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FORM 10-K
UNITED STATES
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, 1996
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 FEBRUARY 21, 1997, (BASED
ON THE CLOSING SALE PRICE AS REPORTED ON THE NEW YORK STOCK
EXCHANGE ON SUCH DATE) WAS $132,252,414,334.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK
AS OF FEBRUARY 28, 1997, WAS 2,479,662,119.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHARE OWNERS FOR THE
YEAR ENDED DECEMBER 31, 1996, 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 16, 1997, 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, distributor and marketer of soft
drink concentrates and syrups in the world. Finished soft drink
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 distributor
and marketer of juice and juice-drink products.
The business of the Company is nonalcoholic beverages --
principally soft drinks but also noncarbonated beverages,
including juice and juice-drink products. 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.
The Company's operating management structure consists of five
geographic groups plus The Minute Maid Company. The geographic
groups are the Africa Group; the Greater Europe Group; the Latin
America Group; the Middle and Far East Group; and the North
America Group. The Minute Maid Company (a division of the
Company previously known as Coca-Cola Foods) produces,
distributes and markets principally juice and juice-drink
products.
Of the Company's consolidated net operating revenues and
operating income for each of the past three years, excluding
corporate operations, the percentage represented by geographic
area (inclusive of The Minute Maid Company) is as follows:
Africa Greater Latin Middle North
Europe America and Far America
East
------ ------- ------- ------ -------
Net Operating
Revenues{1}
1996 2% 32% 11% 22% 33%
1995 3% 33% 11% 22% 31%
1994 3% 31% 12% 21% 33%
Operating Income{1}
1996 3% 28% 18% 30% 21%
1995 4% 28% 18% 31% 19%
1994 4% 28% 17% 28% 23%
The 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 the Company's trademarks -- cans, refillable and non-
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 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
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{1} See Note 16 to the Consolidated Financial Statements, on page 66
of the Company's Annual Report to Share Owners for the year ended
December 31, 1996, incorporated herein by reference.
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 the 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
brokers, juice and juice-drink products are sold by the Company
to retailers and wholesalers in North America and, to a limited
extent, also distributed outside North America.
The Company's beverage 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
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, Mello Yello,
TAB, Fresca, Barq's root beer and other flavors, Surge, POWERaDE,
Fruitopia, Minute Maid flavors, Saryusaisai, Aquarius, Bonaqa and
other products developed for specific countries, including
Georgia brand ready-to-drink coffees, and numerous other brands.
The Minute Maid Company, with operations primarily in the United
States and Canada, produces, distributes and markets principally
juice and juice-drink products, including Minute Maid brand
products; Five Alive brand refreshment beverages; Bright & Early
brand breakfast 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., produces ready-to-drink teas and
coffees in certain countries.
In 1996, concentrates and syrups for beverages bearing the
trademark "Coca-Cola" or including the trademark "Coke" accounted
for approximately 68% of the Company's total gallon shipments 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 shipments" of beverage concentrates and syrups.)
In 1996, approximately 30% of the Company's total gallon
shipments of beverage concentrates and syrups were in the United
States. In 1996, the Company's principal markets outside the
United States, based on gallon shipments of beverage concentrates
and syrups, were Mexico, Brazil, Japan and Germany, which
together accounted for approximately 27% of the Company's total
gallon shipments.
In the United States, in 1996 the Company made approximately
64% of its total United States gallon shipments of beverage
concentrates and syrups ("U.S. gallon shipments") to
approximately 114 authorized bottler ownership groups in
approximately 398 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 on-premise
consumption. The remaining 36% of 1996 U.S. gallon shipments was
attributable to fountain syrups sold to fountain retailers and to
approximately 816 authorized fountain wholesalers, some of whom
are authorized bottlers. These fountain wholesalers in turn sell
the syrup to restaurants and other fountain retailers. Coca-Cola
Enterprises Inc. and its bottling subsidiaries and divisions
accounted for approximately 43% of the Company's U.S. gallon
shipments in 1996. The Company holds an ownership interest of
approximately 45% in Coca-Cola Enterprises Inc., which is the
world's largest bottler of beverages bearing the Company's
trademarks ("Company Trademark Beverages").
In addition to conducting its own independent advertising and
marketing activities, the Company may choose to provide
promotional and marketing services and/or funds and consultation
to its bottlers and to fountain and bottle/can retailers. Also
on a discretionary basis, 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 the 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.
2
BOTTLER'S AGREEMENTS AND DISTRIBUTION AGREEMENTS
Separate contracts ("Bottler's Agreements") between the
Company and each of its bottlers regarding the manufacture and
sale of soft drinks, subject to specified terms and conditions
and minor 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 other authorized suppliers. The
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
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 the Company and its
authorized bottlers in the United States differ in certain
respects from those in the nearly 200 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
the 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 canned beverage production rights to the
bottlers. In such instances, the Company or its designee
typically sells canned Company Trademark Beverages to the
bottlers for sale and distribution throughout the designated
territory under can distribution agreements, often on a non-
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.
The 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 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
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 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, the
Company manufactures and sells fountain syrups to approximately
816 authorized wholesalers (including certain authorized bottlers)
and some fountain retailers. The wholesalers in turn sell the
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syrups to restaurants and other retailers. The wholesaler
typically acts as such pursuant to a non-exclusive annual letter
of appointment which neither restricts the pricing of fountain
syrups by the Company nor the territory in which the wholesaler
may resell in the United States.
In the United States, the newest form of Bottler's Agreement
for cola-flavored soft drinks (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 76%
of the Company's total United States gallon shipments for bottled
and canned beverages ("U.S. bottle/can gallon shipments") in
1996. 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 oldest such form of contract,
applicable to bottlers accounting for approximately 1% of U.S.
bottle/can gallon shipments in 1996, 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 23%
of U.S. bottle/can gallon shipments in 1996 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, the 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
The Company has business relationships with three types of
bottlers: independently owned bottlers, bottlers in which the
Company has a noncontrolling ownership interest and bottlers in
which the Company has a controlling ownership interest. Of
these, independently owned bottlers produced and distributed
approximately 40% of the Company's total worldwide unit case
volume in 1996; cost or equity method investee bottlers in which
the Company owns a noncontrolling ownership interest produced and
distributed approximately 45% of such worldwide unit case volume;
and controlled and consolidated bottling and fountain operations
produced and distributed approximately 15% of such worldwide unit
case volume. 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 shipments, and certain other key
products owned by such bottlers.
The 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 often result in increases in unit case volume, net
revenues and profits at the bottler level, which in turn generate
increased gallon shipments for the Company's concentrate
business. When this occurs, both the Company and the bottlers
benefit from long-term growth in volume, cash flows and share-
owner value.
The level of the Company's investment generally depends on the
bottler's capital structure and its available resources at the
time of the investment. In certain situations, it can further
the Company's business interests to acquire a controlling
interest in a bottling operation. Although not the Company's
primary long-term business strategy, owning a controlling
interest may compensate for limited local resources or facilitate
improvements in customer relationships as the bottling operations
are built or restructured. The Company acquired controlling
4
interests in certain bottling operations in Italy in 1995 and
1996, as well as in Venezuela in 1995. By providing capital and
marketing expertise to newly acquired bottlers, the Company seeks
to strengthen bottling territories.
In line with its long-term bottling strategy, the Company
periodically considers options for reducing its ownership
interest in a consolidated bottler. One such option is to sell
the Company's interest in a consolidated bottling operation to
one of the Company's noncontrolled equity investee bottlers.
Another option for reducing the Company's ownership interest is
to combine the Company's bottling interests with the bottling
interests of others to form strategic business alliances. In
both of these situations, the Company continues participating in
the previously consolidated bottler's earnings through its
portion of the equity investee's income.
Consistent with its strategy, in 1996 the Company sold its
consolidated bottling and canning operations in France and
Belgium to Coca-Cola Enterprises Inc. Also, during 1996 the
Company sold a 33% interest in four Turkish bottling and
distribution operations to Anadolu Endustri Holding A.S.
("Anadolu") and one of Anadolu's subsidiaries. Two subsidiaries
of the Company, which continue to hold a controlling interest,
entered into a joint venture agreement with Anadolu and its
subsidiary to operate these four entities.
In 1996, a German anchor bottler, Coca-Cola
Erfrischungsgetraenke A.G. ("CCEAG"), was established through the
merger of the Company's previously wholly owned east German
bottler with three other independent bottlers. As a result of
the merger, the Company through a German subsidiary now owns a
45% interest in CCEAG.
Also in 1996, the Company combined its bottling interests in
Venezuela with the Cisneros Group's bottling companies to form a
new joint venture, Embotelladora Coca-Cola y Hit de Venezuela,
S.A. ("ECHV"). A subsidiary of the Company owns a 50% interest
in ECHV.
In cases where the Company's investments in bottlers represent
noncontrolling interests, the Company's intention is to provide
expertise and resources to strengthen those businesses. In
particular, the Company seeks to improve sales and marketing
programs, assist in the development of effective business and
information systems and help establish appropriate capital
structures. In 1996, the Company purchased interests in two
Chilean bottling companies: a 17% interest in Embotelladoras
Polar S.A. and a 6% interest in Embotelladora Andina S.A. which
was further increased to approximately 11% in early 1997. In
addition, in early 1997 the Company sold to Coca-Cola Enterprises
Inc. the Company's unconsolidated 49% interest in Coca-Cola &
Schweppes Beverages Ltd., the leading marketer of beverage
products in Great Britain.
The Company designates certain bottling operations in which it
has a noncontrolling ownership interest as "anchor bottlers" due
to their level of responsibility and performance. Anchor
bottlers, which include Coca-Cola Amatil Limited and Coca-Cola
Enterprises Inc., are strongly committed to their own profitable
growth which, in turn, helps the Company meet its strategic goals
and furthers the interests of its worldwide production,
distribution and marketing systems. Anchor bottlers tend to be
large and geographically diverse with strong financial and
management resources. In 1996, the Company's anchor bottlers
produced and distributed approximately 30% of the Company's total
worldwide unit case volume. Currently, eight companies are
designated as anchor bottlers, providing the Company with strong
partners on every major continent around the world.
The Company has substantial equity positions in approximately
43 unconsolidated bottling, canning and distribution operations
for its products worldwide, including bottlers representing
approximately 51% of the Company's total U.S. unit case volume in
1996. Of these, significant equity method investee bottlers
include those hereinafter described.
COCA-COLA ENTERPRISES INC. ("COCA-COLA ENTERPRISES"). The
Company's ownership interest in Coca-Cola Enterprises is
approximately 45%. Coca-Cola Enterprises is the world's largest
bottler of the Company's beverage products. Net sales of
concentrates and syrups by the Company to Coca-Cola Enterprises
were $1.6 billion in 1996. Coca-Cola Enterprises also purchases
high fructose corn syrup from 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 41 states, the District of Columbia, the
U.S. Virgin Islands, Great Britain, the
5
Netherlands, France and Belgium) contain approximately 55% of
the United States population, 100% of the populations of Great
Britain, the Netherlands and Belgium and 98% of the population
of France.
In 1996, approximately 67% of the unit case volume of
Coca-Cola Enterprises (excluding products in post-mix (fountain)
form) was Coca-Cola Trademark Beverages, approximately 24% of its
unit case volume was other Company Trademark Beverages, and
approximately 9% of its unit case volume was beverage products of
other companies. Coca-Cola Enterprises' net sales of beverage
products were approximately $7.9 billion in 1996.
COCA-COLA AMATIL LIMITED ("COCA-COLA AMATIL"). In 1996,
Coca-Cola Amatil issued approximately 46 million shares of common
stock in exchange for approximately U.S.$522 million. The
issuance reduced the Company's ownership interest in Coca-Cola
Amatil from approximately 39% to approximately 36%. 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,
Austria, Hungary, Papua New Guinea, the Czech and Slovak
Republics, Indonesia, Belarus, Slovenia, Ukraine, Poland,
Switzerland, Romania, Bosnia-Herzegovina and Croatia. 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, Austria,
Switzerland, Poland, Hungary, Croatia, the Czech and Slovak
Republics, Belarus, Slovenia and Ukraine, 83% of the population
of Papua New Guinea, 97% of the population of Indonesia, 46% of
the population of Romania and 74% of the population of Bosnia-
Herzegovina. In 1996, Coca-Cola Amatil's net sales of beverage
products were approximately U.S.$2.9 billion.
In 1996, approximately 57% of the unit case volume of
Coca-Cola Amatil was Coca-Cola Trademark Beverages, approximately
36% of its unit case volume was other Company Trademark
Beverages, approximately 5% of its unit case volume was beverage
products of Coca-Cola Amatil and approximately 2% of its unit
case volume was beverage products of other companies.
COCA-COLA FEMSA, S.A. DE C.V. ("COCA-COLA FEMSA"). The
Company owns a 30% economic interest in Coca-Cola FEMSA, a
Mexican holding company with bottling subsidiaries in the Valley
of Mexico, Mexico's southeastern region and Argentina. Coca-Cola
FEMSA estimates that the territories in which it markets beverage
products contain approximately 29% of the population of Mexico
and 29% of the population of Argentina.
In 1996, Coca-Cola FEMSA's net sales of beverage products were
approximately U.S.$944 million. In 1996, approximately 78% of
the unit case volume of Coca-Cola FEMSA was Coca-Cola Trademark
Beverages, approximately 20% of its unit case volume was other
Company Trademark Beverages, and approximately 2% of its unit
case volume was beverage products of other companies.
COCA-COLA BOTTLERS PHILIPPINES, INC. ("CCBPI"). The Company
owns a 30% interest in CCBPI, the only bottler authorized to
manufacture and distribute beverage products of the Company in
the Philippines. In 1996, CCBPI's net sales of beverage products
were approximately U.S.$896 million.
In 1996, approximately 73% of the unit case volume of CCBPI
was Coca-Cola Trademark Beverages, approximately 19% of its unit
case volume was other Company Trademark Beverages, and
approximately 8% 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 the 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. The joint venture is applicable
to ready-to-drink tea and coffee beverages in the United States
and approximately 39 other countries.
During 1996, The Minute Maid Company entered into a joint
venture agreement with Groupe Danone to produce, distribute and
sell premium refrigerated ready-to-serve fruit juice products.
These products will be marketed by the joint venture in selected
countries outside 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
OTHER DEVELOPMENTS
During 1996, The Minute Maid Company sold two of its
manufacturing facilities and entered into an agreement with the
purchaser to provide processing and packaging services to the
division.
SEASONALITY
Soft drink and noncarbonated beverage 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 beverages business may be affected by
weather conditions.
COMPETITION
The 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 the 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. The 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.
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. 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.
RAW MATERIALS
The principal raw material used by the 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. 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 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 the 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-
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 Hoechst Aktiengesellschaft.
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 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.
7
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
(herein collectively 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,
transportation, sale, safety, advertising, labeling and
ingredients of such products.
A California law requires that any person who exposes another
to a carcinogen or a reproductive toxicant must provide a warning
to that effect. Because the law does not define quantitative
thresholds below which a warning is not required, virtually all
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 beverage products presently offer
non-refillable containers in all areas of the United States and
Canada. Many such bottlers also offer refillable containers,
although overall U.S. sales in refillable containers are
relatively limited. 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. Deposit proposals
have been introduced in other states and localities and in
Congress, and the Company anticipates that similar legislation
may be introduced in the future at both the state and the federal
level.
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, 1996, the Company and its subsidiaries
employed approximately 26,000 persons, down from 32,000 in 1995,
due primarily to divestitures of juice processing plants in
Florida and certain Company-owned bottling operations in Europe
and Latin America. Approximately 9,000 of these employees 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
8
agreements on satisfactory terms. The Company believes that its
relations with its employees are generally satisfactory.
FINANCIAL INFORMATION ON GEOGRAPHIC AREAS
For financial information on operations in geographic areas,
see page 66 of the Annual Report to Share Owners for the year
ended December 31, 1996, which is incorporated herein by
reference.
ITEM 2. PROPERTIES
The Company's worldwide headquarters is located on a 40-acre
office complex in Atlanta, Georgia. The complex includes the
approximately 480,000 square foot headquarters building, the
approximately 731,000 square foot Coca-Cola USA building and, in
addition, an approximately 232,000 square foot office 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 259,000 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. The
Company and its subsidiaries and divisions have facilities for
administrative operations, manufacturing, processing, packaging,
packing, storage and warehousing throughout the United States.
The Company owns and operates 36 principal beverage
concentrate and/or syrup manufacturing plants throughout the
world. The Company currently owns or holds a majority interest
in 33 operations with 31 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 nine 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 manufacturing
overflow.
The Company directly or through wholly owned subsidiaries owns
or leases additional real estate throughout the world, including
a wholly owned office and retail 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 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. 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.
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.
9
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 intentional 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 Company's efforts to obtain
distribution of its lemon-lime soft drink, Sprite, through
bottlers of Coca-Cola.
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 1994, the
federal Lanham Act suit was tried and resulted in a jury verdict
in favor of The Seven-Up Company on certain of its claims. The
jury awarded The Seven-Up Company a total of $2.53 million in
damages. In December 1994, the federal court entered an order
setting aside that damage award and awarded judgment in favor of
the Company notwithstanding the verdict. The Seven-Up Company
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 The Seven-Up Company's remaining
claims. The Seven-Up Company appealed that ruling as well.
On July 8, 1996, the U.S. Court of Appeals for the Fifth
Circuit affirmed the federal trial court's decision granting the
Company's motion for judgment in its favor notwithstanding the
jury's verdict for The Seven-Up Company.
On August 28, 1996, the Texas Court of Appeals affirmed the
summary judgment that the trial court had granted in the
Company's favor dismissing all of The Seven-Up Company's state
claims as barred by the doctrine of res judicata. On
September 12, 1996, The Seven-Up Company filed a motion for a
rehearing of this decision, which was denied by the Texas Court
of Appeals on October 23, 1996. On November 22, 1996, The
Seven-Up Company filed an application for writ of error with the
Texas Supreme Court. The Company's papers in opposition to the
granting of the writ of error were filed on December 16, 1996.
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 beverages 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 beverages
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, 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 beverages during the period from
10
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.
On April 4, 1995, the Court granted defendants' motion to
dismiss the complaint, ruling that the Federal Food and Drug
Administration has primary jurisdiction over the issue raised by
plaintiffs; and that, in any event, plaintiffs had failed to
state a cause of action under any of the various fraud,
misrepresentation and/or consumer protection counts of their
complaint. The Court also held that plaintiffs had no unjust
enrichment claim. Plaintiffs' cross motions for class action
certification and partial summary judgment were deemed moot in
light of the Court's other rulings and were not formally ruled
upon. Plaintiffs thereafter filed a notice of appeal and also
asked the Court to reconsider its earlier opinion. The latter
request was denied by the Court on October 31, 1995. On
August 12, 1996, the Appellate Division of the New York Supreme
Court affirmed the ruling of the lower court in favor of the
Company and other defendants. Plaintiffs thereafter filed a
motion for leave to appeal to the New York Court of Appeals,
which motion was opposed by the defendants. On November 26,
1996, the New York Court of Appeals denied plaintiffs' motion,
thereby ending this litigation.
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 allege 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 total
approximately $530 million as of the assessment date and accrue
interest from such 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. The Company intends to timely contest
the assessments through the Brazilian Federal Revenue Service
administrative appeals process.
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.
11
ITEM X. EXECUTIVE OFFICERS OF THE COMPANY
The following are the executive officers of the Company:
Roberto C. Goizueta, 65, 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, 49, 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.
James E. Chestnut, 46, 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, 43, is Senior Vice President of the Company
and President of the North America Group. 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.
E. Neville Isdell, 53, is Senior Vice President of the
Company and President of the Greater Europe Group. 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. He was appointed to his present position in January
1995.
Douglas N. Daft, 53, is Senior Vice President of the
Company and President of the Middle and Far East Group. 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 was appointed to his
current position, effective January 1995.
Carl Ware, 53, is Senior Vice President of the Company and
President of the Africa Group. 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 until he was named to his current position, effective
January 1993.
12
Timothy J. Haas, 50, is Senior Vice President of the
Company and President of the Latin America Group. Mr. Haas
was appointed Vice President, Sales, of Coca-Cola Foods in
1983 and Senior Vice President, Sales, of Coca-Cola Foods in
1985. In March 1991, he was appointed President and Chief
Executive Officer of Coca-Cola Foods. In April 1991, he was
elected Vice President of the Company. In 1995, he was named
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, 57, is Senior Vice President of the
Company and President and Chief 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.
Joseph R. Gladden, Jr., 54, 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, 51, 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., 60, is Senior Vice President of the
Company with responsibility for Corporate Affairs. Mr.
Leonard was elected to his current position in April 1983.
Anton Amon, 53, 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, 55, 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.
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.
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 39 through 47, "Selected Financial Data" for
the years 1995 and 1996 on page 48, "Stock Prices" on page 69 and
"Common Stock" and "Dividends," under the heading "Share-Owner
Information" on page 72 of the Company's Annual Report to Share
Owners for the year ended December 31, 1996, are incorporated
herein by reference.
During the fiscal year ended December 31, 1996, no equity
securities of the Registrant were sold by the Registrant which
were not registered under the Securities Act of 1933, as amended.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" for the years 1992 through 1996, on
pages 48 and 49 of the Company's Annual Report to Share Owners
for the year ended December 31, 1996, 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 39 through 47 of the Company's Annual Report
to Share Owners for the year ended December 31, 1996, 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, 1996, are
incorporated herein by reference:
Consolidated Balance Sheets -- December 31, 1996 and 1995.
Consolidated Statements of Income -- Years ended December
31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows -- Years ended
December 31, 1996, 1995 and 1994.
Consolidated Statements of Share-Owners' Equity -- Years
ended December 31, 1996, 1995 and 1994.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
"Quarterly Data (Unaudited)" on page 69 of the Company's Annual
Report to Share Owners for the year ended December 31, 1996, 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 Registrant, the subsections
under the heading "Election of Directors" entitled "Board of
Directors" and "Recommendation of the Board of Directors
Concerning the Election of Directors" on pages 2 through 5 of the
Company's Proxy Statement for the Annual Meeting of Share Owners
to be held April 16, 1997, is incorporated herein by reference.
See Item X in Part I hereof for information regarding executive
officers of the Registrant.
ITEM 11. EXECUTIVE COMPENSATION
The subsection under the heading "Election of Directors"
entitled "Committees of the Board of Directors; Meetings and
Compensation of Directors" on pages 8 and 9 and the portion of
the section entitled "Executive Compensation" set forth on pages
10 through 17 of the Company's Proxy Statement for the Annual
Meeting of Share Owners to be held April 16, 1997, 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" and
"Principal Share Owners" on pages 6 through 8, and the subsection
under the heading "Certain Investee Companies" entitled
"Ownership of Securities in Coca-Cola Enterprises and Coca-Cola
Beverages" on pages 24 and 25 of the Company's Proxy Statement
for the Annual Meeting of Share Owners to be held April 16, 1997,
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; Meetings and
Compensation of Directors" and "Certain Transactions" on pages 8
through 10, the subsection under the heading "Executive
Compensation" entitled "Compensation Committee Interlocks and
Insider Participation" on page 23 and the subsection under the
heading "Certain 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 16, 1997, 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
Registrant's Annual Report to Share Owners for the year
ended December 31, 1996, are incorporated by reference in
Part II, Item 8:
Consolidated Balance Sheets -- December 31, 1996 and
1995.
Consolidated Statements of Income -- Years ended December
31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows -- Years ended
December 31, 1996, 1995 and 1994.
Consolidated Statements of Share-Owners' Equity -- Years
ended December 31, 1996, 1995 and 1994.
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 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 Certificate of Incorporation of the Registrant, including
Amendment of Certificate of Incorporation, effective May
1, 1996 -- incorporated herein by reference to Exhibit 3
of the Registrant'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 Registrant, as amended and restated through
October 17, 1996 -- incorporated herein by reference to
Exhibit 3 of the Registrant's Form 10-Q Quarterly Report
for the quarter ended September 30, 1996.
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, 1995.*
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, 1995.*
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.*
16
EXHIBIT NO.
- -----------
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, 1995.*
10.5 Agreement, dated February 28, 1983, between the Registrant
and Roberto C. Goizueta -- incorporated herein by
reference to Exhibit 10.5 of the Registrant's Form 10-K
Annual Report for the year ended December 31, 1994.*
10.6 Amendment, dated February 10, 1984, to the Agreement dated
February 28, 1983, between the Registrant and Roberto C.
Goizueta -- incorporated herein by reference to Exhibit
10.6 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1994.*
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.*
10.8.1 1987 Stock Option Plan of the Registrant, as amended
through October 17, 1996.*
10.8.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of the
Registrant.*
10.8.3 Resolutions, dated October 17, 1996, adopted by the Stock
Option Subcommittee of the Compensation Committee of the
Board of Directors of the Registrant.*
10.9.1 1991 Stock Option Plan of the Registrant, as amended
through October 17, 1996.*
10.9.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of the
Registrant.*
10.9.3 Resolutions, dated October 17, 1996, adopted by the Stock
Option Subcommittee of the Compensation Committee of the
Board of Directors of the Registrant.*
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.*
10.11.1 1989 Restricted Stock Award Plan of the Registrant, as
amended through October 17, 1996.*
10.11.2 Resolutions, dated October 17, 1996, adopted by the
Restricted Stock Subcommittee of the Compensation
Committee of the Board of Directors of the Registrant.*
10.12 Performance Unit Agreement, dated December 19, 1985,
between the Registrant and Roberto C. Goizueta, as
amended -- incorporated herein by reference to Exhibit
10.12 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1995.*
10.13 Compensation Deferral & Investment Program, as amended,
including Amendment Number Four dated November 28, 1995 -
- incorporated herein by reference to Exhibit 10.13 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1995.*
10.14 Restricted Stock Agreement, dated August 4, 1982, between
the Registrant and Roberto C. Goizueta, as amended --
incorporated herein by reference to Exhibit 10.14 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1995.*
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, 1995.*
10.16 Special Medical Insurance Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit
10.16 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1995.*
10.17.1 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.*
17
EXHIBIT NO.
- -----------
10.17.2 Amendment Number Five to the Supplemental Benefit Plan of
the Registrant.*
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 --
incorporated herein by reference to Exhibit 10.22 of the
Registrant's Form 10-K Annual Report for the year ended
December 31, 1994.*
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
Quarterly Report for the quarter ended March 31, 1994.*
10.24 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).
10.25 Letter Agreement dated March 15, 1989, between the
Registrant and Coca-Cola Enterprises regarding the United
States Master Bottle Contracts, as amended by letter
agreement dated December 18, 1991 -- incorporated herein
by reference to Exhibit 10.23 of Coca-Cola Enterprises'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1991 (File No. 01-09300).
12.1 Computation of Ratios of Earnings to Fixed Charges for the
years ended December 31, 1996, 1995, 1994, 1993 and 1992.
13.1 Portions of the Registrant's 1996 Annual Report to Share
Owners expressly incorporated by reference herein: Pages
39-67, 69, 72 and 73 (definitions of "Dividend Payout
Ratio," "Economic Profit," "Free Cash Flow," "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 Registrant as of December 31,
1996.
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,
1996, 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 to this form pursuant to Item
14(c) of this report.
18
(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) 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.
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/ ROBERTO C. GOIZUETA
------------------------
Roberto C. Goizueta
Chairman, Board of Directors,
Chief Executive Officer
and a Director
Date: March 11, 1997
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
(Principal Executive Officer)
March 11, 1997 March 11, 1997
/s/ JAMES E. CHESTNUT *
- ---------------------------- --------------------------
James E. Chestnut Warren E. Buffett
Senior Vice President and Chief Director
Financial Officer
(Principal Financial Officer)
March 11, 1997 March 11, 1997
/s/ GARY P. FAYARD *
- ---------------------------- --------------------------
Gary P. Fayard Charles W. Duncan, Jr.
Vice President and Controller Director
(Principal Accounting Officer)
March 11, 1997 March 11, 1997
* *
- ---------------------------- --------------------------
Herbert A. Allen M. Douglas Ivester
Director Director
March 11, 1997 March 11, 1997
* *
- ---------------------------- --------------------------
Ronald W. Allen Susan B. King
Director Director
March 11, 1997 March 11, 1997
20
* *
- ---------------------------- --------------------------
Donald F. McHenry James D. Robinson III
Director Director
March 11, 1997 March 11, 1997
* *
- ---------------------------- --------------------------
Sam Nunn Peter V. Ueberroth
Director Director
March 11, 1997 March 11, 1997
* *
- ---------------------------- --------------------------
Paul F. Oreffice James B. Williams
Director Director
March 11, 1997 March 11, 1997
* By: /s/ CAROL C. HAYES
Carol C. Hayes
Attorney-in-fact
March 11, 1997
21
ANNUAL REPORT ON FORM 10-K
ITEM 14(d)
FINANCIAL STATEMENT SCHEDULE
YEAR ENDED DECEMBER 31, 1996
THE COCA-COLA COMPANY AND SUBSIDIARIES
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended December 31, 1996
(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.. $ 34 $ 9 $ - $ 13 $ 30
Miscellaneous investments
and other assets........... 55 287 - 3 339
Deferred tax assets........ 42 - - 24 18
---- ---- --- --- ----
$ 131 $ 296 $ - $ 40 $ 387
==== ==== === === ====
- ---------------------------------
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... $ 6 $ - $ - $ 6
Foreign exchange adjustments........... 1 - - 1
Other transactions..................... 6 3 24 33
--- --- --- ---
$ 13 $ 3 $ 24 $ 40
=== === === ===
F-1
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
Year ended December 31, 1995
(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 $ 15 $ - $ 14 $ 34
Miscellaneous investments and
other assets............... 79 5 - 29 55
Deferred tax assets........ 46 15 - 19 42
---- --- --- --- ----
$ 158 $ 35 $ - $ 62 $ 131
==== === === === ====
- ---------------------------------
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... $ 13 $ 6 $ - $ 19
Foreign exchange adjustments........... (1) - - (1)
Other transactions..................... 2 23 19 44
---- --- --- ----
$ 14 $ 29 $ 19 $ 62
==== === === ===
F-2
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-3
EXHIBIT INDEX
DESCRIPTION
EXHIBIT NO.
- -----------
3.1 Certificate of Incorporation of the Registrant,
including Amendment of Certificate of Incorporation,
effective May 1, 1996 -- incorporated herein by
reference to Exhibit 3 of the Registrant'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 Registrant, as amended and restated
through October 17, 1996 -- incorporated herein by
reference to Exhibit 3 of the Registrant's Form 10-Q
Quarterly Report for the quarter ended September 30,
1996.
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, 1995.*
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, 1995.*
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, 1995.*
10.5 Agreement, dated February 28, 1983, between the
Registrant and Roberto C. Goizueta -- incorporated
herein by reference to Exhibit 10.5 of the
Registrant's Form 10-K Annual Report for the year
ended December 31, 1994.*
10.6 Amendment, dated February 10, 1984, to the Agreement
dated February 28, 1983, between the Registrant and
Roberto C. Goizueta -- incorporated herein by
reference to Exhibit 10.6 of the Registrant's
Form 10-K Annual Report for the year ended December
31, 1994.*
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.*
10.8.1 1987 Stock Option Plan of the Registrant, as amended
through October 17, 1996.*
10.8.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of
the Registrant.*
10.8.3 Resolutions, dated October 17, 1996, adopted by the
Stock Option Subcommittee of the Compensation
Committee of the Board of Directors of the
Registrant.*
10.9.1 1991 Stock Option Plan of the Registrant, as amended
through October 17, 1996.*
10.9.2 Resolutions, dated October 17, 1996, adopted by the
Compensation Committee of the Board of Directors of
the Registrant.*
10.9.3 Resolutions, dated October 17, 1996, adopted by the
Stock Option Subcommittee of the Compensation
Committee of the Board of Directors of the
Registrant.*
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.*
10.11.1 1989 Restricted Stock Award Plan of the Registrant, as
amended through October 17, 1996.*
10.11.2 Resolutions, dated October 17, 1996, adopted by the
Restricted Stock Subcommittee of the Compensation
Committee of the Board of Directors of the
Registrant.*
10.12 Performance Unit Agreement, dated December 19, 1985,
between the Registrant and Roberto C. Goizueta, as
amended -- incorporated herein by reference to Exhibit
10.12 of the Registrant's Form 10-K Annual Report for
10.13 Compensation Deferral & Investment Program, as amended,
including Amendment Number Four dated November 28,
1995 -- incorporated herein by reference to Exhibit
10.13 of the Registrant's Form 10-K Annual Report for
the year ended December 31, 1995.*
10.14 Restricted Stock Agreement, dated August 4, 1982,
between the Registrant and Roberto C. Goizueta, as
amended -- incorporated herein by reference to Exhibit
10.14 of the Registrant's Form 10-K Annual Report for
the year ended December 31, 1995.*
EXHIBIT NO.
- -----------
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, 1995.*
10.16 Special Medical Insurance Plan of the Registrant, as
amended -- incorporated herein by reference to Exhibit
10.16 of the Registrant's Form 10-K Annual Report for
the year ended December 31, 1995.*
10.17.1 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.*
10.17.2 Amendment Number Five to the Supplemental Benefit Plan
of the Registrant.*
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 --
incorporated herein by reference to Exhibit 10.22 of
the Registrant's Form 10-K Annual Report for the year
ended December 31, 1994.*
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 Quarterly Report for the quarter ended March 31,
1994.*
10.24 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).
EXHIBIT NO.
- -----------
10.25 Letter Agreement dated March 15, 1989, between the
Registrant and Coca-Cola Enterprises regarding the
United States Master Bottle Contracts, as amended by
letter agreement dated December 18, 1991 --
incorporated herein by reference to Exhibit 10.23 of
Coca-Cola Enterprises' Annual Report on Form 10-K for
the fiscal year ended December 31, 1991 (File No.
01-09300).
12.1 Computation of Ratios of Earnings to Fixed Charges for
the years ended December 31, 1996, 1995, 1994, 1993
and 1992.
13.1 Portions of the Registrant's 1996 Annual Report to
Share Owners expressly incorporated by reference
herein: Pages 39-67, 69, 72 and 73 (definitions of
"Dividend Payout Ratio," "Economic Profit," "Free Cash
Flow," "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 Registrant as of December
31, 1996.
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,
1996, 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 to this form pursuant to Item
14(c) of this report.