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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 11-K
_____________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 001-02217
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
(Full title of the plan)
THE COCA-COLA COMPANY
(Name of issuer of the securities held pursuant to the plan)
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Address of the plan and address of issuer's principal executive offices)
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THE COCA-COLA COMPANY
THRIFT & INVESTMENT PLAN
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998
TOGETHER WITH INDEPENDENT AUDITORS' REPORT
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Financial Statements and Schedules
For the Years Ended December 31, 1999 and 1998
Table of Contents
Page
----
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at End of Year 10
Schedule of Reportable Transactions 13
To the Corporate Retirement Plan
Administrative Committee of
The Coca-Cola Company
The Coca-Cola Company
Atlanta, Georgia
Independent Auditors' Report
We have audited the accompanying statements of net assets available for benefits
of The Coca-Cola Company Thrift & Investment Plan (the "Plan") as of December
31, 1999 and 1998 and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Coca-Cola
Company Thrift & Investment Plan as of December 31, 1999 and 1998 and the
changes in net assets available for benefits for the year ended December 31,
1999, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes at end of year and reportable transactions are presented
for purposes of additional analysis and are not a required part of the basic
financial statements but are supplemental information required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ BANKS, FINLEY, WHITE & CO.
June 26, 2000
1
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
---- ----
ASSETS
Cash $ 346,847 $ 52,598
Investments (Note 3) 2,148,700,812 2,520,564,484
Due from brokers for securities sold 100,094 136,029
Accrued interest receivable 51,565 210,769
-------------- --------------
Total assets 2,149,199,318 2,520,963,880
-------------- --------------
LIABILITIES
Accrued expenses - 23,065
Due to brokers for securities purchased 219,799 2,043,646
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $2,148,979,519 $2,518,897,169
============== ==============
The accompanying notes are an integral part of the financial statements.
2
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income:
Dividend income $ 20,536,805
Interest income 8,909,613
--------------
Total investment income 29,446,418
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Contributions:
Employer 18,383,166
Participants 54,561,839
Rollovers from other qualified plans 4,891,038
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Total contributions 77,836,043
--------------
Total additions 107,282,461
--------------
DEDUCTIONS TO NET ASSETS ATTRIBUTED TO:
Net depreciation in fair value of
investments (Note 3) 247,192,416
Distributions to Participants 229,939,587
Administrative expenses 68,108
--------------
Total deductions 477,200,111
--------------
Net decrease in net assets
available for benefits (369,917,650)
Net assets available for
benefits, beginning of year 2,518,897,169
--------------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $2,148,979,519
==============
The accompanying notes are an integral part of the financial statements.
3
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
NOTE 1 - DESCRIPTION OF PLAN
The Coca-Cola Company Thrift & Investment Plan (the "Plan") is a defined
contribution pension plan covering a majority of the domestic employees of The
Coca-Cola Company and its participating subsidiaries (the "Company"), with the
exception of employees represented by bargaining units which have not negotiated
coverage and others listed in the Plan document.
Eligible employees can participate in the Plan after completing three months of
service. The election to contribute to the Plan by employees ("Participants") is
voluntary. Participant contributions are in the form of payroll deductions with
the Company currently contributing an amount equal to 100% of the first 3% of
compensation contributed by a Participant, subject to certain limitations
imposed by the Internal Revenue Code.
Participants may contribute to the Plan with "Before Tax" dollars or "After Tax"
dollars. "Before Tax" contributions are not subject to current federal income
taxes but are subject to Federal Insurance Contributions Act (FICA) taxes.
"Before Tax" and "After Tax" contributions are limited in total to 15% of
compensation. For 1999, the maximum "Before Tax" annual contribution amount was
$10,000.
Participants may borrow from their account balance subject to certain
limitations. Participant loans may be taken from a combination of "Before Tax",
"After Tax" and rollover account balances.
All contributions are paid to a trustee and are invested as directed by
Participants and the Company. Participants may direct their contributions into
any of the following investment funds:
COMPANY STOCK FUND - Common stock of The Coca-Cola Company with some
moderate cash and/or cash equivalent holdings for liquidity purposes.
STABLE VALUE FUND - High quality fixed income securities (primarily
guaranteed investment contracts) with short to intermediate term
maturities.
S&P 500 STOCK FUND - Diversified portfolio of stocks listed on the
Standard & Poor's 500 Composite Stock Price Index.
LIFEPATH FUNDS - Five funds maintaining a diversified portfolio of
common stocks and bonds. Each fund is designed to maintain a level of
risk appropriate to its target date.
4
Notes to Financial Statements, Continued
NOTE 1 - DESCRIPTION OF PLAN, CONTINUED
All Company contributions are invested in the Company Stock Fund and are
immediately vested to the Participants.
Participants are allowed to roll over account balances from other qualified
plans or Individual Retirement Accounts into the Plan. Upon retirement,
termination or disability, Participants may choose to receive payment from the
Plan in a lump sum distribution, installments or in partial payments (a portion
paid in a lump sum, and the remainder paid later).
ADMINISTRATION
The Plan is administered by the Corporate Retirement Plan Administrative
Committee of The Coca-Cola Company (the "Committee") which, as administrator,
has complete control of and sole discretion over the administration of the Plan.
Certain administrative expenses were paid by the Company. Administrative
expenses paid by the Plan during 1999 were $68,108.
PARTICIPANT LOANS
The following applies to Participant loans:
(a) The maximum amount that a Participant may borrow is the lesser of 50% of
their account balance or $50,000.
(b) The minimum loan amount is $1,000.
(c) The loan interest rate is the prime rate as published in the Wall Street
Journal at the inception of the loan.
(d) The loan repayment period is limited to 60 months for a general purpose
loan and 180 months for a loan used to purchase or build a principal
residence.
5
Notes to Financial Statements, Continued
NOTE 1 - DESCRIPTION OF PLAN, CONTINUED
VALUATION OF PARTICIPANT ACCOUNTS
Participant account balances are valued based upon the number of units of each
investment fund owned by the Participants. Units are revalued on a daily basis
to reflect earnings and other transactions. Participant accounts are updated on
a daily basis to reflect transactions affecting account balances.
PLAN TERMINATION
The Company expects the Plan to be continued indefinitely but reserves the right
to terminate the Plan or to discontinue its contributions to the Plan at any
time, by written approval from the Committee. In the event of termination, the
Committee may either:
(a) continue the trust for as long as it considers advisable, or
(b) terminate the trust, pay all expenses from the trust fund, and direct
the payment of Participant account balances, either in the form of
lump-sum distributions, installment payments, or any other form
selected by the Committee.
Additional information about the Plan is available from the Company's Employee
Benefits Department.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are maintained on an accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires Plan management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.
6
Notes to Financial Statements, Continued
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
VALUATION OF INVESTMENTS
Investments are stated at fair value. The investments in common stock of The
Coca-Cola Company, the S&P 500 Stock Fund and the LifePath Funds are
determined at quoted prices in active markets at the last reported sales
price on the last business day of the Plan year. Participant loans are valued
based upon remaining unpaid principal balance plus any accrued but unpaid
interest.
The guaranteed investment contracts within the Stable Value Fund are reported at
contract value, which is equivalent to fair value. Contract value represents
contributions made under the contracts, plus earnings, less withdrawals and
administrative expenses. These investment contracts are fully-benefit
responsive, which means Participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investment at contract value. There are no
reserves against contract value for credit risk of the contract issuer or
otherwise. The weighted-average yield and crediting interest rates for the
contracts were both approximately 6.3% for 1999 and 1998.
RECLASSIFICATIONS
Certain reclassifications have been made for the prior year to conform to the
current year presentation.
NOTE 3 - INVESTMENTS
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated) in
fair value (as determined by quoted market price) by ($247,192,416) as follows:
Common stock of The Coca-Cola Company ($277,065,375)
Common/collective trust funds 29,872,959
------------
($247,192,416)
============
The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31 is as follows:
1999 1998
---- ----
Common stock of The Coca-Cola Company $1,781,499,535* $2,206,910,387*
* Includes both participant and nonparticipant-directed investments
7
Notes to Financial Statements, Continued
NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
December 31, December 31,
1999 1998
------------ ------------
Net assets, at fair value:
Common stock of The Coca-Cola
Company $890,516,512 $1,111,062,501
Year ended
December 31, 1999
-----------------
Changes in net assets:
Contributions $ 18,292,267
Dividends 10,381,916
Net depreciation (146,071,739)
Distributions to Participants (100,107,463)
Transfers to other investment funds (3,040,970)
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Net decrease in net assets ($ 220,545,989)
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NOTE 5 - TRANSACTIONS WITH PARTIES-IN-INTEREST
During 1999, the Plan purchased 2,448,873 shares of common stock of The
Coca-Cola Company, in market and intra-Plan transactions, with a fair market
value of $147,626,288. During 1999, dividends earned by the Plan on shares
of common stock of The Coca-Cola Company were $20,536,805. As of December 31,
1999 and 1998, the Plan held 30,583,683 and 32,938,961 shares of common stock
of The Coca-Cola Company with a fair market value of $1,781,499,535 and
$2,206,910,387, respectively.
The Plan's Stable Value Fund is managed by Merrill Lynch Asset Management.
Merrill Lynch Trust Company is the trustee as defined by the Plan and,
therefore, the transactions in the Stable Value Fund qualify as
party-in-interest.
8
Notes to Financial Statements, Continued
NOTE 6 - INCOME TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code of 1986 (the "IRC") and is, therefore, not
subject to tax under present income tax laws. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan obtained its latest determination letter on March 17, 1999, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the IRC. The Plan has been
amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the IRC.
9
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
Description of investment
Identity of issue, including maturity date,
borrower, lessor or rate of interest, collateral, Current
similar party par, or maturity value Cost value**
------------------- ----------------------------- ---- -------
Common Stock:
* The Coca-Cola Company 30,583,683 shares of common stock $575,260,702 $1,781,499,535
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Short-Term Investments:
Merrill Lynch 18,401,890 units of Retirement
Reserves Fund 18,401,890 18,401,890
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Guaranteed Investment
Contracts:
Allstate 7.17% annual interest 4,261,663 4,261,663
due 1/31/2001
Bank of America 5.95% annual interest 5,014,049 5,014,049
due 9/15/2003
Bank of America 6.17% annual interest 5,011,451 5,011,451
due 9/18/2004
Caisse Des Depots 6.53% annual interest 8,001,386 8,001,386
due 6/30/2002
Caisse Des Depots 6.44% annual interest 8,125,454 8,125,454
due 7/01/2002
Chase Manhattan Bank 6.14% annual interest 1,393,924 1,393,924
due 2/15/2000
GE Life & Annuity Assurance Co. 7.04% annual interest 4,081,336 4,081,336
due 9/15/2000
J.P. Morgan 5.89% annual interest 4,891,058 4,891,058
due 12/25/2001
J.P. Morgan 5.92% annual interest 3,765,864 3,765,864
due 2/07/2003
* Party-in-interest
** Current value is equivalent to contract value for all Guaranteed
Investment Contracts
10
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
Description of investment
Identity of issue, including maturity date,
borrower, lessor or rate of interest, collateral, Current
similar party par, or maturity value Cost value**
------------------- ----------------------------- ---- -------
Guaranteed Investment Contracts, continued:
John Hancock 7.04% annual interest $ 4,151,924 $ 4,151,924
due 6/15/2000
National Westminster Bank 6.44% annual interest 8,210,765 8,210,765
due 2/10/2002
National Westminster Bank 6.34% annual interest 9,525,654 9,525,654
due 7/19/2003
National Westminster Bank 5.90% annual interest 3,569,605 3,569,605
due 10/25/2003
New York Life 6.12% annual interest 2,518,812 2,518,812
due 11/17/2003
Rabobank Nederland 5.66% annual interest 5,015,995 5,015,995
due 10/25/2002
Sun America 6.08% annual interest 2,575,919 2,575,919
due 6/3/2003
TransAmerica 6.23% annual interest 809,232 809,232
due 11/15/2004
Union Bank of Switzerland 5.76% annual interest 5,654,607 5,654,607
due 1/20/2004
Union Bank of Switzerland 6.99% annual interest 4,007,951 4,007,951
due 6/1/2004
Union Bank of Switzerland 6.38% annual interest 5,012,569 5,012,569
due 11/15/2004
Westdeutsche Landesbank 6.21% annual interest 5,066,064 5,066,064
due 3/17/2003
Westdeutsche Landesbank 6.26% annual interest 4,276,744 4,276,744
due 4/25/2003 ------------ ------------
Total Guaranteed Investment Contracts 104,942,026 104,942,026
------------ ------------
11
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
Description of investment
Identity of issue, including maturity date,
borrower, lessor or rate of interest, collateral, Current
similar party par, or maturity value Cost value**
------------------- ----------------------------- ---- -------
Common / Collective
Trust Funds:
Barclay's Global Investors 4,422,001 units of S&P 500 $ 78,075,531 $ 104,359,218
Stock Fund
Barclay's Global Investors 983,732 units of LifePath 11,999,796 13,221,363
Income Fund
Barclay's Global Investors 895,824 units of LifePath
2010 Fund 12,028,458 14,019,653
Barclay's Global Investors 3,624,107 units of LifePath
2020 Fund 46,700,275 64,291,650
Barclay's Global Investors 566,399 units of LifePath
2030 Fund 9,029,153 10,937,157
Barclay's Global Investors 670,187 units of LifePath
2040 Fund 11,771,162 14,167,753
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Total Common / Collective
Trust Funds 169,604,375 220,996,794
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Loans to Participants Loans with interest rates
ranging from 7.13% to 9.50% N/A 22,860,567
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Total Assets Held for Investment Purposes at End of Year $868,208,993 $2,148,700,812
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12
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Schedule of Reportable Transactions
For the Year Ended December 31, 1999
Description of Current
asset (include Expense value of
interest rate incurred asset on
Identity of and maturity in Purchase Selling Lease with Cost of transaction Net gain
party involved case of a loan) price price rental transaction asset date or (loss)
- -------------- --------------- -------- ------- ------- ----------- ------- ----------- ---------
CATEGORY (iii) - ANY TRANSACTION WITHIN THE PLAN YEAR INVOLVING SECURITIES OF THE SAME ISSUE IF
WITHIN THE PLAN YEAR ANY SERIES OF TRANSACTIONS AGGREGATE TO MORE THAN 5% OF
THE CURRENT VALUE OF PLAN ASSETS AT JANUARY 1, 1999.
The Coca-Cola Common stock $28,645,626 - - $28,557 $28,674,183 $ 28,674,183 -
Company
The Coca-Cola Common stock - $103,086,217 - $62,216 $28,374,009 $103,148,433 $74,774,424
Company
THERE WERE NO CATEGORY (i),(ii) OR (iv) REPORTABLE TRANSACTIONS DURING THE
YEAR ENDED DECEMBER 31, 1999.
13
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act
of 1934, The Coca-Cola Company Corporate Retirement Plan Administrative
Committee has duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
THE COCA-COLA COMPANY
THRIFT & INVESTMENT PLAN
(Name of Plan)
By: /s/ Susan E.Shaw
--------------------
SUSAN E. SHAW
Member, The Coca-Cola Company
Corporate Retirement Plan
Administrative Committee
Date: June 26, 2000
EXHIBIT INDEX
Exhibit No. Description
23 Consent of Independent Auditors