell soft drink
syrups to fountain retailers, who sell soft drinks to consumers in cups and
glasses.
The Company's soft drink products, including bottled and canned
beverages produced by independent and Company-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 Coke light in many territories
outside the United States), caffeine free diet Coke, Cherry Coke, diet
Cherry Coke, Sprite, diet Sprite, Mr. PiBB, Mello Yello, Fanta brand soft
drinks, Hi-C brand fruit drinks, TAB, caffeine free TAB, OK soda, Fresca,
PowerAde, Fruitopia, Minute Maid flavors and other products developed for
specific markets, including Georgia brand coffee, a non-carbonated drink.
Coca-Cola Nestle Refreshments ("CCNR"), the Company's 50% joint venture
with Nestle S.A., produces ready-to-drink teas and coffees in certain
countries.
The Company's soft drink products accounted for 89% of the Company's net
operating revenues in 1994, 88% in 1993 and 87% in 1992. Soft drink
products accounted for 97% of the Company's operating income in 1994, 1993
and 1992. In 1994, products bearing the trademark "Coca-Cola" accounted
for approximately 71% of the soft drink operations' gallon shipments
worldwide.
In 1994, sales of the Company's soft drink products in the United States
accounted for approximately 30% of the Company's soft drink gallon
shipments. In 1994, the Company's principal markets outside the United
States, in terms of gallon shipments, were Mexico, Japan, Germany and
Brazil, which together accounted for approximately 39% of the remaining 70%
of soft drink gallon shipments. Net operating revenues outside the United
States, including an immaterial amount from Coca-Cola Foods, were 68% of
total net operating revenues in 1994, and 67% in 1993 and 1992. Operating
income attributable to soft drink products outside the United States
amounted to 79% of total operating income from all geographic areas in
1994, 78% in 1993 and 79% in 1992.
In the United States, in 1994, the Company made approximately 64%
of its gallon shipments of soft drink concentrates and syrups to
bottlers in approximately 398 licensed territories. Those bottlers
prepare and sell the products for the food store and vending machine
distribution channels and for other distribution channels supplying
home and on-premise consumption. The remaining 36% was sold to fountain
retailers and to approximately 1,000 authorized fountain wholesalers,
some of whom are bottlers, who in turn sold the syrup to restaurants
and other fountain retailers, including fast food restaurants.
Coca-Cola Enterprises Inc. ("Coca-Cola Enterprises") and its
bottling subsidiaries and divisions account for approximately 39% of the
Company's total gallon shipments of soft drink concentrates and syrups
sold in the United States. The Company holds an approximate 44% ownership
interest in Coca-Cola Enterprises, which is the world's largest bottler of
Company soft drink products. Outside the United States, soft drink
concentrate is sold to independently owned bottling and canning operations
and to Company-owned operations.
In the United States, approximately 78% of the Company's fountain syrups
are sold through national or regional retail chains. The remaining 22% of
the Company's fountain syrups are sold through local outlets, which account
for approximately 55% of the total number of retail fountain outlets that
sell the Company's fountain products.
In addition to conducting its own independent advertising and marketing
activities, the Company may provide promotional and marketing services
and/or funds and consultation to its bottlers and fountain retailers. It
may also develop and introduce new products, packages and equipment to
assist its bottlers, fountain wholesalers and fountain retailers.
The profitability of the Company's business outside the United States is
subject to many factors, including governmental trade regulations and
monetary policies, economic conditions in the countries in which such
business is conducted and the risk of changes in currency exchange rates
and regulations.
Agreements with Bottlers and Fountain Wholesalers of Soft Drink Products
The bottling subsidiaries and divisions of Coca-Cola Enterprises and
bottlers for 71 other territories in the United States have entered into
substantially similar bottling contracts (the form of these contracts being
referred to herein individually as the "1987 Contract") with the Company
which differ from some other bottling contracts in force between the
Company and its other bottlers in the United States. The 1987 Contract
grants exclusive territorial rights to manufacture, market and distribute
beverages bearing the trademarks "Coca-Cola" or "Coke" ("Coca-Cola
Trademark Beverages") and provides that bottlers purchase all concentrates
and syrups for Coca-Cola Trademark Beverages from the Company at prices and
with terms of payment and other terms and conditions of supply as
determined from time to time by the Company. The 1987 Contract is
perpetual, subject to termination by the Company in the event of default.
Events of default include: (1) bottlers' insolvency, dissolution,
receivership or the like; (2) any disposition by bottlers or any of their
bottler subsidiaries of any voting securities of any bottler subsidiary
without the consent of the Company; and (3) any material breach of any
obligation under the 1987 Contract. The Company has the right to terminate
the 1987 Contract of any bottler if a person or affiliated group acquires
or obtains any right to acquire beneficial ownership of more than 10% of
any class or series of voting securities of the bottler unless authorized
by the Company. The Company has agreed with Coca-Cola Enterprises,
Coca-Cola Bottling Co. Consolidated ("Consolidated") and Swire Pacific
Limited ("Swire") that this provision will not apply with respect to the
ownership of any class or series of voting securities of Coca-Cola
Enterprises, Consolidated or Swire, or any corporation, not a direct or
indirect subsidiary of Swire, owning stock in Swire. The Company has no
obligation under the 1987 Contract to participate with bottlers in
expenditures for advertising and marketing, but it may, at its discretion,
contribute such expenditures and undertake independent advertising and
marketing activities, as well as cooperative advertising and sales
promotion programs. Under the 1987 Contract, each bottler is obligated to
cause any United States bottler of which it acquires control to amend that
bottler's contract for Coca-Cola Trademark Beverages to conform to the
terms of the 1987 Contract. The 1987 Contract is not assignable without
the prior consent of the Company. The 1987 Contract has been signed by
bottlers representing approximately 74% of domestic gallon shipments for
bottled and canned beverages, including Coca-Cola Enterprises which
represents approximately 54% of domestic gallon shipments for bottled and
canned beverages.
Prior to 1978, contracts with bottlers in the United States provided
for a fixed price for the sale of Coca-Cola syrup used in bottles and
cans, subject to quarterly adjustments to reflect changes in the quoted
price of sugar. By December 31, 1994, bottlers representing approxi-
mately 98% of the Company's Coca-Cola bottler gallon shipments in the
United States were parties to contracts with the Company, including the
1987 Contract, which provide certain additional pricing flexibility. This
percentage includes bottlers which had entered into amendments to their
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contracts relating to brand Coca-Cola (the "1978 Amendment") that provide
certain additional pricing flexibility to, and impose additional marketing
obligations on, the Company with respect to Coca-Cola concentrate and syrup.
Under the 1978 Amendment, concentrate or syrup is sold to the bottler by
the Company at a price established in 1978 and adjusted annually by the
Company up to a maximum ceiling price indexed to reflect increases in the
Consumer Price Index from 1978 and, in the case of syrup, adjusted
quarterly based upon changes in the average price per pound of fine
granulated cane and beet sugar in the United States. In the event the
Company modifies the syrup formula to substitute another sweetening
ingredient in whole or in part for sugar, the 1978 Amendment requires
the Company to adjust the pricing formula so as to give the bottler the
benefit of any cost savings realized as a result of such modification.
By December 31, 1994, bottlers in the United States representing
approximately 98% of the Company's one-calorie cola-flavored gallon
shipments in the United States either had entered into the 1987 Contract or
had executed an amendment to their contracts to include under those
contracts bottling rights for all of the Company's one-calorie and caffeine
free cola-flavored products in bottles and cans and to provide formula
pricing (based on an initial price for beverage base or syrup established
in 1983, adjusted annually by the Company to a maximum ceiling price
indexed to reflect increases in the Consumer Price Index and the volume of
one-calorie beverage base or syrup sold by the Company and adjusted
quarterly to reflect changes in the price of sweetener) and minimum
marketing obligations on the Company with respect to these products.
In 1979, the Company authorized its bottlers who had agreed to the 1978
Amendment to produce syrup for Coca-Cola from concentrate. This
authorization allows such bottlers to purchase concentrate from the Company
and sweetener on the open market. Bottlers responsible for most of the
volume in the United States purchase sweeteners through the Company under a
pass-through arrangement and, accordingly, related collections from
bottlers and payments to suppliers are not included in the Company's
consolidated statements of income. Bottlers in the United States
representing approximately 97% of the Company's sugar-sweetened cola-
flavored gallon shipments in the United States produce syrup from
concentrate (or have the syrup manufactured from concentrate by an
authorized agent) or have notified the Company of their intentions to do
so.
Standard contracts with bottlers in the United States for the sale of
concentrate and syrup for non-cola-flavored products in bottles and cans
permit flexible pricing by the Company.
In the United States, the Company sells syrup to approximately 1,000
fountain wholesalers pursuant to a non-exclusive annual letter of
appointment, which does not restrict the pricing of fountain syrups by the
Company and does not restrict the territory in which the wholesaler may
resell in the United States. In addition, the Company has contracted in
about 280 territories with bottlers of Coca-Cola for the local bottler to
provide certain marketing and operational services to local retail accounts
and to other wholesalers in those territories that otherwise would be
performed by Company employees. Such contracts typically extend for more
than one year's duration.
Standard contracts with bottlers outside the United States for the sale
of concentrate and syrup for Company soft drink products generally do not
contain restrictions on the Company for the pricing of syrup and
concentrate and have stated durations. Outside the United States, with
some exceptions, distribution of the Company's products for sale in cups
and glasses is handled through bottlers, on a non-exclusive basis, under
the terms of the bottlers' agreements with the Company.
Significant Equity Investments and Company Bottling Operations
The Company is committed to continuing to strengthen its existing strong
bottler system. Over the last decade, bottling investments have
represented a significant portion of the Company's capital investments.
The principal objective of these investments is to ensure strong and
efficient production, distribution and marketing systems in order to
maximize long-term growth in volume, cash flows and share-owner value of
the bottler and the Company.
When considered appropriate, the Company makes equity investments
in bottling companies. Through these investments, the Company is able
to help focus and improve sales and marketing programs, assist in the
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development of effective business and information systems and help
establish capital structures appropriate for these respective operations.
For example, the joint venture known as the Coca-Cola Bottling Companies of
Egypt was formed in the second quarter of 1994 following the privatization
of the Egyptian bottler, which was previously government-owned. The
Company is a minority shareholder, with MAC Investments of Egypt as a
majority shareholder.
In restructuring the bottling system, the Company occasionally takes
temporary majority ownership positions in bottlers. The length of
ownership is influenced by various factors, including operational changes,
management changes and the process of identifying appropriate new investors
and/or operators. These investments are generally accounted for by the
equity method and relate primarily to temporary majority interests that
management intends to reduce below 50%. For example, the Company reduced
its voting interest to below 50% in Coca-Cola Amatil Limited in early 1995
and in The Coca-Cola Bottling Company of New York, Inc. in January 1994,
consistent with its stated intention of ending temporary control after
completing certain organizational changes.
In certain situations, owning a controlling interest in bottling
operations is advantageous, compensating for limited local resources or
facilitating improvements in customer relationships.
As the process of restructuring majority-owned bottlers is completed,
the Company will consider selling its majority interests to other companies
within the Company's bottling system or selling shares of such bottlers to
the public. In 1994, the Company sold a controlling 51% interest in the
previously wholly owned bottler in Argentina, Coca-Cola S.A. Industrial,
Comercial y Financiera, to Coca-Cola FEMSA, S.A. de C.V. ("Coca-Cola
FEMSA"), a Mexican holding company. Early in the first quarter of 1995 the
Company sold its wholly owned bottling operations in Poland to Coca-Cola
Amatil Limited for total consideration of approximately U.S. $238 million,
subject to adjustment.
The Company's consolidated bottling and fountain operations produced and
distributed approximately 16% of worldwide unit case volume and, together
with consolidated canning operations, generated approximately $5.6 billion
in revenues in 1994.
The Company also has substantial equity positions in bottlers that
represent approximately 43% of U.S. unit case volume. Cost and equity
investee bottlers, including entities in which the Company holds, or during
1994 held, a temporary majority interest, produced and distributed
approximately 36% of the Company's worldwide unit case volume in 1994.
Coca-Cola Enterprises. The Company's ownership interest in Coca-Cola
Enterprises is approximately 44%. Coca-Cola Enterprises is the world's
largest bottler of the Company's soft drink products. Net sales of
concentrates and syrups by the Company to Coca-Cola Enterprises were $1.2
billion in 1994. Coca-Cola Enterprises purchases high fructose corn syrup
(HFCS-55 & HFCS-42) through the Company under a pass-through arrangement
and, accordingly, related collections from Coca-Cola Enterprises and
payments to suppliers are not included in the Company's consolidated
statements of income. These sweetener transactions with Coca-Cola
Enterprises amounted to $254 million in 1994. Coca-Cola Enterprises
estimates that the territories in which it markets soft drink products to
retailers (which include portions of 38 states, the District of Columbia,
the U.S. Virgin Islands and the Netherlands) contain approximately 54% of
the United States population and 100% of the population of the Netherlands.
Coca-Cola Enterprises is the principal bottler of products of the Company
in the five states in the United States (California, Texas, Florida,
Georgia and Washington) with the largest gains in population from 1990 to
1994.
In 1994, approximately 70% of the equivalent unit case volume of
Coca-Cola Enterprises (excluding products in post-mix form) were Coca-Cola
Trademark Beverages, approximately 20% of its equivalent unit case volume
were other soft drink products of the Company, and approximately 10% of its
equivalent unit case volume were soft drink products of other companies.
Coca-Cola Enterprises' net sales of beverage products were approximately $6
billion in 1994. As used herein, the term "equivalent unit case volume"
refers to 192 U.S. ounces of finished beverage product (24 eight-ounce
servings).
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Coca-Cola Amatil Limited ("Coca-Cola Amatil"). In early 1995, the
Company reduced its ownership interest in Coca-Cola Amatil Limited to
approximately 49%. Accordingly, the investment continues to be accounted
for by the equity method of accounting.
Coca-Cola Amatil is the largest bottler of the Company's soft drink
products in Australia and also has bottling and distribution rights,
through direct ownership or joint ventures, in New Zealand, Fiji, Austria,
Hungary, Papua New Guinea, the Czech and Slovak Republics, Indonesia,
Belarus, Slovenia, Ukraine and Poland. Coca-Cola Amatil estimates that the
territories in which it markets soft drink products contain approximately
99% of the population of Australia, 100% of the population of New Zealand
and Fiji, 80% of the population of Austria, 100% of the population of
Hungary, 84% of the population of Papua New Guinea, 100% of the populations
of the Czech and Slovak Republics, 92% of the population of Indonesia,
100% of the population of Belarus, 100% of the populations of Slovenia and
of Ukraine, and 60% of the population in Poland. In 1994, Coca-Cola
Amatil's net sales of beverage products were approximately U.S. $1.67
billion.
In 1994, approximately 51% of the equivalent unit case volume of
Coca-Cola Amatil were Coca-Cola Trademark Beverages, approximately 35% of
its equivalent unit case volume were other soft drink products of the
Company, approximately 10% of its equivalent unit case volume were soft
drink products of Coca-Cola Amatil and approximately 4% of its equivalent
unit case volume were soft drink products of other companies.
Coca-Cola Beverages Ltd. ("Coca-Cola Beverages"). The Company owns
approximately 49% of the outstanding common stock of Coca-Cola Beverages.
Coca-Cola Beverages is the largest bottler of the Company's soft drink
products in Canada. The territories in which it markets soft drink
products (which include all or significant portions of each of Canada's ten
provinces) contained approximately 27 million people in 1994, or
approximately 94% of the Canadian population. In 1994, Coca-Cola
Beverages' net sales of beverage products were approximately U.S. $630
million.
In 1994, approximately 71% of the equivalent unit case volume of
Coca-Cola Beverages were Coca-Cola Trademark Beverages, approximately 16%
of its equivalent unit case volume were other soft drink products of the
Company and approximately 13% of its equivalent unit case volume were soft
drink products of other companies.
Coca-Cola & Schweppes Beverages Ltd. ("CC&SB"). The Company owns a 49%
interest in CC&SB, the leading marketer of soft drink products in Great
Britain. CC&SB handles bottling and distribution of products of the
Company and Cadbury Schweppes PLC throughout Great Britain. In 1994,
CC&SB's net sales of beverage products were approximately U.S. $1.23
billion.
In 1994, approximately 54% of the equivalent unit case volume of CC&SB
were Coca-Cola Trademark Beverages, approximately 9% of its equivalent unit
case volume were other soft drink products of the Company, approximately
34% of its equivalent unit case volume were soft drink products of Cadbury
Schweppes PLC and approximately 3% of its equivalent unit case volume were
soft drink products of other companies.
Coca-Cola FEMSA. In June 1993, the Company, through its indirect
subsidiary, The Inmex Corporation, entered into a joint venture with
Fomento Economico Mexicano, S.A. de C.V. ("FEMSA"), the largest "food,
beverage and tobacco" company listed on the Mexican Stock Exchange (Bolsa
Mexicana de Valores). The Company invested approximately $195 million in
exchange for a 30% equity interest in Coca-Cola FEMSA, S.A. de C.V.
("Coca-Cola FEMSA"), a Mexican holding company with bottling subsidiaries
in the Valley of Mexico, Mexico's southeastern region and Argentina.
In September 1993, a wholly owned subsidiary of FEMSA sold shares of
Series L common stock of Coca-Cola FEMSA in a registered public offering
in Mexico while simultaneously offering in the United States and elsewhere
American Depository Shares ("ADSs"). As a result, Coca-Cola FEMSA's
Series L shares are now listed and traded on the Mexican Stock Exchange
and the ADSs are listed and traded on the New York Stock Exchange. The
public offering represented a 19% equity interest in Coca-Cola FEMSA;
with FEMSA holding a 51% interest and the Company continuing to hold
its 30% interest. In 1994, Coca-Cola FEMSA purchased from the Company
a controlling 51% interest in Coca-Cola S.A. Industrial, Comercial y
Financiera, a bottler in Argentina.
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Coca-Cola FEMSA estimates that the territories in which it markets soft
drink products contain approximately 28% of the population of Mexico and
26% of the population of Argentina. In 1994, Coca-Cola FEMSA's net sales
of beverage products were approximately U.S. $803 million. In 1994,
approximately 80% of the equivalent unit case volume of Coca-Cola FEMSA
were Coca-Cola Trademark Beverages, approximately 18% of its equivalent
unit case volume were other soft drink products of the Company, and
approximately 2% of its equivalent unit case volume were soft drink
products of other companies.
CCNR. In 1994, the Company and Nestle S.A. ("Nestle") undertook to
restructure the operation of their joint venture, Coca-Cola Nestle
Refreshments ("CCNR"), to provide that the Company manage CCNR's ready-to-
drink tea business and that Nestle manage CCNR's ready-to-drink coffee
business. The restructuring is intended to make more effective use of the
expertise of each partner. The joint venture, as reconstituted, will cover
only ready-to-drink tea and coffee beverages in existing markets with
expansions to be mutually agreed upon.
Other Bottling Interests. The Company holds an indirect 32% equity
interest in The Philadelphia Coca-Cola Bottling Company. In January 1994,
the Company sold common stock representing a 9% voting interest and a 4%
economic interest in The Coca-Cola Bottling Company of New York, Inc.
("CCNY") to Coca-Cola Enterprises thereby reducing its voting and economic
ownership interest in CCNY to 49%, consistent with its stated intention of
ending temporary control after completing certain organizational changes.
The Company beneficially owns a 31% economic interest and a 20% voting
interest in Coca-Cola Bottling Co. Consolidated ("Consolidated"). The
Company and Consolidated each hold a 50% interest in Piedmont Coca-Cola
Bottling Partnership, which has bottling operations in the Carolinas. The
Company holds shares which constitute a 10% voting interest and a 7% equity
interest in Panamerican Beverages, Inc., a holding company with bottling
subsidiaries in Colombia, Brazil and Mexico. In total, including the
bottling operations discussed herein, the Company holds ownership positions
in approximately 39 unconsolidated bottling, canning and distribution
operations for its products worldwide.
Seasonality
Soft drink sales 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 soft drink business may be affected
by weather conditions.
Competition
The commercial beverages industry, of which the soft drink business is a
part, is highly competitive. The soft drink business itself is highly
competitive. In many parts of the world in which the Company does
business, demand for soft drinks is growing at the expense of other
commercial beverages. Advertising and sales promotional 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 are important competitive factors.
Raw Materials
The principal raw material used by the soft drink business in the United
States is high fructose corn syrup (HFCS-55), 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
soft drink industry outside the United States is sucrose. The 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 HFCS-55 in
syrup for Coca-Cola and allied products for use in both fountain syrup and
product in bottles and cans.
Generally, raw materials utilized by the Company in its soft
drink 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
one-calorie soft drink products, is currently purchased by the Company
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primarily from The NutraSweet Company, a U.S. subsidiary of Monsanto
Company, and from Holland Sweetener. Acesulfame potassium is currently
purchased from Hoechst Aktiengesellschaft.
FOODS
General Business Description
The Company's Foods Business Sector is an operating unit which consists
of Coca-Cola Foods, with operations in the United States and Canada.
Coca-Cola Foods, a division of the Company, is the world's largest marketer
and distributor of juice and juice drink products. In North America,
Coca-Cola Foods manufactures and markets the following products: Minute
Maid brand chilled ready-to-serve and frozen concentrated citrus and
variety juices, lemonades and fruit punches; Minute Maid brand shelf-stable
ready-to-serve juice and juice drink products in single and multi-serve
containers; Five Alive brand refreshment beverages; Bright & Early brand
breakfast beverages; Bacardi brand tropical fruit mixers, which are
manufactured and marketed under a license from Bacardi & Company Limited;
and Hi-C brand ready-to-serve fruit drinks in single and multi-serve
containers.
Both directly and through a network of brokers, Coca-Cola Foods products
are sold to retailers and wholesalers in North America and to military
commissaries and exchanges in the United States and abroad. Coca-Cola
Foods also distributes its products outside North America, and provides
both technical and marketing assistance to other units of the Company
relating to the production and marketing of branded juice and juice drink
products.
Minute Maid Foodservice, a division of Coca-Cola Foods, provides
airlines, restaurants, hotels, colleges, hospitals and other institutions
with a full line of juice and juice drink products and specialty dairy
products. Minute Maid Foodservice manufactures and distributes foodservice
juice products under the Minute Maid, Hi-C and other trademarks.
In 1994, Coca-Cola Foods operating income grew 5% to $123 million. This
number reflects the reclassification of 1993 and 1994 results of Minute
Maid Juices To Go and Fruitopia to Coca-Cola USA. Volume increased 2%,
which was in line with category growth. Minute Maid orange juice volume
was even while volume of other juices and juice drink products was up
approximately 3%.
Product Line Development
During 1994, Coca-Cola Foods completed the national rollout of Minute
Maid Naturals, a line of shelf-stable juice and juice drink products
packaged in multi-serve PET bottles. Also during 1994, Coca-Cola Foods
introduced a line of shelf-stable lemonade products under the Minute Maid
and Fruitopia trademarks. Later in 1994, the Division transferred
management responsibility for Minute Maid Juices To Go and Fruitopia to the
United States and international soft drink business. The product lines
include shelf-stable single-serve juices and fruit drinks sold through the
Coca-Cola bottler system.
Seasonality
Overall demand for juice and juice drink products does not fluctuate in
any significant manner throughout the calendar year.
Competition
The juice and juice drink products manufactured, marketed and
distributed by Coca-Cola Foods compete with a wide variety of beverages
in the highly competitive commercial beverages industry, which
includes other producers of regionally and nationally advertised
brands of juice and juice drink products. Significant competitive
factors include advertising and trade promotion programs, new product
introductions, new and more efficient production and distribution methods,
new packaging and dispensing equipment, and brand and trademark development
and protection.
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Raw Materials
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 the Company's long-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 Company is the owner of numerous patents, copyrights and trade
secrets, as well as substantial know-how and technology (hereinafter
referred to as "technology"), which relate 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.
The 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 the Company's trademark license agreements are included in
the Company's bottler 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
regulating the production, sale, safety, advertising, labeling and
ingredients of such products.
On January 6, 1993, United States Food and Drug Administration (the
"FDA") published new labeling requirements for all food products. The
Company has complied with these regulations and does not believe that they
have had or will have any significant impact on its products nor does the
Company expect compliance to have any material adverse effect upon the
Company's capital expenditures, net income or competitive position.
A California law, enacted in 1986 by ballot initiative, requires that
any person who exposes another to a carcinogen or a reproductive toxicant
must provide a warning to that effect. Because the law does not define
quantitative thresholds below which a warning is not required, virtually
all food manufacturers are confronted with the possibility of having to
provide warnings on their food products due to the presence of trace
amounts of defined substances. Regulations implementing the law exempt
manufacturers from providing the required warning if it can be demonstrated
that the defined substances occur naturally in the product or are present
in municipal water used to manufacture the product. The Company has
assessed the impact of the law and its implementing regulations on its soft
drink products and other products and has concluded that none of its
products currently requires a warning under the law. The Company cannot
predict whether, or to what extent, food industry efforts to minimize the
law's impact on foods will succeed; nor can the Company predict what
impact, either in terms of direct costs or diminished sales, imposition of
the law will have.
Bottlers of the Company's soft drink products presently offer
non-refillable containers in all areas of the United States and Canada.
Many such bottlers also offer refillable containers. Measures have been
enacted in certain localities and are currently in effect in nine states
prohibiting the sale of certain beverages unless a deposit is charged
for the container. Similar proposals have been introduced in other
states and localities and in past sessions of Congress, and it is
anticipated that similar legislation will be introduced in the current
session of Congress.
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All of the 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 the Company's capital
expenditures, net income or competitive position.
EMPLOYEES
As of December 31, 1994, the Company and its subsidiaries employed
nearly 33,000 persons, of whom nearly 10,000 are located in the United
States. The 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.
FINANCIAL INFORMATION ON INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS
For financial information on industry segments and operations in
geographic areas, see pages 63 and 64 of the Annual Report to Share Owners
for the year ended December 31, 1994, which are incorporated herein by
reference.
ITEM 2. PROPERTIES
The Company's international headquarters is located on a 35-acre office
complex in Atlanta, Georgia. The complex includes the approximately
480,000 square feet headquarters building, the approximately 721,000 square
feet Coca-Cola USA building and an additional 232,000 square feet office
building of which Coca-Cola Enterprises currently occupies one entire floor
and a portion of another. 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 259,000 square feet of office space at Ten Peachtree Place,
Atlanta, Georgia, which is owned by a joint venture of which the Company
is a partner. The Company and its subsidiaries and divisions have
facilities for administrative operations, manufacturing, processing,
packaging, packing, storage and warehousing throughout the United States.
During 1994, Coca-Cola Enterprises moved the majority of its offices
outside of the Company's Atlanta office complex and is presently renting
approximately 27,900 square feet of office space, located in the Atlanta
office complex, from the Company pursuant to a lease agreement. In 1994,
Coca-Cola Enterprises incurred charges of approximately $1 million under
the lease.
The Company owns 41 principal soft drink concentrate and/or syrup
manufacturing plants throughout the world. The Company currently owns or
holds a majority interest in 25 operations with 42 principal soft drink
bottling and canning plants located in foreign countries.
Coca-Cola Foods, whose primary business headquarters is located in
Houston, Texas, occupies its own office building, which contains
approximately 330,000 square feet. Coca-Cola Foods operates nine
production facilities throughout the United States and Canada and utilizes
a system of co-packers which produce and distribute products in areas where
Coca-Cola Foods does not have its own manufacturing centers or when it
experiences manufacturing overflow. In 1994, the Company sold its Puerto
Rico Branch facility and related assets located in Carolina, Puerto Rico.
The Company directly or through wholly owned subsidiaries owns or leases
additional real estate throughout the world, including an office building
at 711 Fifth Avenue in New York, New York. This real estate is used as
office space by the Company or, in the case of some owned property, leased
to others.
Management believes that the facilities for the production of its soft
drink and food 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
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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. The 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.
ITEM 3. LEGAL PROCEEDINGS
In May 1993, the Company discovered that its Carolina, Puerto Rico plant
was unintentionally discharging, without a permit, process wastewater to a
stormwater sewer which ultimately discharged to a surface waterbody. The
Company immediately remedied the unintentional discharge and reported it to
appropriate environmental agencies. The plant was sold in 1994; however,
the Company has agreed to retain any potential legal liability resulting
from the unintentional discharge. The statutory maximum penalty which
could be sought against the Company is in excess of $100,000.
Joseph Siegman, as custodian for Gregory and Michelle Siegman, filed
suit in Delaware Chancery Court on December 15, 1987 against the Company,
Tri-Star Pictures, Inc. ("Tri-Star"), CPI Film Holdings, Inc., Home Box
Office, Inc. and the directors of Tri-Star at that time. Plaintiff, a Tri-
Star stockholder acting on behalf of a class of Tri-Star stockholders other
than defendants and their affiliates and derivatively on behalf of Tri-
Star, challenges a transfer agreement, dated October 1, 1987, among the
Company, certain of its subsidiaries and Tri-Star as the product of an
alleged self-dealing breach of fiduciary duty by the Company and the Tri-
Star Board of Directors. Plaintiff also alleges that the proxy statement
issued by Tri-Star in connection with the transaction inadequately
disclosed material facts about the transaction. Pursuant to the transfer
agreement, the Company transferred its Entertainment Business Sector (other
than certain retained assets) to Tri-Star in exchange for approximately 75
million shares of Tri-Star common stock. The complaint seeks judgment
imposing a constructive trust upon the Tri-Star shares received by the
Company pursuant to the transfer agreement, rescinding the transfer
agreement and awarding compensatory damages in an unspecified amount.
During 1991 and 1992, the Chancery Court granted defendants' motion to
dismiss the case, and plaintiff appealed. In November 1993, the Delaware
Supreme Court issued an opinion reversing in part the judgment entered by
the Chancery Court and remanding the case for trial on the merits. The
Supreme Court's opinion treated all of the factual allegations in
plaintiff's complaint as true for purposes of the appeal and determined
that the complaint was legally adequate to permit plaintiff an opportunity
to prove the complaint allegations. The Company believes it has
meritorious legal and factual defenses and intends to defend the case
vigorously.
On February 26, 1992, suit was brought against the Company in Texas
state court by The Seven-Up Company, a competitor of the Company. An
amended complaint was filed by The Seven-Up Company on February 8,
1994. The suit alleges that the Company is attempting to dominate the
lemon-lime segment of the soft drink industry by tortious acts designed
to induce certain independent bottlers of the Company's products to
terminate existing contractual relationships with the plaintiff
pursuant to which such bottlers bottle and distribute the plaintiff's
lemon-lime soft drink products. As amended, the complaint alleges
that Coca-Cola/Seven-Up bottlers in several different territories,
including Nacogdoches, Texas; Oklahoma City, Oklahoma; Fargo, North
Dakota; Shreveport, Louisiana; Elkins, West Virginia; Salem, New
Hampshire; Fayetteville, Arkansas; Pine Bluff, Arkansas and Vicksburg,
Mississippi, were illegally induced into initiating Sprite distribution
and discontinuing Seven-Up distribution. The Company is accused of
using several different purportedly improper tactics to bring about
those bottler decisions, including false and misleading statements by
the Company about the plaintiff's past, present and future business
operations, improper financial advancements and various forms of alleged
coercion.
The complaint seeks unspecified money damages for (1) alleged tortious
interference with the plaintiff's contractual relations, (2) alleged inten-
tional tortious conduct to injure plaintiff, (3) alleged disparagement of the
plaintiff and its business, and (4) alleged false and injurious statements
harmful to plaintiff's interests. The complaint also seeks an injunction
prohibiting future allegedly tortious conduct by the Company and seeks an
award of punitive damages in the amount of at least $500 million. In 1993,
the Company filed a counterclaim against The Seven-Up Company in the matter
alleging that The Seven-Up Company has tortiously interfered with the
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Company's efforts to obtain distribution of its lemon-lime soft drink,
Sprite, through bottlers of Coca-Cola. Since the inception of the suit,
the parties have been engaged in discovery.
On July 22, 1992, The Seven-Up Company filed a related suit in federal
court in Texas alleging that the facts and circumstances giving rise to the
state court suit (described above) also constitute a violation of the
federal Lanham Act which, inter alia, proscribes false advertisement and
disparagement of a competitor's goods and services. The suit sought
injunctive relief, treble damages and attorneys' fees. In October of 1994,
the federal Lanham Act suit was tried and resulted in a jury verdict in
favor of Seven-Up on certain of its claims. The jury awarded Seven-Up a
total of $2.53 million in damages. In December of 1994, the federal court
entered an order setting aside that damage award and awarded judgment in
favor of the Company notwithstanding the verdict. Seven-Up appealed that
judgment.
Shortly after the federal court's ruling, the Company asked the state
court to dismiss all of the plaintiff's remaining claims in that case based
upon the judgment entered in the federal case. On February 14, 1995, the
state court granted that motion and dismissed all of Seven-Up's remaining
claims.
On April 22, 1994, Deborah A. Heller, et al., individually and as a
class representative, filed a class action lawsuit against the Company and
other sellers of diet soft drink products in the Supreme Court of the State
of New York, County of Kings, which alleged that the plaintiff and other
members of the purported class had been defrauded by the defendants by
reason of their failure to advise consumers that the sweetness level of
diet soft drinks sweetened with aspartame degrades over time. The initial
complaint, which asserted claims based upon common law fraud and violation
of New York state consumer protection statutes, did not indicate a specific
damage amount in its prayer for damages. On July 27, 1994, plaintiffs
filed an amended complaint adding several individually-named plaintiffs and
a claim for unjust enrichment. On September 23, 1994, the Company filed a
motion to dismiss plaintiffs' amended complaint in its entirety. On
November 7, 1994, the plaintiffs filed a motion for summary judgment
seeking from the Company damages of at least $1.187 billion based upon its
sales of such diet soft drinks during the period from April 1988 through
December 1993. The New York law upon which plaintiffs' claims are based
allows the Court, at its discretion, to increase up to three times any
damages it awards. The Company believes that the claims lack merit and
that it has substantial legal and factual defenses to the claims in this
matter.
The Company is involved in various other legal proceedings. The Company
believes that any liability to the Company which may arise as a result of
these proceedings, including the proceedings specifically discussed above,
will not have a material adverse effect on the financial condition of the
Company and its subsidiaries taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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ITEM X. EXECUTIVE OFFICERS OF THE COMPANY
The following are the executive officers of the Company:
Roberto C. Goizueta, 63, is Chief Executive Officer and Chairman of
the Board of Directors of the Company. In August 1980, Mr. Goizueta
was elected Chief Executive Officer and Chairman of the Board effective
March 1981, at which time he assumed these positions.
M. Douglas Ivester, 47, is President and Chief Operating Officer and
a Director of the Company. In January 1985, Mr. Ivester was elected
Senior Vice President and Chief Financial Officer of the Company and
served in that capacity until June 1989, when he was appointed
President of the European Community Group of the International Business
Sector. He was appointed President of Coca-Cola USA in August 1990,
and was appointed President of the North America Business Sector in
September 1991. He served in the latter capacity until April 1993 when
he was elected Executive Vice President of the Company and Principal
Operating Officer/North America. Mr. Ivester was elected to his
current positions in July 1994.
John Hunter, 57, is Executive Vice President of the Company and
Principal Operating Officer/International. Mr. Hunter served as
managing director of the South Pacific Division in 1984, and in 1987
was named President of both Coca-Cola (Japan) Company, Limited and the
North Pacific Division. He was elected Senior Vice President of the
Company and appointed President of the Pacific Group of the
International Business Sector in January 1989. He served as deputy to
the President of the International Business Sector from August 1990
until September 1991 and as President of the International Business
Sector from September 1991 until April 1993. He was elected to his
current positions, effective April 1993.
James E. Chestnut, 44, is Senior Vice President and Chief Financial
Officer 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 present position in July 1994.
Jack L. Stahl, 41, is Senior Vice President of the Company and
President of Coca-Cola USA. In March 1985, Mr. Stahl was named
Manager, Planning and Business Development and was appointed Assistant
Vice President in April 1985. He was elected Vice President and
Controller in February 1988 and served in that capacity until he was
elected Senior Vice President and Chief Financial Officer in June 1989.
He was appointed to his present position in July 1994.
Weldon H. Johnson, 57, is Senior Vice President of the Company and
President of the Latin America Group of the International Business
Sector. In January 1983, Mr. Johnson was named President of Coca-Cola
(Japan) Company, Limited. In April 1987, he was elected Executive Vice
President of the Latin America Group of the International Business
Sector. He was elected Senior Vice President in December 1987 and was
appointed President of the Latin America Group of the International
Business Sector in January 1988.
E. Neville Isdell, 51, is Senior Vice President of the Company and
President of the Greater Europe Group of the International Business
Sector. Mr. Isdell became President of the Company's Central European
Division in July 1985 and was elected Senior Vice President of the
Company and appointed President of the Northeast Europe/Africa Group
effective in January 1989. Effective January 1993 he became President
of the Northeast Europe/Middle East Group of the International Business
Sector. In January 1995, he assumed additional responsibility for
countries in the European Union in his current position.
-12-
Douglas N. Daft, 51, is Senior Vice President of the Company and
President of the Middle and Far East Group of the International
Business Sector. In November 1984, Mr. Daft was appointed President of
Coca-Cola Central Pacific Ltd. In October 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 served in those
capacities until he was elected to his current position, effective
January 1995.
Carl Ware, 51, is Senior Vice President of the Company and President
of the Africa Group of the International Business Sector. 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 Manager, 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 which he held until he was named to his current
position, effective January 1993.
Joseph R. Gladden, Jr., 52, is Senior Vice President and General
Counsel of the Company. In October 1985, Mr. Gladden was elected Vice
President. He was named Deputy General Counsel in October 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.
Sergio Zyman, 49, is Senior Vice President of the Company and Chief
Marketing Officer. Mr. Zyman first joined the Company in 1979 and
later served as Senior Vice President of Marketing for Coca-Cola USA
until 1986. After a seven year absence from the Company, during which
he acted as consultant to different companies through Sergio Zyman &
Co. and Core Strategy Group, he returned to assume his current position
in August 1993.
Earl T. Leonard, Jr., 58, is Senior Vice President of Corporate
Affairs of the Company. Mr. Leonard was elected to his current
position in April 1983.
Anton Amon, 51, 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, 53, 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
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.
Timothy J. Haas, 48, is Vice President of the Company and President
and Chief Executive Officer of Coca-Cola Foods. In January 1985, Mr.
Haas was named Senior Vice President of Sales of Coca-Cola Foods and
served in that capacity until he was appointed President and Chief
Executive Officer of Coca-Cola Foods in March 1991. He was elected
Vice President of the Company in April 1991.
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.
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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 37 through 43, "Stock Prices" on page 67 and "Share-Owner
Information" on page 71 of the Company's Annual Report to Share Owners for
the year ended December 31, 1994, are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" for the years 1990 through 1994, on pages 44
and 45 of the Company's Annual Report to Share Owners for the year ended
December 31, 1994, 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 37 through 43 of the Company's Annual Report to Share Owners for the
year ended December 31, 1994, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Registrant and its
subsidiaries, included in the Company's Annual Report to Share Owners for
the year ended December 31, 1994, are incorporated herein by reference:
Consolidated Balance Sheets -- December 31, 1994 and 1993.
Consolidated Statements of Income -- Years ended December 31, 1994,
1993 and 1992.
Consolidated Statements of Cash Flows -- Years ended December 31,
1994, 1993 and 1992.
Consolidated Statements of Share-Owners' Equity -- Years ended
December 31, 1994, 1993 and 1992.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
"Quarterly Data", on page 67 of the Company's Annual Report to Share
Owners for the year ended December 31, 1994, is incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The section under the heading "Election of Directors" entitled "Board of
Directors" on pages 2 through 6 of the Company's Proxy Statement for the
Annual Meeting of Share Owners to be held April 19, 1995, is incorporated
herein by reference for information on Directors of the Registrant. See
Item X in Part I hereof for information regarding executive officers of the
Registrant.
ITEM 11. EXECUTIVE COMPENSATION
The section under the heading "Election of Directors" entitled
"Committees of the Board of Directors; Meetings and Compensation of
Directors" on pages 9 and 10 and the section entitled "Executive
Compensation" on pages 11 through 17 of the Company's Proxy Statement for
the Annual Meeting of Share Owners to be held April 19, 1995, are
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The sections under the heading "Election of Directors" entitled
"Ownership of Equity Securities in the Company" on pages 7 and 8 and
"Principal Share Owners" on pages 8 and 9, and the section under the
heading "The Major Investee Companies" entitled "Ownership of Securities in
Coca-Cola Enterprises, Coca-Cola Consolidated, Coca-Cola Amatil, Coca-Cola
Beverages and Coca-Cola FEMSA" on page 24 of the Company's Proxy Statement
for the Annual Meeting of Share Owners to be held April 19, 1995, are
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sections under the heading "Election of Directors" entitled
"Committees of the Board of Directors; Meetings and Compensation of
Directors" on pages 9 and 10 and "Certain Transactions" on pages 10 and 11,
the section under the heading "Executive Compensation" entitled
"Compensation Committee Interlocks and Insider Participation" on page 23
and the section under the heading "The Major Investee Companies" entitled
"Certain Transactions with Investee Companies" on pages 23 and 24 of the
Company's Proxy Statement for the Annual Meeting of Share Owners to be held
April 19, 1995, are incorporated herein by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 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 Registrant's Annual
Report to Share Owners for the year ended December 31, 1994, are
incorporated by reference in Part II, Item 8:
Consolidated Balance Sheets -- December 31, 1994 and 1993.
Consolidated Statements of Income -- Years ended December 31,
1994, 1993 and 1992.
Consolidated Statements of Cash Flows -- Years ended December 31,
1994, 1993 and 1992.
Consolidated Statements of Share-Owners' Equity -- Years ended
December 31, 1994, 1993 and 1992.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
2. Financial Statement Schedules of The Coca-Cola Company and
subsidiaries:
Report of Independent Auditors.
Schedule II -- Valuation and Qualifying Accounts.
All other schedules for which provision is made in the applicable
accounting regulation 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.
3.1 Restated Certificate of Incorporation of the Registrant, effective
October 1, 1993 -- incorporated herein by reference to Exhibit 3.2
of the Registrant's Form 10-Q Quarterly Report for the quarter
ended September 30, 1993.
3.2 By-Laws of the Registrant, effective April 15, 1993 -- incorporated
herein by reference to Exhibit 3 of the Registrant's Form 10-Q
Quarterly Report for the quarter ended June 30, 1994.
4.1 The Registrant 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 Registrant and all of
its consolidated subsidiaries and unconsolidated subsidiaries for
which financial statements are required to be filed with the
Securities and Exchange Commission.
10.1 Long Term Performance Incentive Plan of the Registrant, as amended
November 23, 1988 -- incorporated herein by reference to Exhibit
10.1 of the Registrant's Form 10-K Annual Report for the year ended
December 31, 1989.*
10.2 The Key Executive Retirement Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.2 of the Registrant's
Form 10-K Annual Report for the year ended December 31, 1993.*
10.3 Supplemental Disability Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.3 of the
Registrant's Form 10-K Annual Report for the year ended December
31, 1991.*
10.4 Annual Performance Incentive Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.4 of the
Registrant's Form 10-K Annual Report for the year ended December
31, 1989.*
10.5 Agreement, dated February 28, 1983, between the Registrant and
Roberto C. Goizueta.*
10.6 Amendment, dated February 10, 1984, to the Agreement dated February
28, 1983, between the Registrant and Roberto C. Goizueta.*
-16-
EXHIBIT NO.
10.7 1983 Stock Option Plan of the Registrant, as amended -- incorporated
herein by reference to Exhibit 10.8 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1991.*
10.8 1987 Stock Option Plan of the Registrant, as amended -- incorporated
herein by reference to Exhibit 10.9 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1991.*
10.9 1991 Stock Option Plan of the Registrant, as amended.*
10.10 1983 Restricted Stock Award Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.11 of the
Registrant's Form 10-K Annual Report for the year ended December
31, 1991.*
10.11 1989 Restricted Stock Award Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.12 of the
Registrant's Form 10-K Annual Report for the year ended December
31, 1991.*
10.12 Performance Unit Agreement, dated December 19, 1985, between the
Registrant and Roberto C. Goizueta, as amended -- incorporated
herein by reference to Exhibit 10.10 of the Registrant's Form
10-K Annual Report for the year ended December 31, 1989.*
10.13 1986 Compensation Deferral and Investment Program, as amended --
incorporated herein by reference to Exhibit 10.15 of the
Registrant's Form 10-K Annual Report for the year ended December
31, 1991.*
10.14 Restricted Stock Agreement, dated August 4, 1982, between the
Registrant and Roberto C. Goizueta, as amended -- incorporated
herein by reference to Exhibit 10.13 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1989.*
10.15 Incentive Unit Agreement, dated November 29, 1988, between the
Registrant and Roberto C. Goizueta, as amended -- incorporated
herein by reference to Exhibit 10.15 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1989.*
10.16 Supplemental Health Plan of the Registrant -- incorporated herein by
reference to Exhibit 10.19 of the Registrant's Form 10-K Annual
Report for the year ended December 31, 1990.*
10.17 Supplemental Benefit Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.17 of the
Registrant's Form 10-K Annual Report for the year ended December
31, 1993.*
10.18 Retirement Plan for the Board of Directors of Registrant, as amended
-- incorporated herein by reference to Exhibit 10.22 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1991.*
10.19 Deferral Plan for the Board of Directors of Registrant --
incorporated herein by reference to Exhibit 10.23 of the
Registrant's Form 10-K Annual Report for the year ended December
31, 1992.*
10.20 Deferred Compensation Agreement for Officers or Key Executives of
the Registrant -- incorporated herein by reference to exhibit 10.20
of the Registrant's Form 10-K Annual Report for the year ended
December 31, 1993.*
10.21 Long Term Performance Incentive Plan of the Registrant, as amended
February 16, 1994 -- incorporated herein by reference to Exhibit
10.21 of the Registrant's Form 10-K Annual Report for the year
ended December 31, 1993.*
10.22 Executive Performance Incentive Plan, as amended.*
10.23 Letter Agreement, dated May 3, 1994, between the Registrant and
Sergio S. Zyman -- incorporated herein by reference to Exhibit 10
of the Registrant's Form 10-Q for the quarter ended March 31,
1994.*
12.1 Computation of Ratios of Earnings to Fixed Charges for the years
ended December 31, 1994, 1993, 1992, 1991 and 1990.
-17-
EXHIBIT NO.
13.1 1994 Annual Report to Share Owners. (Pages 37-65, 67, 70
(definitions of "Dividend Payout Ratio," "Economic Profit," "Net
Debt and Net Capital," "Return on Capital," "Return on Common
Equity" and "Total Capital") and 71).
21.1 List of subsidiaries of the Registrant as of December 31, 1994.
23.1 Consent of Independent Auditors.
24.1 Powers of Attorney of Officers and Directors signing this report.
27.1 Financial Data Schedule for the year ended December 31, 1994,
submitted to the Securities and Exchange Commission in electronic
format.
- -------------------
* Management contracts and compensatory plans and arrangements required to
be filed as exhibits to this form pursuant to Item 14(c) of this report.
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the last
quarter of the period covered by this report.
(c) See Item 14(a)3 above.
(d) See Item 14(a)2 above.
-18-
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/ ROBERTO C. GOIZUETA
--------------------------------
Roberto C. Goizueta
Chairman, Board of Directors,
Chief Executive Officer
and a Director
Date: March 13, 1995
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/ ROBERTO C. GOIZUETA *
- -------------------------------- -----------------------------------
Roberto C. Goizueta Cathleen P. Black
Chairman, Board of Directors, Director
Chief Executive Officer and
a Director March 13, 1995
(Principal Executive Officer)
March 13, 1995
/s/ JAMES E. CHESTNUT *
- -------------------------------- -----------------------------------
James E. Chestnut Warren E. Buffett
Senior Vice President and Chief Director
Financial Officer
(Principal Financial Officer) March 13, 1995
March 13, 1995
*
/s/ GARY P. FAYARD -----------------------------------
- -------------------------------- Charles W. Duncan, Jr.
Gary P. Fayard Director
Vice President and Controller
(Principal Accounting Officer) March 13, 1995
March 13, 1995
* *
- -------------------------------- -----------------------------------
Herbert A. Allen M. Douglas Ivester
Director Director
March 13, 1995 March 13, 1995
* *
- -------------------------------- -----------------------------------
Ronald W. Allen Susan B. King
Director Director
March 13, 1995 March 13, 1995
-19-
* *
- -------------------------------- -----------------------------------
Donald F. McHenry William B. Turner
Director Director
March 13, 1995 March 13, 1995
* *
- -------------------------------- -----------------------------------
Paul F. Oreffice Peter V. Ueberroth
Director Director
March 13, 1995 March 13, 1995
* *
- -------------------------------- -----------------------------------
James D. Robinson, III James B. Williams
Director Director
March 13, 1995 March 13, 1995
* By: /s/ CAROL C. HAYES
--------------------------
Carol C. Hayes
Attorney-in-fact
March 13, 1995
-20-
ANNUAL REPORT ON FORM 10-K
ITEM 14(a)2
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1994
THE COCA-COLA COMPANY AND SUBSIDIARIES
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Share Owners
The Coca-Cola Company
We have audited the consolidated financial statements and schedules of
The Coca-Cola Company and subsidiaries listed in the accompanying index to
financial statements and schedules (Item 14(a)(1) and (a)(2)). These
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of The Coca-Cola Company and subsidiaries at December 31, 1994 and
1993, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present fairly
in all material respects the information set forth therein.
As discussed in Note 1 to the consolidated financial statements, in
1993 the Company changed its method of accounting for postemployment
benefits.
ERNST & YOUNG LLP
Atlanta, Georgia
January 24, 1995
F-1
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1994
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------------
ADDITIONS
-----------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS (NOTE 1) OF PERIOD
- ----------- ------------ ----------- -------- ---------- ---------
RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable..... $ 39 $ 12 $ - $ 18 $ 33
Miscellaneous investments
and other assets............. 71 27 - 19 79
Deferred tax assets........... 75 - - 29 46
---- --- --- --- ----
$ 185 $ 39 $ - $ 66 $ 158
==== === === === ====
- -------------------------
Note 1 - The amounts shown in Column D consist of the following:
TRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- -----
Charge off of uncollectible accounts..... $ 15 $ - $ - $ 15
Foreign exchange adjustments............. (1) - - (1)
Other transactions....................... 4 19 29 52
--- --- --- ---
$ 18 $ 19 $ 29 $ 66
=== === === ===
F-2
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1993
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------------
ADDITIONS
-----------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS (NOTE 1) OF PERIOD
- ----------- ------------ ----------- -------- ---------- ---------
RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable..... $ 33 $ 24 $ - $ 18 $ 39
Miscellaneous investments
and other assets............. 61 17 - 7 71
Deferred tax assets........... 63 12 - - 75
---- --- --- --- ----
$ 157 $ 53 $ - $ 25 $ 185
==== === === === ====
- -------------------------
Note 1 - The amounts shown in Column D consist of the following:
TRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- -----
Charge off of uncollectible accounts..... $ 17 $ - $ - $ 17
Foreign exchange adjustments............. 1 - - 1
Other transactions....................... - 7 - 7
--- --- --- ---
$ 18 $ 7 $ - $ 25
=== === === ===
F-3
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1992
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -------------------------------------------------------------------------------------------------------
ADDITIONS
-----------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING OF COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION PERIOD EXPENSES ACCOUNTS (NOTE 1) OF PERIOD
- ----------- ------------ ----------- -------- ---------- ---------
RESERVES DEDUCTED IN THE
BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable..... $ 35 $ 19 $ - $ 21 $ 33
Miscellaneous investments
and other assets............. 39 23 - 1 61
Deferred tax assets........... 76 14 - 27 63
---- ---- --- --- ----
$ 150 $ 56 $ - $ 49 $ 157
==== === === === ====
- -------------------------
Note 1 - The amounts shown in Column D consist of the following:
TRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- -----
Charge off of uncollectible accounts..... $ 19 $ 1 $ - $ 20
Expiration or recognition of net
operating loss carryforwards........... - - 27 27
Foreign exchange adjustments............. 2 - - 2
--- --- --- ---
$ 21 $ 1 $ 27 $ 49
=== === === ===
F-4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Restated Certificate of Incorporation of the Registrant,
effective October 1, 1993 -- incorporated herein by
reference to Exhibit 3.2 of the Registrant's Form 10-Q
Quarterly Report for the quarter ended September 30, 1993.
3.2 By-Laws of the Registrant, effective April 15, 1993 --
incorporated herein by reference to Exhibit 3 of the
Registrant's Form 10-Q Quarterly Report for the quarter
ended June 30, 1994.
4.1 The Registrant 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 Registrant and all of its consolidated
subsidiaries and unconsolidated subsidiaries for which
financial statements are required to be filed with the
Securities and Exchange Commission.
10.1 Long Term Performance Incentive Plan of the Registrant, as
amended November 23, 1988 -- incorporated herein by
reference to Exhibit 10.1 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1989.*
10.2 The Key Executive Retirement Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit 10.2
of the Registrant's Form 10-K Annual Report for the year
ended December 31, 1993.*
10.3 Supplemental Disability Plan of the Registrant, as amended
-- incorporated herein by reference to Exhibit 10.3 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1991.*
10.4 Annual Performance Incentive Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit
10.4 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1989.*
10.5 Agreement, dated February 28, 1983, between the Registrant
and Roberto C. Goizueta.*
10.6 Amendment, dated February 10, 1984, to the Agreement dated
February 28, 1983, between the Registrant and Roberto C.
Goizueta.*
10.7 1983 Stock Option Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.8 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1991.*
10.8 1987 Stock Option Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.9 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1991.*
10.9 1991 Stock Option Plan of the Registrant, as amended.*
EXHIBIT NO.
10.10 1983 Restricted Stock Award Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit
10.11 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.11 1989 Restricted Stock Award Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit
10.12 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.12 Performance Unit Agreement, dated December 19, 1985,
between the Registrant and Roberto C. Goizueta, as amended
--incorporated herein by reference to Exhibit 10.10 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1989.*
10.13 1986 Compensation Deferral and Investment Program, as
amended -- incorporated herein by reference to Exhibit
10.15 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.14 Restricted Stock Agreement, dated August 4, 1982, between
the Registrant and Roberto C. Goizueta, as amended --
incorporated herein by reference to Exhibit 10.13 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1989.*
10.15 Incentive Unit Agreement, dated November 29, 1988, between
the Registrant and Roberto C. Goizueta, as amended --
incorporated herein by reference to Exhibit 10.15 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1989.*
10.16 Supplemental Health Plan of the Registrant -- incorporated
herein by reference to Exhibit 10.19 of the Registrant's
Form 10-K Annual Report for the year ended December 31,
1990.*
10.17 Supplemental Benefit Plan of the Registrant, as amended --
incorporated herein by reference to Exhibit 10.17 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1993.*
10.18 Retirement Plan for the Board of Directors of Registrant,
as amended -- incorporated herein by reference to Exhibit
10.22 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.19 Deferral Plan for the Board of Directors of Registrant --
incorporated herein by reference to Exhibit 10.23 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1992.*
10.20 Deferred Compensation Agreement for Officers or Key
Executives of the Registrant -- incorporated herein by
reference to exhibit 10.20 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*
10.21 Long Term Performance Incentive Plan of the Registrant,
amended February 16, 1994 -- incorporated herein by
reference to Exhibit 10.21 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1993.*
10.22 Executive Performance Incentive Plan, as amended.*
EXHIBIT NO.
10.23 Letter Agreement, dated May 3, 1994, between the Registrant
and Sergio S. Zyman -- incorporated herein by reference
to Exhibit 10 of the Registrant's Form 10-Q for the
quarter ended March 31, 1994.*
12.1 Computation of Ratios of Earnings to Fixed Charges for the
years ended December 31, 1994, 1993, 1992, 1991 and 1990.
13.1 1994 Annual Report to Share Owners. (Pages 37-65, 67, 70
(definitions of "Dividend Payout Ratio," "Economic
Profit," "Net Debt and Net Capital," "Return on Capital,"
"Return on Common Equity" and "Total Capital") and 71).
21.1 List of subsidiaries of the Registrant as of December 31,
1994.
23.1 Consent of Independent Auditors.
24.1 Powers of Attorney of Officers and Directors signing this
report.
27.1 Financial Data Schedule for the year ended December 31,
1994, submitted to the Securities and Exchange Commission
in electronic format.