Back to GetFilings.com
1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------------
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 01-09300
[COCA-COLA ENTERPRISES INC. LOGO]
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-0503352
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION
NUMBER)
2500 WINDY RIDGE PARKWAY, ATLANTA, GEORGIA 30339
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(770) 989-3000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
---------------------
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------
Common Stock, par value $1.00 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
---------------------
Indicate by check mark whether the registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of Common Stock held by nonaffiliates of the
registrant as of February 21, 1997 was $3,538,829,156.
There were 125,806,395 shares of Common Stock outstanding as of February
21, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Share Owners for the year
ended December 31, 1996, are incorporated by reference in Parts II and IV.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Share Owners to be held on April 21, 1997 are incorporated by reference in Part
III hereof.
================================================================================
2
TABLE OF CONTENTS
PAGE
----
PART I
ITEM 1. BUSINESS.................................................... 1
Introduction................................................ 1
Relationship with The Coca-Cola Company..................... 2
Acquisitions................................................ 2
Territories................................................. 3
Products.................................................... 4
Marketing................................................... 5
Raw Materials............................................... 5
Domestic Bottle Contracts................................... 6
International Bottler's Agreements.......................... 9
Competition................................................. 11
Employees................................................... 12
Governmental Regulation..................................... 12
Financial Information on Industry Segments and Geographic
Areas................................................ 14
ITEM 2. PROPERTIES.................................................. 14
ITEM 3. LEGAL PROCEEDINGS........................................... 15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 16
ITEM 4(A). EXECUTIVE OFFICERS OF THE COMPANY........................... 17
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS....................................... 19
ITEM 6. SELECTED FINANCIAL DATA..................................... 19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.................................. 20
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.......... 20
ITEM 11. EXECUTIVE COMPENSATION...................................... 20
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................ 20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 20
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K....................................................... 21
SIGNATURES.................................................. 28
3
PART I
ITEM 1. BUSINESS
INTRODUCTION
Coca-Cola Enterprises Inc. (the "Company") is in the liquid nonalcoholic
refreshment business and is the world's largest marketer, distributor and
producer of bottled and canned beverage products of The Coca-Cola Company. The
Company's bottling territories are located in the United States, Great Britain,
France, Belgium and the Netherlands.
The Company was incorporated in Delaware in 1944 as a wholly owned
subsidiary of The Coca-Cola Company and became a public company in 1986. At
December 31, 1996, The Coca-Cola Company owned approximately 44.9% of the
Company's common stock. References in this report to the "Company" include the
Company and its subsidiaries and divisions.
The Company's domestic and international bottling territories (see
"Territories" below), contained approximately 282 million people at the end of
1996. Throughout the Company's bottling territories, sales of beverage product
totaled approximately 2.7 billion equivalent cases(1) in 1996. As used in the
description of the business of the Company, and unless the context indicates
otherwise, the population within bottling territories and sales information are
reported as if all companies acquired during 1996 and through February 1997 had
been owned at January 1, 1996.
Bottling Operations
In the United States, the Company operates in exclusive and perpetual
territories containing approximately 55% of the population of the United States.
In Europe, the Company's territories include all of the Netherlands, Belgium,
Great Britain and most of France. (See "Territories" and "International
Bottler's Agreement" below.)
Management estimates that 1996 total case sales of all beverage products
were approximately 1.9 billion equivalent cases within the Company's territories
in the United States and approximately 766 million equivalent cases in its
European territories.
In 1996 approximately 88% of the equivalent case sales of the beverage
products sold throughout the Company's territories worldwide were produced and
sold under licenses from The Coca-Cola Company.
Strategy
The Company's primary operating objective is to increase long-term
operating cash flows through profitable increases in sales volume. The Company
plans to achieve its operating objective through the continued implementation
and execution of the following strategies:
- creating and executing innovative and superior marketing programs at
the local level;
- balancing volume growth with improved margins and sustainable
increases in market share;
- developing profitable business partnerships with customers;
- integrating its international and domestic acquisitions; and
- structuring compensation plans to help focus its employees on
enhancing share-owner value.
- ---------------
(1) As used in this report, the term "equivalent case" refers to 192 ounces of
finished beverage product (24 eight-ounce servings).
1
4
The Company's primary financial objective is to deliver a superior
investment return to share owners. The Company strives to achieve this objective
through the continued implementation and execution of the following strategies:
- allocating resources appropriately between capital expenditures,
infrastructure investment, share repurchases, acquisitions and debt
repayment;
- maintaining a capital structure which maximizes financial flexibility,
given current investment opportunities; and
- continuing to evaluate acquisition opportunities that will result in
long-term value.
RELATIONSHIP WITH THE COCA-COLA COMPANY
The Coca-Cola Company is the Company's largest share owner. The Chairman of
the Board of Directors and three other directors of the Company are executive
officers or former executive officers of The Coca-Cola Company.
The Company and The Coca-Cola Company are parties to a number of
significant transactions and agreements incident to their respective businesses
and may enter into additional material transactions and agreements in the
future.
The Company conducts its business primarily under contracts with The
Coca-Cola Company. These contracts give the Company the exclusive right to
market, distribute, and produce beverage products of The Coca-Cola Company in
authorized bottles and cans in specified territories and provide The Coca-Cola
Company with the ability, in its sole discretion, to establish prices, terms of
payment, and other terms and conditions for the purchase of concentrates and
syrups from The Coca-Cola Company. See "Domestic Bottle Contracts" and
"International Bottler's Agreements" below. Other significant transactions and
agreements include arrangements for cooperative marketing, advertising
expenditures, and purchases of sweeteners.
Since 1979, The Coca-Cola Company has assisted in the transfer of ownership
or financial restructuring of a majority of its United States bottler operations
and has assisted in similar transfers of bottlers operating outside the United
States. Certain bottlers and interests therein have been acquired by The
Coca-Cola Company, and certain of those have been sold to bottlers, including
the Company, which are believed by management of The Coca-Cola Company to be the
best suited to manage and develop these acquired operations. The Coca-Cola
Company has advised the Company that it may continue this reorganization of its
bottler system. See "Acquisitions" below and "Certain Relationships and Related
Transactions -- Agreements and Transactions with The Coca-Cola Company" in the
Company's Proxy Statement for the Annual Meeting of Share Owners to be held
April 21, 1997 (the "Company's 1997 Proxy Statement"), which information is
incorporated by reference in Item 13 hereof.
ACQUISITIONS
On February 21, 1996, the Company acquired the Ouachita Coca-Cola Bottling
Company, Inc. (the world's first Coca-Cola bottler), having territories in
Arkansas, Louisiana and Mississippi, for a transaction value (purchase price and
issued and assumed debt) of approximately $313 million, which was paid to the
former shareholders in cash, common stock and convertible preferred stock of the
Company.
On July 26, 1996, the Company acquired the bottling and canning operations
of The Coca-Cola Company in France and Belgium for a transaction value (purchase
price and assumed debt, net of cash acquired) of approximately $915 million.
On August 12, 1996, the Company acquired Coca-Cola Bottling Company West,
Inc. and Grand Forks Coca-Cola Bottling Co. for a transaction value (purchase
price and assumed debt) of $158
2
5
million. These companies operate in a franchise territory which includes parts
of Minnesota, Montana, North Dakota, South Dakota and Wyoming.
On February 10, 1997, the Company acquired Coca-Cola & Schweppes Beverages
Limited, the bottler for Great Britain, for a transaction value (purchase price,
assumed debt and other long-term obligations) of approximately 1.2 billion
pounds sterling, or approximately $2 billion.
The total cost of all of the Company's acquisitions since reorganization in
1986 through the date of this report is $9.2 billion including assumed and
issued debt where applicable. The Company intends to acquire only bottling
businesses offering the Company the ability to produce long-term share-owner
value.
TERRITORIES
The Company's bottling territories in the United States include portions of
41 states and all of the District of Columbia. At December 31, 1996, these
territories contained approximately 146 million people, representing
approximately 55% of the United States population.
[Paste up]
[map of U.S. territory]
3
6
The bottling territories for the Company's European operations consist of
Great Britain, the Netherlands, Belgium, and most of France. The aggregate
population of these territories was approximately 136 million people at December
31, 1996.
[Paste up]
[map of European territory]
PRODUCTS
Within its domestic territories the Company markets, distributes and
produces beverage products of The Coca-Cola Company; these products include
Coca-Cola, Coca-Cola classic, caffeine free Coca-Cola classic, diet Coke,
caffeine free diet Coke, Sprite, diet Sprite, Cherry Coke, diet Cherry Coke,
Barq's, Fanta, Fresca, Fruitopia, Mello Yello, Minute Maid juices, Hi-C fruit
drinks, Mr. PiBB, POWERaDE, Surge, and TAB. Additionally, the Company markets,
distributes and produces (or obtains from contract packers) Nestea products,
under license from Coca-Cola Nestle Refreshments Company, USA, and various
noncola beverage products under the trademarks of companies other than The
Coca-Cola Company. Substantially all of the beverages bearing the trademark
"Coca-Cola" or "Coke" (the "Coca-Cola Trademark Beverages") as well as TAB,
Sprite and Minute Maid juices, are available throughout the Company's domestic
territories. Other products of The Coca-Cola Company and of other companies,
including products of Dr Pepper/Seven-Up, Inc., are available in selected
territories. Certain of the Company's locations supply products to other
Coca-Cola bottlers and major fountain accounts.
Major products marketed and distributed by the Company in its European
territories include Aquarius, Bonaqua, Buxton Mineral Water, caffeine free
Coca-Cola, caffeine free Coca-Cola light, Canada Dry, Cherry Coke, Coca-Cola,
Coca-Cola light, Cresta flavors, diet Coke, Dr Pepper, Fanta, Finley, Five
Alive, Fruitopia, Kia-Ora, Kinley, Lilt, Minute Maid juices, Nestea, Oasis,
Perrier Mineral Water, Roses, Schweppes, Schweppes Lemonade, Schweppes Mixers,
Schweppes Traditionals, Sprite, and Sprite light.
The Coca-Cola Company and other companies manufacture syrups and
concentrates, and in some cases the finished product, for sale to bottlers and
to fountain wholesalers. The Company's bottling and canning operations combine
the syrup or concentrate with sweetener and carbonated water, and package the
finished product in authorized containers for sale and direct store delivery to
retailers. See "Marketing" and "Raw Materials" below.
Approximately 72% of the Company's domestic equivalent case sales in 1996
(excluding post-mix) represented caloric products and the balance represented
low-calorie products. "Post-mix" (sometimes called fountain syrup) is syrup
which is mixed with water and carbon dioxide at the time it is being dispensed
in open containers, such as cups, for immediate consumption.
4
7
MARKETING
The Company sells its products in a variety of packages authorized by The
Coca-Cola Company and other companies. In 1996, domestic and international
equivalent case sales of the Company, excluding post-mix syrup sales, were
packaged approximately 49% in cans, 45% in other nonrefillable packaging, 5% in
returnable containers, and 1% in pre-mix containers. Post-mix syrup accounted
for approximately 12% of the Company's equivalent case sales in 1996.
The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and the other beverage
companies that supply concentrates, syrups, and finished products to the Company
join in making substantial advertising expenditures in all major media to
promote sales in the local areas served by the Company. The Company also
benefits from national advertising programs conducted by The Coca-Cola Company
and other beverage companies. Certain of the marketing expenditures by The
Coca-Cola Company and other beverage companies are made pursuant to annual
arrangements. Although The Coca-Cola Company has advised the Company that it
intends to continue to provide marketing support in 1997, it is not obligated to
do so under either the domestic or international bottle contracts, except as
otherwise specifically committed. See "Domestic Bottle Contracts" and
"International Bottler's Agreements" below.
Sales of the Company's products are seasonal, with the second and third
calendar quarters accounting for higher sales volumes than the first and fourth
quarters. The addition of the international bottling territories in Great
Britain, France and Belgium will result in more volatility in sales volume
because of the higher sensitivity of European consumption to weather conditions.
RAW MATERIALS
In addition to concentrates, sweeteners, and finished product, the Company
purchases carbon dioxide, glass and plastic bottles, cans, closures, post-mix
packaging (such as plastic bags in cardboard boxes), and other packaging
materials. The Company generally purchases its raw materials, other than
concentrates, syrups, and sweeteners, from multiple suppliers. The domestic and
international bottle contracts with The Coca-Cola Company provide that, with
respect to the products of The Coca-Cola Company, all authorized containers,
closures, cases, cartons, and other packages and labels must be purchased from
manufacturers approved by The Coca-Cola Company.
High fructose corn syrup currently is the principal sweetener used by the
Company in the United States for the beverage products, other than low-calorie
products, of The Coca-Cola Company. The Company and The Coca-Cola Company have
entered into arrangements for the purchase by the Company from The Coca-Cola
Company of substantially all of the Company's 1997 requirements for sweeteners
in the United States. See "Certain Relationships and Related
Transactions -- Agreements and Transactions with The Coca-Cola
Company -- Sweetener Requirements Agreement" in the Company's 1997 Proxy
Statement, which information is incorporated by reference in Item 13 hereof. The
Company does not separately purchase low-calorie sweeteners because sweeteners
for the low-calorie beverage products of The Coca-Cola Company are contained in
the syrup or concentrate purchased by the Company from The Coca-Cola Company. In
Europe, the principal sweetener is sugar from sugar beets, purchased from
multiple suppliers.
The Company currently purchases its requirements for plastic bottles in the
United States from manufacturers jointly owned by it and other Coca-Cola
bottlers. Management of the Company believes that ownership interests in certain
suppliers and the self-manufacture of certain packages serve to reduce or
contain costs. In Europe, the Company produces most of its plastic bottle
requirements using preforms purchased from various merchant suppliers.
5
8
There are no materials or supplies used by the Company which are currently
in short supply, although the supply of specific materials could be adversely
affected by strikes, weather conditions, governmental controls, or national
emergencies.
DOMESTIC BOTTLE CONTRACTS
The Company purchases concentrate and syrup from The Coca-Cola Company and
markets, distributes, and produces its principal liquid nonalcoholic refreshment
products within the United States under two basic forms of carbonated bottle
contracts with The Coca-Cola Company: bottle contracts that cover the Coca-Cola
Trademark Beverages (the "Cola Bottle Contracts") and bottle contracts that
cover other carbonated beverages of The Coca-Cola Company (the "Allied Bottle
Contracts") (herein referred to collectively as the "Bottle Contracts"). See
"Introduction" and "Products" above. The Company and each of its bottling
company subsidiaries are parties to one or more separate Cola Bottle Contracts
and to various Allied Bottle Contracts. In this section, unless the context
indicates otherwise, a reference to the Company refers to the legal entity that
is a party to the Bottle Contracts with The Coca-Cola Company.
The Cola Bottle Contracts
The Cola Bottle Contracts provide that the Company will purchase its entire
requirements of concentrates and syrups for Coca-Cola Trademark Beverages from
The Coca-Cola Company at prices, terms of payment, and other terms and
conditions of supply, as determined from time to time by The Coca-Cola Company
in its sole discretion. The Company has the exclusive right to distribute
Coca-Cola Trademark Beverages for sale in its territories in authorized
containers. The Coca-Cola Company may determine, from time to time in its sole
discretion, what types of containers to authorize for use with products of The
Coca-Cola Company.
Pursuant to the Cola Bottle Contracts, The Coca-Cola Company annually
establishes the prices charged to the Company for concentrates and syrups for
Coca-Cola Trademark Beverages. The Company expects that net prices charged by
The Coca-Cola Company in 1997 for syrup and concentrates will increase
approximately 2.8% as compared to 1996 prices. The Coca-Cola Company has no
rights under the Bottle Contracts to establish the resale prices at which the
Company sells its products.
The Company is obligated to maintain such plant and equipment, staff, and
distribution and vending facilities as are capable of manufacturing, packaging,
and distributing Coca-Cola Trademark Beverages in accordance with the Cola
Bottle Contracts and in sufficient quantities to fully satisfy the demand for
these beverages in its territories; to undertake adequate quality control
measures prescribed by The Coca-Cola Company; to develop and to stimulate the
demand for Coca-Cola Trademark Beverages in those territories; to use all
approved means, and spend such funds on advertising and other forms of
marketing, as may be reasonably required to satisfy that objective; and to
maintain such sound financial capacity as may be reasonably necessary to assure
performance by the Company of its obligations to The Coca-Cola Company. The
Company is required to meet annually with The Coca-Cola Company to present its
marketing, management, and advertising plans with respect to the Coca-Cola
Trademark Beverages for the year, including financial plans showing that the
Company has the consolidated financial capacity to perform its duties and
obligations to The Coca-Cola Company. The Coca-Cola Company may not unreasonably
withhold approval of such plans. If the Company carries out its plans in all
material respects, it will be deemed to have satisfied its obligations to
develop, stimulate, and satisfy fully the demand for the Coca-Cola Trademark
Beverages and to maintain the requisite financial capacity. Failure to carry out
such plans in all material respects would constitute an event of default that,
if not cured or waived by The Coca-Cola Company within 120 days of notice of the
failure, would give The Coca-Cola Company the right to terminate the Cola Bottle
Contracts. If the Company at any time fails to carry out a plan in all material
respects in any geographic segment of its territory, and if such failure is not
cured within six months after notice of the failure, The Coca-Cola Company may
6
9
reduce the territory covered by that Cola Bottle Contract by eliminating the
portion of the territory in which such failure has occurred.
The Coca-Cola Company has no obligation under the Bottle Contracts to
participate with the Company in expenditures for advertising and marketing, but
it may, in its discretion, contribute to such expenditures and undertake
independent advertising and marketing activities, as well as cooperative
advertising and sales promotion programs, that would require the cooperation and
support of the Company. Although The Coca-Cola Company has advised the Company
that it intends to continue to provide various forms of marketing support in
1997 at a comparable level of support as that provided in 1996, it is not
obligated to do so under the Bottle Contracts.
If the Company acquires control, directly or indirectly, of any bottler of
Coca-Cola Trademark Beverages in the United States, or any party controlling a
bottler of Coca-Cola Trademark Beverages in the United States, the Company must
cause the acquired bottler to amend its bottle contract for the Coca-Cola
Trademark Beverages to conform to the terms of the Cola Bottle Contracts
described above.
The domestic Cola Bottle Contracts are perpetual, but they are subject to
termination by The Coca-Cola Company upon the occurrence of an event of default
by the Company. Events of default with respect to each Cola Bottle Contract
include: (i) production or sale of any cola product not authorized by The
Coca-Cola Company; (ii) insolvency, bankruptcy, dissolution, receivership, or
the like; (iii) any disposition by the Company of any voting securities of any
bottling company without the consent of The Coca-Cola Company; and (iv) any
material breach of any obligation of the Company under that Cola Bottle Contract
that remains uncured for 120 days after notice by The Coca-Cola Company. If any
Cola Bottle Contract is terminated because of an event of default, The Coca-Cola
Company has the right to terminate all other Cola Bottle Contracts held by the
Company.
In addition, each Cola Bottle Contract held by the Company provides that
The Coca-Cola Company has the right to terminate that Cola Bottle Contract if a
person or affiliated group (with specified exceptions) acquires or obtains any
contract, option, conversion privilege, or other right to acquire, directly or
indirectly, beneficial ownership of more than 10% of any class or series of
voting securities of the Company. However, The Coca-Cola Company has agreed with
the Company that this provision will not apply with respect to the ownership of
any class or series of voting securities of the Company, although it would apply
to the voting securities of each bottling company subsidiary.
The provisions of the Cola Bottle Contracts which make it an event of
default to dispose of any Cola Bottle Contract or voting securities of any
bottling company subsidiary without the consent of The Coca-Cola Company and
which prohibit the assignment or transfer of the Cola Bottle Contracts are
designed to preclude any person not acceptable to The Coca-Cola Company from
obtaining an assignment of a Cola Bottle Contract or from acquiring any voting
securities of the Company's bottling subsidiaries. These provisions prevent the
Company from selling or transferring any of its interest in any bottling
operations without the consent of The Coca-Cola Company. These provisions may
also make it impossible for the Company to benefit from certain transactions,
such as mergers or acquisitions, involving any of the bottling operations that
might be beneficial to the Company and its share owners but which are not
acceptable to The Coca-Cola Company.
The Allied Bottle Contracts
The Allied Beverages are beverages of The Coca-Cola Company which are
neither Coca-Cola Trademark Beverages nor (except for Hi-C fruit drinks)
noncarbonated beverages. Under the Allied Bottle Contracts, the Company has
exclusive rights to distribute the Allied Beverages in authorized containers in
specified territories. These contracts contain provisions that are similar to
those of the Cola Bottle Contracts with respect to pricing, authorized
containers, planning, quality control, transfer restrictions, and related
matters. Under the Allied Bottle Contracts, the Company
7
10
likewise has advertising, marketing, and promotional obligations, but without
restriction as to the marketing of competitive products as long as there is no
manufacturing or handling of other products that would imitate, infringe upon,
or cause confusion with, the products of The Coca-Cola Company. The Coca-Cola
Company has the right to discontinue any or all Allied Beverages, and the
Company has a right, but not an obligation, under each of the Allied Bottle
Contracts (except under the Allied Bottle Contracts for Hi-C fruit drinks and
carbonated Minute Maid beverages) to elect to market any new beverage introduced
by The Coca-Cola Company under the trademarks covered by the respective Allied
Bottle Contracts. Each Allied Bottle Contract has a term of ten years and is
renewable by the bottler for an additional ten years at the end of each term.
The initial term for many of the Company's Allied Bottle Contracts expired in
1996 and substantially all were renewed. The Company intends to renew
substantially all the Allied Bottle Contracts as they expire. The Allied Bottle
Contracts are subject to termination in the event of default by the Company. The
Coca-Cola Company may terminate an Allied Bottle Contract in the event of: (i)
insolvency, bankruptcy, dissolution, receivership, or the like; (ii) termination
of the Cola Bottle Contract of the Company by either party for any reason; or
(iii) any material breach of any obligation of the Company under the Allied
Bottle Contract that remains uncured for 120 days after notice by The Coca-Cola
Company.
Supplementary Agreement
In addition to the Bottle Contracts, the Company is a party to a
supplementary agreement (the "Supplementary Agreement") with The Coca-Cola
Company regarding the exercise by The Coca-Cola Company of its rights under the
Bottle Contracts. Pursuant to the Supplementary Agreement, The Coca-Cola Company
has agreed to exercise good faith and fair dealing under the Bottle Contracts;
offer marketing support and exercise its rights under the Bottle Contracts in a
manner consistent with its dealings with comparable bottlers; offer to the
Company any material written amendment to such Bottle Contracts which it offers
to any other bottler; and, subject to certain limitations, sell syrups and
concentrates to the Company in the United States at prices not greater than
those charged to other bottlers which are parties to agreements substantially
similar to the Bottle Contracts. The Supplementary Agreement provides for a term
expiring on March 15, 1999 and may be terminated by The Coca-Cola Company upon
30 days' notice in the event that The Coca-Cola Company should cease to own more
than 40% of the Company's outstanding common stock.
Noncarbonated Beverage Agreements
The Company purchases certain noncarbonated beverages such as isotonics,
teas, and fruit drinks in finished form from The Coca-Cola Company, or its
designees, pursuant to the terms of marketing and distribution agreements (the
"Noncarbonated Beverage Agreements"). With respect to certain products, such as
Nestea, Fruitopia and Minute Maid juice drinks, the Company has not yet signed
Noncarbonated Beverage Agreements. The Noncarbonated Beverage Agreements have
certain significant differences from the Cola Bottle Contracts.
Each of the Noncarbonated Beverage Agreements has a term of ten years and
is renewable by the Company for an additional ten years at the end of each term.
The initial term for most of the Noncarbonated Beverage Agreements for POWERaDE
will expire in 2004. Unlike the Cola Bottle Contracts, which grant the Company
exclusivity in the distribution of the covered beverages in the territory, the
Noncarbonated Beverage Agreements permit The Coca-Cola Company to test market
noncarbonated beverage products in the territory, subject to the Company's right
of first refusal to do so, and to sell noncarbonated beverages to commissaries
for delivery to retail outlets in the territory where noncarbonated beverages
are consumed on-premise, such as restaurants. The Coca-Cola Company shall pay
the Company certain fees for lost volume, delivery, and taxes in the event of
such commissary sales.
The Coca-Cola Company, in its sole discretion, establishes the pricing the
Company must pay for noncarbonated beverages but has agreed, under certain
circumstances, to give the Company
8
11
the benefit of more favorable pricing if offered to other Coca-Cola bottlers.
Under the Noncarbonated Beverage Agreements for POWERaDE, the Company may not
sell other isotonic beverages.
In general, except as set forth above, the Noncarbonated Beverage
Agreements contain provisions similar to those in the Bottle Contracts with
respect to pricing, planning, quality control, marketing, and promotional
obligations.
Post-Mix Marketing, Fountain Appointments, and Other Similar Arrangements
The Company has in the past sold and delivered the post-mix products of The
Coca-Cola Company pursuant to one-year post-mix distributorship appointments. In
1996, the Company sold and/or delivered such post-mix products in all of its
major territories. Under the terms of the appointments, the Company is
authorized to distribute such syrups to retailers for dispensing to consumers
within the United States. The appointments are terminable by either party
without cause upon ten days' written notice. Unlike the Bottle Contracts, there
is no exclusive territory, and the Company faces competition not only from
sellers of other post-mix syrups but from other sellers of post-mix syrups of
The Coca-Cola Company (including The Coca-Cola Company). Depending on the
territory, the Company is involved in the sale, distribution, and marketing of
post-mix syrups in differing degrees. In some territories, the Company sells
syrup on its own behalf, but the primary responsibility for marketing lies with
The Coca-Cola Company. In other territories, the Company is responsible for
marketing post-mix syrup to certain segments of the business. See "Certain
Relationships and Related Transactions -- Agreements and Transactions with The
Coca-Cola Company, -- Agency Billing and Delivery Arrangements" in the Company's
1997 Proxy Statement, which information is incorporated by reference in Item 13
hereof.
Bottle Agreements in the United States with Other Licensors
The bottle agreements in the United States between the Company and other
licensors of beverage products and syrups contain restrictions generally similar
in effect to those in the Bottle Contracts as to trade names, approved bottles,
cans and labels, sale of imitations, and cause for termination. Those agreements
generally give those licensors the unilateral right to change the prices for
their products and syrups at any time in their sole discretion. Some of these
bottling agreements have limited terms of appointment and, in most instances,
prohibit the bottler from dealing in competitive products. The agreements with
subsidiaries of Cadbury Beverages Inc., which represented in 1996 approximately
8% of the beverages sold by the Company in the United States and the Caribbean,
provide that the parties will give each other at least one year's notice prior
to terminating the agreement for any brand, and pay certain fees in some
circumstances. Also, the Company agreed that it would not cease distributing Dr
Pepper brand products prior to December 31, 2000 or Canada Dry, Schweppes or
Squirt brand products prior to December 31, 1998. The termination provisions for
Dr Pepper renew for five-year periods, those for the other Cadbury brands renew
for 3-year periods.
INTERNATIONAL BOTTLER'S AGREEMENTS
The Company's bottlers in the Netherlands, Belgium and France (collectively
the "Company Continental Bottlers") and the Company's bottler in Great Britain
(which together with the Company Continental Bottlers are collectively called
the "Company European Bottlers"), operate in their respective territories under
bottler's agreements with The Coca-Cola Company and The Coca-Cola Export
Corporation; dated July 26, 1996 for the Company Continental Bottlers and
February 10, 1997 for the British bottler (the "International Bottler's
Agreements"); these agreements have certain significant differences from the
domestic Bottle Contracts, Noncarbonated Beverage Agreements and post-mix
arrangements described above.
9
12
The International Bottler's Agreements expire July 26, 2006 for the Company
Continental Bottlers and February 10, 2007 for the British bottler, unless
terminated earlier as provided therein. If the European Bottlers have fully
complied with the agreements during the initial term, are "capable of the
continued promotion, development, and exploitation of the full potential of the
business" and request an extension of the agreement, an additional ten-year term
may be granted at the sole discretion of The Coca-Cola Company. The Coca-Cola
Company is given the right to terminate the International Bottler's Agreements
before the expiration of the stated term upon the insolvency, bankruptcy,
nationalization, or similar condition of the Company European Bottlers or the
occurrence of a default under the International Bottler's Agreements which is
not remedied within 60 days of notice of the default being given by The
Coca-Cola Company. The International Bottler's Agreements may be terminated by
either party in the event foreign exchange is unavailable or local laws prevent
performance.
Subject to the European Supplemental Agreement, described in this report,
and certain minor exceptions, the Company European Bottlers have the exclusive
rights granted by The Coca-Cola Company in their territories to sell the
beverages covered by their respective International Bottler's Agreements in
glass bottles, PET bottles and/or cans. The covered beverages include Coca-Cola
Trademark Beverages, Allied Beverages, noncarbonated beverages and certain
beverages not sold in the United States. See "Products." The Coca-Cola Company
has retained the rights to produce and sell, or authorize third parties to
produce and sell, the beverages in any other manner or form within the
territories. The Coca-Cola Company has further granted certain Company European
Bottlers a nonexclusive authorization to package and sell post-mix and/or
pre-mix beverages in their territories; this authorization is terminable by
either party with 90 days' prior notice.
The Company European Bottlers are prohibited from making sales of the
beverages outside of their territories, or to anyone intending to resell the
beverages outside their territories, without the consent of The Coca-Cola
Company, except for sales arising out of an order from a customer in another
member state of the European Union or for export to another such member state.
The International Bottler's Agreements contemplate that there may be instances
in which large or special buyers have operations transcending the boundaries of
the territories, and in furtherance of this, the Company European Bottlers and
The Coca-Cola Company are cooperating in sales to such buyers.
The Company believes that the International Bottler's Agreements are
substantially similar to other agreements between The Coca-Cola Company and
other European bottlers of Coca-Cola Trademark Beverages Allied Beverages.
Similar to the Bottle Contracts under which the Company and its other
subsidiaries operate, the International Bottler's Agreements provide that the
sales of beverage base and other goods to the Company European Bottlers are at
prices which are set from time to time by The Coca-Cola Company. The Company
expects that net prices charged in 1997 by The Coca-Cola Company for syrup,
concentrate, and other goods will increase approximately 3% to 4% over 1996
prices.
While The Coca-Cola Company has no commitment under the International
Bottler's Agreements to provide marketing support, it has agreed with the
Company to provide certain specified assistance for limited periods of time in
connection with the Company's acquisitions of the bottlers in Belgium, France
and Great Britain. With respect to the bottlers in Belgium and France, the
Company and The Coca-Cola Company have developed a business plan though the year
2000, to be supplemented with agreed annual plans, under which the Company will
receive set levels of funds to support the marketing of Coca-Cola brands; the
Company is obligated to cause the French bottler to spend marketing funds in
support of the Coca-Cola brands, the amounts of the expenditures to increase as
case volume increases. Additionally, The Coca-Cola Company has provided for the
last six months of 1996, and has committed to provide for 1997, transitional
marketing support to the Company to support the cost of customer and consumer
programs designed to enhance the marketing and sale of the Coca-Cola brands.
With respect to the bottler in Great Britain, a business plan has been developed
by agreement of the Company and
10
13
The Coca-Cola Company through 2001, to be supplemented with agreed annual plans.
The Coca-Cola Company has committed to a minimum level of annual support
throughout the period of the business plan to fund marketing programs for
Coca-Cola brands, and to make transition support payments in agreed amounts for
1997, 1998 and 1999 to fund customer and consumer programs designed to enhance
the marketing and sale of Coca-Cola brands. The Coca-Cola Company has provided
substantial marketing support in the past to the Company's bottler in the
Netherlands, and the Company expects that increased support will be provided in
1997, as a recognition of increased sales.
European Supplemental Agreement
In addition to the International Bottler's Agreements described above, the
Company Continental Bottlers, The Coca-Cola Company and The Coca-Cola Export
Corporation are parties to a supplemental agreement (the "European Supplemental
Agreement") with regard to the Company Continental Bottlers' rights pursuant to
the International Bottler's Agreements. The European Supplemental Agreement
permits the Company Continental Bottlers to prepare, package, distribute and
sell the beverages covered by any of the Company Continental Bottlers'
International Bottler's Agreements in any other territory of another Company
Continental Bottler, provided that the Company and The Coca-Cola Company shall
have reached agreement upon a business plan for such beverages. The European
Supplemental Agreement may be terminated, either in whole or in part by
territory, by The Coca-Cola Company at any time with 90 days prior written
notice. The British bottler is not a party to the European Supplemental
Agreement, but The Coca-Cola Company has committed to enter into a similar
arrangement with it.
Bottle Agreements in Europe with Other Licensors
The bottle agreements between the Company and other licensors of beverage
products and syrups generally give those licensors the unilateral right to
change the prices for their products and syrups at any time in their sole
discretion. Some of these bottling agreements have limited terms of appointment
and, in most instances, prohibit the bottler from dealing in competitive
products. Those agreements contain restrictions generally similar in effect to
those in the International Bottler's Agreements as to trade names, approved
bottles, cans and labels, sale of imitations, planning, and cause for
termination. As a condition to Cadbury Schweppes plc's sale of its 51% interest
in the British bottler to the Company in February 1997, the Company entered into
agreements concerning certain aspects of the Schweppes products distributed by
the British bottler. These agreements impose obligations upon the Company with
respect to the marketing, sale and distribution of Schweppes products within the
British bottler's territory. These agreements further require the British
bottler to achieve certain agreed growth rates for Cadbury Schweppes brands and
grant certain rights and remedies to Cadbury Schweppes if these rates are not
met. These agreements also place some limitations upon the British bottler's
ability to discontinue Schweppes brands, and recognize the exclusivity of
certain Schweppes brands in their respective flavor categories. The British
bottler is given the first right to any new Schweppes brands introduced in the
territory. The agreements run through 2012 and are automatically renewed for a
10-year term thereafter unless terminated by either party.
COMPETITION
The liquid nonalcoholic refreshment business is highly competitive.
Competition exists among all beverages, including soft drinks, isotonics, tea,
tea drinks, juices, juice drinks, coffee, coffee drinks, water, beer, wine, wine
coolers, milk and milk drinks, and bottled waters. Competitors in this business
include bottlers and distributors of beverages marketed and advertised at
international, national, regional and local levels, as well as chain store and
private label beverages. Information on sales in the liquid nonalcoholic
refreshment business is not readily available. In the carbonated soft drink
segment of the liquid nonalcoholic refreshment business, however, the Company
estimates
11
14
that in 1996 the products of The Coca-Cola Company represented approximately 36%
of total food store carbonated soft drink sales in all domestic territories in
which the Company operates, and that those of PepsiCo, Inc. represented
approximately 31%. The Company also estimates that in each of its domestic
territories, between 55% and 75% of food store carbonated soft drink sales are
accounted for by the Company and its major carbonated soft drinks competitor,
which in most territories is the bottler of the soft drink products of PepsiCo,
Inc.
Brand recognition and pricing are significant factors affecting the
Company's competitive position, and the consumer and customer goodwill
associated with the trademarks of its products are the most favorable factor for
the Company. Other competitive factors among beverage distributors include
marketing, distribution methods, service to the trade and the management of
sales promotion activities. Vending machine sales, packaging changes and
relationships with fountain customers are also competitive factors. The
introductions of new products and packages have been major competitive elements
in the liquid nonalcoholic refreshment industry.
EMPLOYEES
At February 28, 1997, the Company had approximately 43,200 employees, about
7,200 of these located outside of the United States. The Company is a party to
collective bargaining agreements covering approximately 23% of its domestic
employees. These collective bargaining agreements expire at various dates
through 2001. The Company has no reason to believe that it will be unable to
renegotiate any of these agreements on satisfactory terms. Management of the
Company believes that the Company's relations with its employees are generally
good.
GOVERNMENTAL REGULATION
Anti-litter measures have been enacted in California, Connecticut,
Delaware, Iowa, Massachusetts, Michigan, New York, Oregon, and the City of
Columbia, Missouri, where some of the Company bottlers operate, prohibiting the
sale of certain beverages, whether in refillable or nonrefillable containers,
unless a deposit is charged by the retailer for the container. The retailer or
redemption center refunds the deposit to the customer upon the return of the
container. The containers are then returned to the bottler, which, in most
jurisdictions, must pay the refund and, in certain others, must also pay a
handling fee. In the past, similar legislation has been proposed but not adopted
elsewhere, although the Company anticipates that additional states or local
jurisdictions may enact such laws.
Massachusetts requires the creation of a deposit transaction fund by
bottlers and the payment to the state of balances in that fund that exceed three
months of deposits received, net of deposits repaid to customers and interest
earned. A portion of the Massachusetts law was held unconstitutional by the
Massachusetts Supreme Judicial Court as it related to deposits escheated to the
state prior to the effective date of the law. A favorable settlement with the
state on the deposits escheated to the state prior to the effective date of the
law was achieved in September 1996. Michigan also has a statute requiring
bottlers to pay to the state unclaimed container deposits.
The Company has taken actions to mitigate the adverse effects resulting
from legislation concerning deposits, restrictive packaging, and escheat of
unclaimed deposits which impose additional costs on the Company. The Company is
unable to quantify the impact on current and future operations which may result
from such legislation if enacted in the future, but any such legislation could
be significant if widely enacted.
The European Commission has issued a packaging and packing waste directive
which is in the process of being incorporated into the national legislation of
the member states. This will result in targets being set for the recovery and
recycling of household, commercial and industrial packaging waste and impose
substantial responsibilities upon bottlers and retailers for implementation.
12
15
Excise taxes on sales of soft drinks have been in place in various states
in the United States for several years. The states in which the Company operates
currently imposing such taxes are Arkansas, Louisiana, North Carolina, and
Tennessee. The North Carolina General Assembly reduced the excise tax by 25% in
July 1996; the legislature also enacted a measure repealing the excise tax in
25% increments over a three-year period, eliminating it in 1999. In addition,
two local jurisdictions in which the Company operates, Baltimore City, Maryland
and Honolulu, Hawaii, have imposed a special tax on nonrefillable soft drink
containers. The Baltimore City container tax is being phased out over a period
of eighteen months, ending July 1, 1997. To the knowledge of management of the
Company, no similar legislation has been enacted in any other markets served by
the Company. Proposals have been introduced in certain states and localities
that would impose a special tax on beverages sold in nonrefillable containers as
a means of encouraging the use of refillable containers. Management of the
Company is unable to predict, however, whether such additional legislation will
be adopted.
Value added tax (VAT) on soft drinks varies widely in the Company's
bottling territories within the European Community, ranging from 3% to 25%. In
addition, excise taxes on sales of soft drinks are in place in Belgium, France
and the Netherlands. The existence and level of this indirect taxation on the
sale of soft drinks is now a matter of legal and public debate given the need
for further tax harmonization within the European Community.
The domestic production, distribution, and sale 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 federal, state, and
local environmental statutes and regulations; and various other federal, state,
and local statutes regulating the production, packaging, 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 manufacturers of food products are confronted with
the possibility of having to provide warnings due to the presence of trace
amounts of defined substances. Regulations implementing the law exempt
manufacturers from providing the required warning if it can be demonstrated that
the defined substances occur naturally in the product or are present in
municipal water used to manufacture the product. The Company has assessed the
impact of the law and its implementing regulations on the Company's soft drink
and other products and has concluded that none of the Company's 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 food
products will succeed, neither can the Company predict what impact, either in
terms of direct costs or diminished sales, imposition of the law may have.
Substantially all of the facilities of the Company are subject to federal,
state, and local provisions regulating above-ground and underground fuel storage
tanks and the discharge of materials into the environment. Compliance with these
provisions has not had, and the Company does not expect such compliance to have,
any material effect upon the capital expenditures, net income, financial
condition, or competitive position of the Company. The Company's beverage
manufacturing operations do not use or generate a significant amount of toxic or
hazardous substances. Management believes that its current practices and
procedures for the control and disposition of such wastes comply with applicable
federal and state requirements. The Company has been named as a potentially
responsible party ("PRP") in connection with certain landfill sites where the
Company may have been a de minimis contributor. Under current law, the Company's
liability for cleanup costs may be joint and several with other users of such
sites, regardless of the extent of the Company's use in relation to other users.
However, in the opinion of management of the Company, the potential liability of
the Company in connection with such activity is not significant and will not
have a material adverse effect on the financial condition or results of
operations of the Company.
13
16
Several underground fuel storage tanks used by the Company may be found to
be in noncompliance with applicable federal and state requirements for the
continued maintenance and use of such tanks. The Company has adopted a plan for
the testing, removal, replacement, and repair, if necessary, of underground fuel
storage tanks at Company bottlers and remediation of their sites, if necessary
and, to a lesser extent, the abatement of the discharge of pollutants, upgrading
water treatment facilities, and remediating friable asbestos, at various Company
facilities. The Company spent approximately $5 million in 1996, and the Company
estimates it will spend approximately $9 million in 1997 and a like amount in
1998 pursuant to this plan. In the opinion of management of the Company, any
liabilities associated with the items covered by such plan will not have a
material adverse effect on the financial condition or results of operations of
the Company.
The business of the Company, as the exclusive manufacturer and distributor
of bottled and canned beverage products of The Coca-Cola Company and other
manufacturers within specified geographic territories, is subject to federal and
state antitrust laws of general applicability. Under the federal Soft Drink
Interbrand Competition Act, the exercise and enforcement of an exclusive
contractual right to manufacture, distribute, and sell a soft drink product in a
geographic territory is presumptively lawful if the soft drink product is in
substantial and effective interbrand competition with other products of the same
class in the market. Management of the Company believes that there is such
substantial and effective competition in each of the exclusive geographic
territories in which the Company operates.
The Treaty of Rome, which established the European Community, precludes
restrictions of the free movement of goods within the member states. As a
result, unlike the Company's domestic bottling operations, the bottling
agreements with the European Community do not grant the Company exclusive
bottling territories. Therefore, other suppliers of the beverages produced by
the Company can, in response to unsolicited orders, sell such products in the
Company's European Community territories. See, "International Bottler's
Agreements."
FINANCIAL INFORMATION ON INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS
For financial information on industry segments and operations in geographic
areas, see note 15 to the Company's Consolidated Financial Statements, found on
page 40 of the Annual Report to Share Owners for the year ended December 31,
1996, which is incorporated herein by reference.
ITEM 2. PROPERTIES
The principal properties of the Company include the executive offices,
production facilities, distribution facilities, administrative offices, and
service centers. At February 28, 1997, the Company operated 61 beverage
production facilities, 19 of which are solely production facilities and 42 of
which are combination production/distribution facilities, and also operated 249
principal distribution facilities. The Company owns 56 of its production
facilities, 217 of its principal distribution facilities, and leases the others.
In the aggregate, the Company's owned and leased facilities covered
approximately 28.5 million square feet. Management of the Company believes that
its production and distribution facilities are generally sufficient to meet
present operating needs.
One of the facilities owned by the Company is subject to a lien to secure
indebtedness in an aggregate principal amount of approximately $2.7 million at
December 31, 1996. Excluding expenditures for bottler acquisitions, the
Company's capital expenditures in 1996 were approximately $622 million.
At February 28, 1997, the Company owned and operated approximately 32,300
vehicles of all types used in the sale, production and distribution of its
products and over one million coolers, beverage dispensers and vending machines.
14
17
ITEM 3. LEGAL PROCEEDINGS
The Company and several of its bottling subsidiaries or divisions have been
named as PRPs at several federal and state "Superfund" sites. In 1990, Florida
Coca-Cola Bottling Company ("Florida CCBC") was named as a PRP at the Wingate
Road Incinerator and Landfill, a former municipal waste disposal site in Fort
Lauderdale, Florida. The total remediation costs for this site have been
estimated at up to $20 million. Florida CCBC conducted an internal investigation
of this matter and determined that some of its waste may have been taken to this
site for disposal. The City of Fort Lauderdale, which itself is a PRP, has
asserted that Florida CCBC's share of the total waste is about 2%, but Florida
CCBC has not yet confirmed or refuted this assertion. If it is accurate, Florida
CCBC's ultimate liability could approach $400,000. In 1992, Florida CCBC was
named as a PRP at the Peak Oil site in Tampa, Florida, formerly the location of
a refiner of used motor oil. Following an internal investigation and lengthy
negotiations with the PRP Group, Florida CCBC agreed to accept liability for
approximately 32,000 gallons of used oil, representing approximately 1.6% of the
total amount. With total remediation costs estimated at up to $18 million,
Florida CCBC's ultimate liability could reach $300,000. In 1992, The Coca-Cola
Bottling Company of Memphis, Tenn. ("CCBC Memphis") was named as a PRP with
respect to the South 8th Street landfill site (a/k/a West Memphis landfill) in
West Memphis, Arkansas, which is alleged to have been used in the 1950s and
1960s as a dump site for the byproducts from the reprocessing of used motor oil.
Total cleanup for the site has been estimated at up to $45 million. CCBC Memphis
conducted an internal investigation of this matter and determined that some of
its waste oil may have been taken to the South 8th Street landfill. However,
neither the specific volume of waste oil that may have been generated by CCBC
Memphis, nor its percentage of the whole relative to other PRPs has yet been
determined. Accordingly, CCBC Memphis cannot yet estimate the amount of its
ultimate liability. In 1994, the Company was named as a PRP at the Waste
Disposal Engineering site in Andover, Minnesota, a former landfill. The claim
against the Company is approximately $110,000; however, if this site is a
"qualified landfill" under Minnesota law, the entire cost of remediation may be
paid by the state without contribution from any PRP. In 1994, Florida CCBC was
named as a PRP at the Petroleum Products Corporation site in Pembroke Park,
Florida, the former location of a used oil recycling facility. Total cleanup for
the site has been estimated at up to $100 million. Florida CCBC conducted an
internal investigation of this matter and determined that some of its waste oil
may have been taken to the site. However, neither the specific volume of waste
oil that may have been generated by Florida CCBC, nor its percentage of the
whole relative to other PRPs, has yet been determined. Accordingly, Florida CCBC
cannot yet estimate the amount of its ultimate liability. In September 1996, the
Company's Cincinnati, Ohio facility received a notice stating that 113
violations of the pH limits of the facility's wastewater discharge had been
detected between November 1984 and April 1996, and that the unpermitted
discharges had caused structural damage to the municipal wastewater collection
system. Accordingly, it is proposed that the Company pay a permit violation
penalty in the amount of $16,900, reimburse certain investigative costs of
$19,370, and pay the estimated sewer replacement cost of $369,000. The Company
is currently negotiating for a reduction in these costs. The Company or its
bottling subsidiaries have been named as PRPs at seventeen other federal and
seven other state "Superfund" sites where management of the Company has
concluded either (i) that the Company will have no further liability because
there was no responsibility for having deposited hazardous waste; (ii) that
payments made to date would be sufficient to satisfy all liability; or (iii)
that the Company's ultimate liability, if any, for such site would be less than
$100,000.
In August 1995, the European Commission (the "Commission") charged that
certain marketing rebates associated with the fountain business of the Company's
French bottler, Coca-Cola Beverages, S.A. ("CCBSA"), constituted an abuse of a
dominant position in a "cola market" in France in violation of Article 86 of the
Treaty of Rome. The case arose from an investigation commenced in 1993 at the
behest of a competitor of CCBSA. In July 1996 CCBSA responded, denying that
there was a "cola market" or that it was dominant or that the practices
complained of were abusive. If the Commission maintains its initial conclusions,
certain marketing practices may have to be amended
15
18
and there is the possibility that penalties could be imposed. The proceedings
are being defended by The Coca-Cola Company, which is obligated to indemnify
CCBSA and the Company for defense costs, fines and penalties.
In November 1996, a complaint was filed with the Commission against the
Company's bottler in Great Britain, Coca-Cola & Schweppes Beverages Limited
("CCSB"), alleging that certain practices of CCSB constituted an abuse of its
dominant position in a "carbonated soft drink market" in Great Britain, in
violation of Article 86 of the Treaty of Rome. The complaint, which was filed by
a competitor, complained specifically of CCSB's program of annual rebates based
on increased sales, alleged exclusive arrangements for vending and dispensing
equipment, and pricing policies. CCSB has not yet responded.
On January 22, 1997, the Commission cleared the Company's acquisition of
the parent of CCSB, Amalgamated Beverages Great Britain Limited ("ABGB"), which
was a joint venture owned 51% by Cadbury Schweppes plc and 49% by The Coca-Cola
Company. The Commission concluded that although The Coca-Cola Company could
exercise decisive influence over the Company and that ABGB was dominant in a
"cola market" in Great Britain, under the Merger Regulation the acquisition had
to be cleared because it would not strengthen that dominant position. As a
consequence of the decision certain commercial practices are likely to be
affected by restrictions generally imposed on companies found to be in a
dominant market position. In addition, the Company agreed to an undertaking that
restricts specific commercial practices with certain of CCSB's customers in
Great Britain. It has not yet been decided whether to appeal the Commission's
conclusions, which the Company believes are not supported by either the facts or
the law.
On January 27, 1997, the French Competition Council (the "Council")
concluded its investigation of CCBSA by finding that certain practices of CCBSA
constituted an abuse of a dominant position in what is defined as the French
cola market. CCBSA was fined 10 million French francs. On February 27, 1997,
CCBSA filed an appeal of the Council's findings, which it feels are not
supported by the facts or the law. In addition to the fine, CCBSA may have to
modify certain of its practices regarding the provision of post-mix machines to
certain customers, and other commercial practices are likely to be affected by
restrictions generally imposed upon companies found to be in a dominant market
position. The proceedings are being defended by The Coca-Cola Company, which is
obligated to indemnify CCBSA and the Company for defense costs, fines and
penalties.
There are various other lawsuits and claims pending against the Company.
Included among such litigation are claims for injury to persons or property.
Management of the Company believes that such claims are covered by insurance
with financially responsible carriers or adequate provisions for losses have
been recognized by the Company in its consolidated financial statements. In the
opinion of management of the Company, the losses that might result from such
litigation will not have a material adverse effect on the financial condition or
results of operations of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
16
19
ITEM 4(A). EXECUTIVE OFFICERS OF THE COMPANY
Set forth below is information as of March 1, 1997 regarding the executive
officers of the Company:
PRINCIPAL OCCUPATION DURING
NAME AGE THE PAST FIVE YEARS
- ---- --- ---------------------------
Summerfield K. Johnston, Jr............ 64 Mr. Johnston has been Vice Chairman of the Board and
Chief Executive Officer of the Company since
December 1991.
Henry A. Schimberg..................... 63 Mr. Schimberg has been President, Chief Operating
Officer, and a director of the Company since
December 1991.
John R. Alm............................ 51 Mr. Alm has been Senior Vice President and Chief
Financial Officer of the Company since December
1991.
Margaret F. Carton..................... 39 Ms. Carton has been Vice President, Investor
Relations and Planning since October 1996. She
served as Director, Investor Relations from 1990 to
October 1996.
John H. Downs, Jr...................... 40 Mr. Downs has been Vice President, Public Affairs of
the Company since 1989.
Norman P. Findley III.................. 52 Mr. Findley has been Senior Vice President of the
Company since December 1995 and European Group
President since July 1996. He was Vice President,
Domestic and International Marketing from July 1993
to December 1995. From 1989 to July 1993 he served
as Vice President, Marketing of the Company.
Summerfield K. Johnston III............ 43 Mr. Johnston has been Senior Vice President of the
Company since December 1995 and Eastern United
States Group President since July 1996. He was Vice
President, Regional Operations from July 1993 to De-
cember 1995. He was Vice President and General Man-
ager, West Central Region from December 1992 to July
1993. He served as Vice President, Human Resources
of the Company from February 1992 to December 1992.
Jarratt H. Jones....................... 43 Mr. Jones has been Vice President, Human Resources
of the Company since October 1993. He was a General
Manager for International Business Machines Corpora-
tion from 1991 to 1993.
Lowry F. Kline......................... 56 Mr. Kline has been Senior Vice President of the Com-
pany since February 1996 and General Counsel of the
Company since December 1991. He was a partner in the
law firm of Miller & Martin, Chattanooga, Tennessee,
from 1970 until 1996.
Vicki G. Roman......................... 43 Ms. Roman has been Vice President and Treasurer of
the Company since December 1993. She was Treasurer
of the Company from February 1992 to December 1993.
17
20
PRINCIPAL OCCUPATION DURING
NAME AGE THE PAST FIVE YEARS
- ---- --- ---------------------------
Philip H. Sanford...................... 43 Mr. Sanford has been Senior Vice President, Finance
and Administration of the Company since December
1995. He was Vice President, Finance and Administra-
tion from February 1993 to December 1995, and was
Vice President and Executive Assistant to the Chief
Executive Officer from February 1992 to February
1993.
Gary P. Schroeder...................... 51 Mr. Schroeder has been Senior Vice President of the
Company and Western United States Group President
since July 1996. He was Vice President, Regional
Operations of the Company from December 1994 to July
1996. He was Regional Vice President, General
Manager of the Southwest Region from January 1992 to
December 1994.
G. David Van Houten, Jr................ 47 Mr. Van Houten has been Senior Vice President of the
Company since December 1995 and Central United
States Group President since July 1996. He was Vice
President, Regional Operations of the Company from
July 1993 to December 1995 and he was Regional Vice
President and General Manager, Texas Region from
1992 to 1993.
O. Michael Whigham..................... 46 Mr. Whigham has been Vice President, Controller and
Principal Accounting Officer of the Company since
October 1996. He was Region Vice President of
Finance for the Atlanta Region of the Company from
1992 to 1996 and served as Director of Internal
Audit from 1987 to 1992.
Summerfield K. Johnston, Jr. is the father of Summerfield K. Johnston III.
The officers of the Company are elected annually by the Board of Directors
for terms of one year or until their successors are elected and qualified,
subject to removal by the Board of Directors at any time.
18
21
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
LISTED AND TRADED: New York Stock Exchange
TRADED: Boston, Cincinnati, Chicago,
Pacific, and Philadelphia Exchanges
Share owners of common stock of record as of February 26, 1997: 9,534
STOCK PRICES
- ----------------------------------------------------------------------------------------
1996 HIGH LOW
- ----------------------------------------------------------------------------------------
Fourth Quarter 49 1/8 42 1/8
Third Quarter 46 1/4 34
Second Quarter 35 5/8 27 5/8
First Quarter 31 5/8 24
- ----------------------------------------------------------------------------------------
1995 HIGH LOW
- ----------------------------------------------------------------------------------------
Fourth Quarter 29 7/8 24 1/8
Third Quarter 25 1/2 20 5/8
Second Quarter 23 1/4 20 1/8
First Quarter 21 3/4 17 3/4
- ----------------------------------------------------------------------------------------
DIVIDENDS
Quarterly dividends in the amount of $0.0125 per share were paid during
fiscal year 1995. In February 1996, the Company's Board of Directors increased
the quarterly dividend to $0.025 per share, effective for the quarterly
dividends payable April 1, 1996 and subsequently.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" for the years 1987 through 1996, on pages 46 and
47 of the Company's Annual Report to Share Owners for the year ended December
31, 1996 is incorporated in this report by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Management's Financial Review" on pages 18 through 28 of the Company's
Annual Report to Share Owners for the year ended December 31, 1996 is
incorporated in this report by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Registrant and its
subsidiaries are incorporated in this report by reference to the Company's
Annual Report to Share Owners for the year ended December 31, 1996, at the pages
indicated:
Consolidated Statements of Income -- Years ended December 31, 1996,
1995 and 1994 (page 21)
Consolidated Statements of Cash Flows -- Years ended December 31,
1996, 1995 and 1994 (page 23)
Consolidated Balance Sheets -- December 31, 1996 and 1995 (page 25)
19
22
Consolidated Statements of Share-Owners' Equity -- Years ended
December 31, 1996, 1995 and 1994 (page 26)
Notes to Consolidated Financial Statements (pages 29-43)
Report of Independent Auditors (page 45)
"Quarterly Financial Information," on page 43 of the Company's Annual
Report to Share Owners is incorporated in this report by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information relating to the directors of the Company is set forth under the
caption "Election of Directors -- Information Concerning Directors" on pages 4
through 7 of the Company's 1997 Proxy Statement. Such information is
incorporated in this report by reference. Information relating to the executive
officers of the Company is set forth at Item 4(A) of this report under the
caption "Executive Officers of the Company." Information relating to compliance
with the reporting requirements of Section 16(a) of the Securities Exchange Act
of 1934, as amended, by the Company's executive officers and directors, persons
who own more than ten percent of the Company's common stock and their affiliates
who are required to comply with such reporting requirements is set forth in
"Election of Directors -- Section 16(a) Beneficial Ownership Reporting
Compliance" on page 11 of the Company's 1997 Proxy Statement. Such information
is incorporated in this report by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information relating to Director compensation is set forth under the
caption "Election of Directors -- Compensation of Directors" and "Executive
Compensation" on page 8 of the Company's 1997 Proxy Statement, and information
relating to executive compensation is set forth under the caption "Executive
Compensation" on pages 12 through 20 of the Company's 1997 Proxy Statement. Such
information is incorporated in this report by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information relating to ownership of the Company's common stock by certain
persons is set forth under the captions "Voting -- Principal Share Owners" and
"Election of Directors -- Security Ownership of Directors and Officers" on page
3 and pages 9 through 11, respectively, of the Company's 1997 Proxy Statement.
Such information is incorporated in this report by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information relating to certain transactions between the Company, The
Coca-Cola Company and their affiliates and certain other persons is set forth
under the caption "Certain Relationships and Related Transactions" on pages 21
through 24 of the 1997 Proxy Statement. Such information is incorporated in this
report by reference.
20
23
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 Company and subsidiaries, included in the Company's Annual
Report to Share Owners for the year ended December 31, 1996, are incorporated by
reference in Part II, Item 8 of this report:
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 Balance Sheets -- December 31, 1996 and 1995.
Consolidated Statements of Share-Owners' Equity -- Years ended
December 31, 1996, 1995 and 1994.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
(2) Financial Statement Schedules. The following financial statement
schedule of the Company and its subsidiaries is included in this report on the
page indicated:
PAGE
----
Report of Independent Auditors.............................. F-2
Schedule II -- Valuation and Qualifying Accounts for the
fiscal years ended December 31, 1996, 1995
and 1994..................................... F-3
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission have been
omitted either because they are not required under the related instructions or
because they are inapplicable.
21
24
(3) Exhibits.
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
2.1 -- Stock Purchase Agreement by and among Exhibit 2 to the Company's Current Report on
The Coca-Cola Export Corporation and Form 8-K (Date of Report: July 26, 1996).
Varoise de Concentres, S.A., Barlan
Inc., Beverage Products Limited,
Bottling Holdings (International) Inc.,
The Coca-Cola Company, and Coca-Cola
Enterprises, dated as of July 26, 1996.
2.2 -- Agreement between Cadbury Schweppes Exhibits 2.1, 2.2, 2.3 and 2.4 to the
Public Limited Company, Coca-Cola Company's Current Report on Form 8-K (Date of
Holdings (United Kingdom) Limited, The Report: February 10, 1997).
Coca-Cola Company, Bottling Holdings
(Great Britain) Limited, and Coca-Cola
Enterprises, dated August 9, 1996, as
amended by amendments dated November
29, 1996, December 16, 1996 and January
29, 1997.
3.2 -- Bylaws of Coca-Cola Enterprises, as Exhibit 3.2 to the Company's Annual Report on
amended through February 20, 1996. Form 10-K for the fiscal year ended December
31, 1995.
4.1 -- Indenture dated as of July 30, 1991, Exhibit 4.1 to the Company's Current Report
together with the First Supplemental on Form 8-K (Date of Report: July 30, 1991);
Indenture thereto dated January 29, Exhibit 4.01 to the Company's Current Report
1992, between Coca-Cola Enterprises and on Form 8-K (Date of Report: January 29,
The Chase Manhattan Bank, formerly 1992); Exhibit 4.02 to the Company's Current
known as Chemical Bank (successor by Report on Form 8-K (Date of Report: January
merger to Manufacturers Hanover Trust 29, 1992); Exhibit 4.01 to the Company's
Company), as Trustee, with regard to Current Report on Form 8-K (Date of Report:
certain unsecured and unfunded debt September 8, 1992); Exhibits 4.01 and 4.02 to
securities of Coca-Cola Enterprises, the Company's Current Report on Form 8-K
and forms of notes and debentures (Date of Report: November 12, 1992); Exhibit
issued thereunder. 4.01 to the Company's Current Report on Form
8-K (Date of Report: January 4, 1993);
Exhibit 4.02 to the Company's Current Report
on Form 8-K (Date of Report: September 15,
1993); Exhibit 4.01 to the Company's Current
Report on Form 8-K (Date of Report: September
25, 1996): Exhibit 4.01 to the Company's
Current Report on Form 8-K (Date of Report:
October 3, 1996); Exhibit 4.01 to the
Company's Current Report on Form 8-K (Date of
Report: November 19, 1996).
22
25
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
4.2 -- Medium-Term Notes Issuing and Paying Exhibit 4.2 to the Company's Annual Report on
Agent Agreement dated as of October 24, Form 10-K for the fiscal year ended December
1994, between Coca-Cola Enterprises and 31, 1994.
The Chase Manhattan Bank, formerly
known as Chemical Bank, as issuing and
paying agent, including as Exhibit B
thereto the form of Medium-Term Note
issuable thereunder.
4.3 -- Indenture dated as of November 15, 1989 Exhibit 4.01 to the Company's Current Report
between Coca-Cola Enterprises and on Form 8-K (Date of Report: December 12,
Bankers Trust Company, as Trustee, with 1989); Exhibit 4.4(a) to the Company's Annual
regard to certain unsecured and Report on Form 10-K for the fiscal year ended
unsubordinated debt securities of December 29, 1989; Exhibit 4.4(b) to the
Coca-Cola Enterprises, and forms of Company's Annual Report on Form 10-K for the
Fixed Rate Medium Term Note and fiscal year ended December 29, 1989.
Floating Rate Medium Term Note, each
issuable commencing December 18, 1989
pursuant to the above-referenced
Indenture.
4.4 -- Five Year Credit Agreement dated as of Filed herewith.
November 4, 1996 among Coca-Cola
Enterprises; Bottling Holdings (Great
Britain) Limited; Citibank
International PLC; Citibank, N.A., ABN
AMRO Bank N.V., Atlanta Agency; Bank of
America NT&SA; Bank Brussels Lambert,
New York Branch; CIBC Inc.; Commerzbank
AG; The Dai-Ichi Kangyo Bank, Ltd.,
Atlanta Agency; Deutsche Bank A.G., New
York and/or Cayman Islands Branches;
The First National Bank of Chicago;
Kredietbank N.V., Grand Cayman Branch;
Midland Bank PLC; Nationsbank, N.A.;
The Northern Trust Company; Societe
Generale; SunTrust Bank, Atlanta; Swiss
Bank Corporation, New York Branch;
Texas Commerce Bank, National
Association; Union Bank of Switzerland,
New York Branch; Wachovia Bank of
Georgia, N.A.
Certain instruments which define the rights of holders of long-term debt of the Company and
its subsidiaries are not being filed because the total amount of securities authorized
under each such instrument does not exceed 10% of the total consolidated assets of the
Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a
copy of each such instrument to the Commission upon request.
23
26
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
10.1 -- 1986 Stock Option Plan of Coca-Cola Exhibit 10.1 to the Company's Annual Report
Enterprises, as amended through on Form 10-K for the fiscal year ended
February 12, 1991.* December 31, 1991.
10.2 -- Form of Stock Option Agreement between Exhibit 10.5 to the Company's Registration
Coca-Cola Enterprises and certain of Statement on Form S-1, No. 33-9447.
its officers.*
10.3 -- Coca-Cola Enterprises 1991 Stock Option Exhibit 10.11 to the Company's Annual Report
Plan, as amended and restated through on Form 10-K for the fiscal year ended
February 18, 1992.* December 31, 1992.
10.4 -- Coca-Cola Enterprises 1994 Stock Option Exhibit 4.3 to the Company's Registration
Plan.* Statement on Form S-8, No. 33-53221.
10.5 -- Coca-Cola Enterprises 1995 Stock Option Exhibit 4.3 to the Company's Registration
Plan.* Statement on Form S-8, No. 33-58699.
10.6 -- Coca-Cola Enterprises 1992 Restricted Exhibit 4.3 to the Company's Registration
Stock Award Plan (as amended and Statement on Form S-8, No. 33-53219.
restated effective February 7, 1994).*
10.7 -- Coca-Cola Enterprises 1995 Restricted Exhibit 4.3 to the Company's Registration
Stock Award Plan.* Statement on Form S-8, No. 33-58695.
10.8 -- Coca-Cola Enterprises Restricted Stock Exhibit 10.8 to the Company's Annual Report
Award Tax Withholding Agreement.* on Form 10-K for the fiscal year ended
December 31, 1995.
10.9 -- 1995 Phantom Stock Award Plan.* Exhibit 10.9 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1995.
10.10 -- Coca-Cola Enterprises 1995 Restricted Filed herewith.
Stock Award Plan (As Amended and
Restated effective January 2, 1996).*
10.11 -- Coca-Cola Enterprises 1995 Stock Option Filed herewith.
Plan (As Amended and Restated effective
January 2, 1996).*
10.12 -- Long-Term Incentive Plan (As Amended Filed herewith.
and Restated effective January 1,
1996)*.
10.13 -- 1993 Long-Term Incentive Plan of Exhibit 10.6 to the Company's Annual Report
Coca-Cola Enterprises, as amended.* on Form 10-K for the fiscal year ended
December 31, 1994.
10.14 -- Coca-Cola Enterprises 1994-1996 Long- Exhibit 10.7 to the Company's Annual Report
Term Incentive Plan.* on Form 10-K for the fiscal year ended
December 31, 1994.
10.15 -- Coca-Cola Enterprises Inc. Long-Term Exhibit 10.12 to the Company's Annual Report
Incentive Plan (Effective January 1, on Form 10-K for the fiscal year ended
1995).* December 31, 1995.
24
27
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
10.16 -- Coca-Cola Enterprises Executive Pension Filed herewith.
Plan, effective January 1, 1996.*
10.17 -- 1991 Amendment and Restatement of the Exhibit 10.9 to the Company's Annual Report
Coca-Cola Enterprises Supplemental on Form 10-K for the fiscal year ended
Retirement Plan, as amended effective December 31, 1994.
July 1, 1993.*
10.18 -- Form of Stock Option Agreements between Exhibit 10.36 to the Company's Registration
Coca-Cola Enterprises and certain of Statement on Form S-1, No. 33-9447.
its directors.*
10.19 -- Coca-Cola Enterprises 1988 Stock Exhibit 10.10 to the Company's Annual Report
Appreciation Rights Plan, as amended on Form 10-K for the fiscal year ended
through February 12, 1991.* December 31, 1991.
10.20 -- Amended and Restated Deferred Exhibit 10.16 to the Company's Annual Report
Compensation Agreement between Johnston on Form 10-K for the fiscal year ended
Coca-Cola Bottling Group and Henry A. December 31, 1993.
Schimberg dated December 16, 1991, as
amended.*
10.21 -- 1993 Amendment and Restatement of Exhibit 10.17 to the Company's Annual Report
Deferred Compensation Agreement between on Form 10-K for the fiscal year ended
Johnston Coca-Cola Bottling Group and December 31, 1993.
John R. Alm as of April 30, 1993.*
10.22 -- Retirement Plan for the Board of Exhibit 10.33 to the Company's Annual Report
Directors of Coca-Cola Enterprises, on Form 10-K for the fiscal year ended
effective April 11, 1991.* December 31, 1991.
10.23 -- Deferred Compensation Plan for Non- Exhibit 10.16 to the Company's Annual Report
Employee Director Compensation, as on Form 10-K for the fiscal year ended
amended and restated effective April 1, December 31, 1994.
1994.*
10.24 -- Tax Sharing Agreement dated November Exhibit 10.1 to the Company's Registration
12, 1986 between Coca-Cola Enterprises Statement on Form S-1, No. 33-9447.
and The Coca-Cola Company.
10.25 -- Registration Rights Agreement dated Exhibit 10.3 to the Company's Registration
November 12, 1986 between Coca-Cola Statement of Form S-1, No. 33-9447.
Enterprises and The Coca-Cola Company.
10.26 -- Registration Rights Agreement dated as Exhibit 10 to the Company's Current Report on
of December 17, 1991 among Coca-Cola Form 8-K (Date of Report: December 18, 1991).
Enterprises, The Coca-Cola Company and
the share owners of Johnston Coca-Cola
Bottling Group named therein.
10.27 -- Form of Bottle Contract, as amended. Exhibit 10.24 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 30, 1988.
25
28
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
10.28 -- Letter Agreement dated March 15, 1989 Exhibit 10.23 to the Company's Annual Report
between Coca-Cola Enterprises and The on Form 10-K for the fiscal year ended
Coca-Cola Company with respect to the December 31, 1991.
Bottle Contracts, as amended by letter
agreement dated December 18, 1991.
10.29 -- Form of Tolling Agreement between The Exhibit 10.41 to the Company's Annual Report
Coca-Cola Company and various Company on Form 10-K for the fiscal year ended
bottlers. January 2, 1987.
10.30 -- Sweetener Sales Agreement -- Bottler Exhibit 10.30 to the Company's Annual Report
between The Coca-Cola Company and on Form 10-K for the fiscal year ended
various Company bottlers. December 31, 1992.
10.31 -- Can Supply Agreement, dated November Exhibit 10.30 to the Company's Annual Report
30, 1995, between American National Can on Form 10-K for the fiscal year ended
Company and Coca-Cola Enterprises.** December 31, 1995.
10.32 -- Share Repurchase Agreement dated Exhibit 10.44 to the Company's Annual Report
January 1, 1991 between The Coca-Cola on Form 10-K for the fiscal year ended
Company and Coca-Cola Enterprises. December 28, 1990.
10.33 -- Form of International Bottler's Filed herewith.
Agreement.
10.34 -- Supplementary Agreement between Filed herewith.
Coca-Cola Enterprises, certain of its
international bottlers and The
Coca-Cola Company and The Coca-Cola
Export Corporation.
11 -- Statement re computation of per share Filed herewith.
earnings.
12 -- Statement re computation of ratios. Filed herewith.
13 -- 1996 Annual Report to Share Owners Filed herewith.
(Pages 18-43, 45-47).
21 -- Subsidiaries of the Registrant. Filed herewith.
23 -- Consent of Independent Auditors. Filed herewith.
24 -- Powers of Attorney. Filed herewith.
27 -- Financial Data Schedule. Filed herewith.
- ---------------
* Management contracts and compensatory plans or arrangements required to be
filed as an exhibit to this form pursuant to Item 14(c).
** The Company has requested confidential treatment with respect to portions of
this document.
26
29
(B) REPORTS ON FORM 8-K.
During the fourth quarter of 1996, the Company filed the following current
reports on Form 8-K:
DATE OF REPORT DESCRIPTION
-------------- -----------
September 30, 1996................... Opinion of counsel with respect to Form S-3
registration statement.
October 2, 1996...................... Announcing increased expenses for stock-based plans.
October 3, 1996...................... Terms agreement, form of debentures and opinion of
counsel relating to 6.70% Debentures due 2036.
October 16, 1996..................... Reporting financial results for third quarter and
first nine months of 1996.
October 25, 1996..................... Opinion of counsel in connection with the offering of
medium-term notes.
November 6, 1996..................... Announcing termination of acquisition negotiations
with Nora Beverages Inc.
November 14, 1996.................... Pro forma financial information for the third
quarter, including Amalgamated Beverages Great
Britain Limited.
November 15, 1996.................... Opinion of counsel in connection with 6.95%
Debentures due 2026.
November 19, 1996.................... Terms agreement and form of debentures relating to
6.95% Debentures due 2026.
(C) EXHIBITS
See Item 14(a)(3) above.
(D) FINANCIAL STATEMENT SCHEDULES
See Item 14(a)(2) above.
27
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
COCA-COLA ENTERPRISES INC.
(Registrant)
By: /s/ S. K. JOHNSTON, JR.
------------------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief Executive
Officer
Date: March 7, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ S. K. JOHNSTON, JR. Vice Chairman, Chief March 7, 1997
- ----------------------------------------------------- Executive Officer and a
(S. K. Johnston, Jr.) Director (principal
executive officer)
/s/ JOHN R. ALM Senior Vice President and March 7, 1997
- ----------------------------------------------------- Chief Financial Officer
(John R. Alm) (principal financial
officer)
/s/ O. MICHAEL WHIGHAM Vice President and Controller March 7, 1997
- ----------------------------------------------------- (principal accounting
(O. Michael Whigham) officer)
* Chairman of the Board of March 7, 1997
- ----------------------------------------------------- Directors
(M. Douglas Ivester)
* President, Chief Operating March 7, 1997
- ----------------------------------------------------- Officer and a Director
(Henry A. Schimberg)
* Director March 7, 1997
- -----------------------------------------------------
(Howard G. Buffett)
* Director March 7, 1997
- -----------------------------------------------------
(John L. Clendenin)
* Director March 7, 1997
- -----------------------------------------------------
(Johnnetta B. Cole)
28
31
SIGNATURE TITLE DATE
--------- ----- ----
* Director March 7, 1997
- -----------------------------------------------------
(T. Marshall Hahn, Jr.)
* Director March 7, 1997
- -----------------------------------------------------
(Claus M. Halle)
* Director March 7, 1997
- -----------------------------------------------------
(L. Phillip Humann)
* Director March 7, 1997
- -----------------------------------------------------
(E. Neville Isdell)
* Director March 7, 1997
- -----------------------------------------------------
(John E. Jacob)
* Director March 7, 1997
- -----------------------------------------------------
(Robert A. Keller)
* Director March 7, 1997
- -----------------------------------------------------
(Scott L. Probasco, Jr.)
* Director March 7, 1997
- -----------------------------------------------------
(Francis A. Tarkenton)
*By: /s/ LOWRY F. KLINE
-------------------------------
Lowry F. Kline
Attorney-in-Fact
29
32
INDEX TO FINANCIAL STATEMENT SCHEDULES
PAGE
----
Report of Independent Auditors.............................. F-2
Schedule II -- Valuation and Qualifying Accounts for the
fiscal years ended December 31, 1996, 1995
and 1994..................................... F-3
F-1
33
COCA-COLA ENTERPRISES INC.
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
Board of Directors
Coca-Cola Enterprises Inc.
We have audited the consolidated financial statements of Coca-Cola
Enterprises Inc. listed in Part IV, Item 14(a)(1). Our audits included the
financial statement schedule listed in Part IV, Item 14(a)(2). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with 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
Coca-Cola Enterprises Inc. at December 31, 1996 and 1995, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
January 21, 1997, except for the
1997 acquisition described in Note
2, as to which the date is February
10, 1997, and except for the
subsequent event described in Note
18, as to which the date is
February 18, 1997.
F-2
34
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
COCA-COLA ENTERPRISES INC.
COL. A COL. B COL. C COL. D COL. E
- --------------------------------- --------- ------------------------------ ------------- ---------
ADDITIONS
BALANCE ------------------------------
AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS AND OTHER ACCOUNTS -- DEDUCTIONS -- AT END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
----------- --------- ---------- ----------------- ------------- ---------
(IN MILLIONS)
FISCAL YEAR ENDED:
DECEMBER 31, 1996
Allowance for losses on
trade accounts............ $ 33 $14 $ 6(a) $ 8(b) $ 45
Valuation allowance for
deferred tax assets....... 120 9 34(c) 28(d) 135
DECEMBER 31, 1995
Allowance for losses on
trade accounts............ $ 34 $ 5 $ 3(a) $ 9(b) $ 33
Valuation allowance for
deferred tax assets....... 112 8 -- -- 120
DECEMBER 31, 1994
Allowance for losses on
trade accounts............ $ 33 $11 $-- $10(b) $ 34
Valuation allowance for
deferred tax assets....... 105 7 -- -- 112
- ---------------
(a) Principally represents recoveries of amounts previously charged off and, at
December 31, 1996, allowances for losses on trade accounts of acquired
companies at date of acquisition.
(b) Charge off of uncollectible accounts.
(c) Valuation allowances for deferred tax assets of acquired companies at date
of acquisition.
(d) Write-off, reversal and expiration of certain components of the valuation
allowance for deferred tax assets.
F-3
35
(RECYCLE LOGO)
36
EXHIBIT INDEX
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
2.1 -- Stock Purchase Agreement by and among Exhibit 2 to the Company's Current Report on
The Coca-Cola Export Corporation and Form 8-K (Date of Report: July 26, 1996).
Varoise de Concentres, S.A., Barlan
Inc., Beverage Products Limited,
Bottling Holdings (International) Inc.,
The Coca-Cola Company, and Coca-Cola
Enterprises, dated as of July 26, 1996.
2.2 -- Agreement between Cadbury Schweppes Exhibits 2.1, 2.2, 2.3 and 2.4 to the
Public Limited Company, Coca-Cola Company's Current Report on Form 8-K (Date of
Holdings (United Kingdom) Limited, The Report: February 10, 1997).
Coca-Cola Company, Bottling Holdings
(Great Britain) Limited, and Coca-Cola
Enterprises, dated August 9, 1996, as
amended by amendments dated November
29, 1996, December 16, 1996 and January
29, 1997.
3.2 -- Bylaws of Coca-Cola Enterprises, as Exhibit 3.2 to the Company's Annual Report on
amended through February 20, 1996. Form 10-K for the fiscal year ended December
31, 1995.
37
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
4.1 -- Indenture dated as of July 30, 1991, Exhibit 4.1 to the Company's Current Report
together with the First Supplemental on Form 8-K (Date of Report: July 30, 1991);
Indenture thereto dated January 29, Exhibit 4.01 to the Company's Current Report
1992, between Coca-Cola Enterprises and on Form 8-K (Date of Report: January 29,
The Chase Manhattan Bank, formerly 1992); Exhibit 4.02 to the Company's Current
known as Chemical Bank (successor by Report on Form 8-K (Date of Report: January
merger to Manufacturers Hanover Trust 29, 1992); Exhibit 4.01 to the Company's
Company), as Trustee, with regard to Current Report on Form 8-K (Date of Report:
certain unsecured and unfunded debt September 8, 1992); Exhibits 4.01 and 4.02 to
securities of Coca-Cola Enterprises, the Company's Current Report on Form 8-K
and forms of notes and debentures (Date of Report: November 12, 1992); Exhibit
issued thereunder. 4.01 to the Company's Current Report on Form
8-K (Date of Report: January 4, 1993);
Exhibit 4.02 to the Company's Current Report
on Form 8-K (Date of Report: September 15,
1993); Exhibit 4.01 to the Company's Current
Report on Form 8-K (Date of Report: September
25, 1996): Exhibit 4.01 to the Company's
Current Report on Form 8-K (Date of Report:
October 3, 1996); Exhibit 4.01 to the
Company's Current Report on Form 8-K (Date of
Report: November 19, 1996).
4.2 -- Medium-Term Notes Issuing and Paying Exhibit 4.2 to the Company's Annual Report on
Agent Agreement dated as of October 24, Form 10-K for the fiscal year ended December
1994, between Coca-Cola Enterprises and 31, 1994.
The Chase Manhattan Bank, formerly
known as Chemical Bank, as issuing and
paying agent, including as Exhibit B
thereto the form of Medium-Term Note
issuable thereunder.
4.3 -- Indenture dated as of November 15, 1989 Exhibit 4.01 to the Company's Current Report
between Coca-Cola Enterprises and on Form 8-K (Date of Report: December 12,
Bankers Trust Company, as Trustee, with 1989); Exhibit 4.4(a) to the Company's Annual
regard to certain unsecured and Report on Form 10-K for the fiscal year ended
unsubordinated debt securities of December 29, 1989; Exhibit 4.4(b) to the
Coca-Cola Enterprises, and forms of Company's Annual Report on Form 10-K for the
Fixed Rate Medium Term Note and fiscal year ended December 29, 1989.
Floating Rate Medium Term Note, each
issuable commencing December 18, 1989
pursuant to the above-referenced
Indenture.
38
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
4.4 -- Five Year Credit Agreement dated as of
November 4, 1996 among Coca-Cola
Enterprises; Bottling Holdings (Great
Britain) Limited; Citibank
International PLC; Citibank, N.A., ABN
AMRO Bank N.V., Atlanta Agency; Bank of
America NT&SA; Bank Brussels Lambert,
New York Branch; CIBC Inc.; Commerzbank
AG; The Dai-Ichi Kangyo Bank, Ltd.,
Atlanta Agency; Deutsche Bank A.G., New
York and/or Cayman Islands Branches;
The First National Bank of Chicago;
Kredietbank N.V., Grand Cayman Branch;
Midland Bank PLC; Nationsbank, N.A.;
The Northern Trust Company; Societe
Generale; SunTrust Bank, Atlanta; Swiss
Bank Corporation, New York Branch;
Texas Commerce Bank, National
Association; Union Bank of Switzerland,
New York Branch; Wachovia Bank of
Georgia, N.A.
Certain instruments which define the rights of holders of long-term debt of the Company and
its subsidiaries are not being filed because the total amount of securities authorized
under each such instrument does not exceed 10% of the total consolidated assets of the
Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a
copy of each such instrument to the Commission upon request.
10.1 -- 1986 Stock Option Plan of Coca-Cola Exhibit 10.1 to the Company's Annual Report
Enterprises, as amended through on Form 10-K for the fiscal year ended
February 12, 1991.* December 31, 1991.
10.2 -- Form of Stock Option Agreement between Exhibit 10.5 to the Company's Registration
Coca-Cola Enterprises and certain of Statement on Form S-1, No. 33-9447.
its officers.*
10.3 -- Coca-Cola Enterprises 1991 Stock Option Exhibit 10.11 to the Company's Annual Report
Plan, as amended and restated through on Form 10-K for the fiscal year ended
February 18, 1992.* December 31, 1992.
10.4 -- Coca-Cola Enterprises 1994 Stock Option Exhibit 4.3 to the Company's Registration
Plan.* Statement on Form S-8, No. 33-53221.
10.5 -- Coca-Cola Enterprises 1995 Stock Option Exhibit 4.3 to the Company's Registration
Plan.* Statement on Form S-8, No. 33-58699.
10.6 -- Coca-Cola Enterprises 1992 Restricted Exhibit 4.3 to the Company's Registration
Stock Award Plan (as amended and Statement on Form S-8, No. 33-53219.
restated effective February 7, 1994).*
39
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
10.7 -- Coca-Cola Enterprises 1995 Restricted Exhibit 4.3 to the Company's Registration
Stock Award Plan.* Statement on Form S-8, No. 33-58695.
10.8 -- Coca-Cola Enterprises Restricted Stock Exhibit 10.8 to the Company's Annual Report
Award Tax Withholding Agreement.* on Form 10-K for the fiscal year ended
December 31, 1995.
10.9 -- 1995 Phantom Stock Award Plan.* Exhibit 10.9 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 31, 1995.
10.10 -- Coca-Cola Enterprises 1995 Restricted
Stock Award Plan (As Amended and
Restated effective January 2, 1996).*
10.11 -- Coca-Cola Enterprises 1995 Stock Option
Plan (As Amended and Restated effective
January 2, 1996).*
10.12 -- Long-Term Incentive Plan (As Amended
and Restated effective January 1,
1996)*.
10.13 -- 1993 Long-Term Incentive Plan of Exhibit 10.6 to the Company's Annual Report
Coca-Cola Enterprises, as amended.* on Form 10-K for the fiscal year ended
December 31, 1994.
10.14 -- Coca-Cola Enterprises 1994-1996 Long- Exhibit 10.7 to the Company's Annual Report
Term Incentive Plan.* on Form 10-K for the fiscal year ended
December 31, 1994.
10.15 -- Coca-Cola Enterprises Inc. Long-Term Exhibit 10.12 to the Company's Annual Report
Incentive Plan (Effective January 1, on Form 10-K for the fiscal year ended
1995).* December 31, 1995.
10.16 -- Coca-Cola Enterprises Executive Pension
Plan, effective January 1, 1996.*
10.17 -- 1991 Amendment and Restatement of the Exhibit 10.9 to the Company's Annual Report
Coca-Cola Enterprises Supplemental on Form 10-K for the fiscal year ended
Retirement Plan, as amended effective December 31, 1994.
July 1, 1993.*
10.18 -- Form of Stock Option Agreements between Exhibit 10.36 to the Company's Registration
Coca-Cola Enterprises and certain of Statement on Form S-1, No. 33-9447.
its directors.*
10.19 -- Coca-Cola Enterprises 1988 Stock Exhibit 10.10 to the Company's Annual Report
Appreciation Rights Plan, as amended on Form 10-K for the fiscal year ended
through February 12, 1991.* December 31, 1991.
10.20 -- Amended and Restated Deferred Exhibit 10.16 to the Company's Annual Report
Compensation Agreement between Johnston on Form 10-K for the fiscal year ended
Coca-Cola Bottling Group and Henry A. December 31, 1993.
Schimberg dated December 16, 1991, as
amended.*
40
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
10.21 -- 1993 Amendment and Restatement of Exhibit 10.17 to the Company's Annual Report
Deferred Compensation Agreement between on Form 10-K for the fiscal year ended
Johnston Coca-Cola Bottling Group and December 31, 1993.
John R. Alm as of April 30, 1993.*
10.22 -- Retirement Plan for the Board of Exhibit 10.33 to the Company's Annual Report
Directors of Coca-Cola Enterprises, on Form 10-K for the fiscal year ended
effective April 11, 1991.* December 31, 1991.
10.23 -- Deferred Compensation Plan for Non- Exhibit 10.16 to the Company's Annual Report
Employee Director Compensation, as on Form 10-K for the fiscal year ended
amended and restated effective April 1, December 31, 1994.
1994.*
10.24 -- Tax Sharing Agreement dated November Exhibit 10.1 to the Company's Registration
12, 1986 between Coca-Cola Enterprises Statement on Form S-1, No. 33-9447.
and The Coca-Cola Company.
10.25 -- Registration Rights Agreement dated Exhibit 10.3 to the Company's Registration
November 12, 1986 between Coca-Cola Statement of Form S-1, No. 33-9447.
Enterprises and The Coca-Cola Company.
10.26 -- Registration Rights Agreement dated as Exhibit 10 to the Company's Current Report on
of December 17, 1991 among Coca-Cola Form 8-K (Date of Report: December 18, 1991).
Enterprises, The Coca-Cola Company and
the share owners of Johnston Coca-Cola
Bottling Group named therein.
10.27 -- Form of Bottle Contract, as amended. Exhibit 10.24 to the Company's Annual Report
on Form 10-K for the fiscal year ended
December 30, 1988.
10.28 -- Letter Agreement dated March 15, 1989 Exhibit 10.23 to the Company's Annual Report
between Coca-Cola Enterprises and The on Form 10-K for the fiscal year ended
Coca-Cola Company with respect to the December 31, 1991.
Bottle Contracts, as amended by letter
agreement dated December 18, 1991.
10.29 -- Form of Tolling Agreement between The Exhibit 10.41 to the Company's Annual Report
Coca-Cola Company and various Company on Form 10-K for the fiscal year ended
bottlers. January 2, 1987.
10.30 -- Sweetener Sales Agreement -- Bottler Exhibit 10.30 to the Company's Annual Report
between The Coca-Cola Company and on Form 10-K for the fiscal year ended
various Company bottlers. December 31, 1992.
10.31 -- Can Supply Agreement, dated November Exhibit 10.30 to the Company's Annual Report
30, 1995, between American National Can on Form 10-K for the fiscal year ended
Company and Coca-Cola Enterprises.** December 31, 1995.
10.32 -- Share Repurchase Agreement dated Exhibit 10.44 to the Company's Annual Report
January 1, 1991 between The Coca-Cola on Form 10-K for the fiscal year ended
Company and Coca-Cola Enterprises. December 28, 1990.
41
INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------- ----------- ---------------------------------------------
10.33 -- Form of International Bottler's
Agreement.
10.34 -- Supplementary Agreement between
Coca-Cola Enterprises, certain of its
international bottlers and The
Coca-Cola Company and The Coca-Cola
Export Corporation.
11 -- Statement re computation of per share
earnings.
12 -- Statement re computation of ratios.
13 -- 1996 Annual Report to Share Owners
(Pages 18-43, 45-47).
21 -- Subsidiaries of the Registrant.
23 -- Consent of Independent Auditors.
24 -- Powers of Attorney.
27 -- Financial Data Schedule.
- ---------------
* Management contracts and compensatory plans or arrangements required to be
filed as an exhibit to this form pursuant to Item 14(c).
** The Company has requested confidential treatment with respect to portions of
this document.