11-K: Annual report of employee stock purchase, savings and similar plans
Published on June 29, 2005
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________
FORM
11-K
|
_____________
þ ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the
fiscal year ended December 31, 2004
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
CARIBBEAN
REFRESCOS, INC. THRIFT 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)
CARIBBEAN
REFRESCOS, INC.
THRIFT
PLAN
Financial
Statements and Supplemental Schedule
As
of December 31, 2004 and 2003
and
for the Year Ended December 31, 2004
with
Report of Independent Registered Public Accounting Firm
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Financial
Statements and Supplemental Schedule
As
of December 31, 2004 and 2003
and
for the Year Ended December 31, 2004
Table
of Contents
|
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
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
Schedule
|
|
Schedule
H, line 4i - Schedule of Assets (Held at End of Year)
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10
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BANKS, FINLEY, WHITE & CO.
CERTIFIED
PUBLIC ACCOUNTANTS
To
the
Thrift Plan Committee of
Caribbean
Refrescos, Inc.
Caribbean
Refrescos, Inc.
Cidra,
Puerto Rico
Report
of Independent Registered Public Accounting Firm
We
have
audited the accompanying statements of net assets available for benefits
of the
Caribbean Refrescos, Inc. Thrift Plan (the “Plan”) as of December 31, 2004
and 2003 and the related statement of changes in net assets available for
benefits for the year then ended December 31, 2004. 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 standards of the Public Company
Accounting Oversight Board (United States). 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 Plan as
of
December 31, 2004 and 2003 and the changes in net assets available
for
benefits for the year ended December 31, 2004, in conformity with
U.S.
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 schedule of assets
held
at end of year is presented for purposes of additional analysis and is
not a
required part of the basic financial statements but is 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. This
supplemental schedule is the responsibility of the Plan’s management. The
supplemental schedule has been subjected to the auditing procedures applied
in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/
BANKS,
FINLEY, WHITE & CO.
Atlanta,
Georgia
June
24,
2005
1
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Statements
of Net Assets Available for Benefits
December
31, 2004 and 2003
2004
|
2003
|
||||||
ASSETS
|
|||||||
Investments
(Notes 3 and 4)
|
$
|
23,925,247
|
$
|
27,808,703
|
|||
Contributions
receivable:
|
|||||||
Employer
|
12,912
|
1,747
|
|||||
Participants
|
29,381
|
5,733
|
|||||
Total
contributions receivable
|
42,293
|
7,480
|
|||||
NET
ASSETS AVAILABLE FOR BENEFITS
|
$
|
23,967,540
|
$
|
27,816,183
|
The
accompanying notes are an integral part of the financial
statements.
2
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Statement
of Changes in Net Assets Available for Benefits
Year
Ended December 31, 2004
Additions
to net assets attributed to:
|
||||
Investment
income:
|
||||
Dividend
income
|
$
|
441,537
|
||
Interest
income
|
63,626
|
|||
Total
investment income
|
505,163
|
|||
Contributions:
|
||||
Employer
|
524,866
|
|||
Participants
|
1,278,917
|
|||
Total
contributions
|
1,803,783
|
|||
Total
additions
|
2,308,946
|
|||
Deductions
from net assets attributed to:
|
||||
Net
depreciation in fair value of investments (Note 3)
|
3,902,183
|
|||
Distributions
to Participants
|
2,244,156
|
|||
Administrative
expenses
|
11,250
|
|||
Total
deductions
|
6,157,589
|
|||
Net
decrease in net assets available for benefits
|
(3,848,643
|
)
|
||
Net
assets available for benefits, beginning of year
|
27,816,183
|
|||
NET
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
|
$
|
23,967,540
|
The
accompanying notes are an integral part of the financial
statements.
3
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Notes
to
Financial Statements
December
31, 2004 and 2003
Note
1 - Description of Plan
The
following description of the Caribbean Refrescos, Inc. Thrift Plan (the
“Plan”)
provides only general information. Participants should refer to the Summary
Plan
Description for a more complete description of the Plan’s
provisions.
General
The
Plan
is a defined contribution pension plan covering a majority of the employees
of
Caribbean Refrescos, Inc. (the “Company”), a wholly-owned subsidiary of The
Coca-Cola Company. Eligible employees may begin participating in the Plan
after
reaching age 18 and completing three months of service. The Plan is subject
to
the provisions of the Employee Retirement Income Security Act of 1974,
as
amended (ERISA).
Contributions
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
Puerto Rico Income Tax Act of 1954, as amended.
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.
Participants may contribute up to 13% (10% on a “Before-Tax” basis) of their
annual compensation to the Plan. For 2004, the maximum “Before-Tax” annual
contribution amount was $8,000.
All
contributions are paid to a trustee and are invested as directed by Participants
and the Company. Participants may direct their contributions into The Coca-Cola
Company Stock Fund, and 10 mutual and collective trust funds with various
investment objectives and strategies.
All
Company contributions are invested in The Coca-Cola Company Stock Fund
and are
immediately vested to the Participants.
Participants
are allowed to roll over account balances from other
qualified
retirement plans or Individual Retirement Accounts into the Plan.
4
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
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 credited to Participant accounts. Units are revalued on a daily basis
to
reflect earnings and other transactions. Participant account balances are
updated on a daily basis to reflect transactions
affecting
account balances.
Participant
Loans
Participants
may borrow from their account balances subject to certain limitations.
Participant loans may be taken from a combination of “Before-Tax”, “After-Tax”
and rollover account balances.
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. The $50,000 maximum is reduced
by the
Participant’s highest outstanding loan balance on any loans during the
preceding 12 months.
|
(b)
|
The
minimum amount that a Participant may borrow is the lesser
of 50% of their
account balance or $1,000.
|
(c)
|
The
loan interest rate is the prime rate (as published in The
Wall Street Journal
at
the inception of the loan) plus 1%.
|
(d)
|
The
loan repayment period is one to five years for a general purpose
loan and
one to 15 years for a loan used to purchase or build a principal
residence.
|
Payment
of Benefits
Generally,
payments from the Plan are made in a single lump sum upon a Participant’s
retirement, termination or disability. However, if a Participant dies,
the
surviving spouse or other designated beneficiary may choose to receive
payment
from the Plan in up to 10 annual installments.
Administration
The
Company is the named plan administrator as defined in ERISA Section 3(16)(A).
However, the Thrift Plan Committee of Caribbean Refrescos, Inc. (the
“Committee”), on behalf of the Company and as designated in the Plan document,
has substantial control of and discretion over the administration of the
Plan.
5
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Notes
to
Financial Statements (Continued)
Note
1 - Description of Plan (Continued)
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 document approved by 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.
|
Note
2 - Summary of Significant Accounting Policies
Basis
of Accounting
The
financial statements of the Plan are presented on the accrual basis of
accounting.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires Plan management to make estimates that affect
certain reported amounts and disclosures. Accordingly, actual results may
differ
from those estimates.
Valuation
of Investments
All
investments are stated at fair value. The investments in common stock of
The
Coca-Cola Company and the mutual funds are determined at the 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
plus any accrued but unpaid interest.
Administrative
Expenses
Certain
administrative expenses were paid by the Plan, as permitted by the
Plan document. All other administrative expenses were paid
by the
Company.
6
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Notes
to
Financial Statements (Continued)
Note
3 - Investments
The
fair
value of investments at December 31 is as follows:
2004
|
2003
|
||||||
Participant-directed
investments
|
$
|
11,641,026
|
$
|
11,910,292
|
|||
Nonparticipant-directed
investments
|
12,284,221
|
15,898,411
|
|||||
$
|
23,925,247
|
$
|
27,808,703
|
The
fair
value of individual investments that represent 5% or more of the Plan’s net
assets at December 31 is as follows:
2004
|
2003
|
||||||
Common
stock of The Coca-Cola Company
|
$
|
17,933,640
|
$
|
22,591,616
|
|||
AIM
Money Market Fund
|
1,639,528
|
1,539,405
|
Investments
in common stock of The Coca-Cola Company include both participant-directed
and
nonparticipant-directed investments.
During
the year ended December 31, 2004, the Plan’s investments (including investments
purchased, sold, as well as held during the year) appreciated (depreciated)
in
fair value as determined by quoted market price as follows:
Common
stock of The Coca-Cola Company
|
$
|
(4,082,004
|
)
|
|
|||
Mutual
funds
|
112,159
|
||||||
Collective
trust funds
|
67,662
|
||||||
$
|
(3,902,183
|
)
|
7
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
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,
2004
|
December
31,
2003
|
||||||
Net
assets, at fair value:
|
|||||||
The
Coca-Cola Company Stock Fund
|
$
|
12,284,221
|
$
|
15,898,411
|
|||
|
Year
Ended
December 31, 2004
|
|
|||||
Changes
in net assets:
|
|||||||
Contributions
|
$
|
524,866
|
|||||
Dividends
|
296,006
|
||||||
Net
depreciation
|
(2,674,976
|
)
|
|||||
Distributions
to Participants
|
(1,137,875
|
)
|
|||||
Transfers
to other investment funds
|
(617,941
|
)
|
|||||
Administrative
expenses
|
(4,270
|
)
|
|||||
Net
decrease
|
$
|
(3,614,190
|
)
|
Note
5 - Transactions with Party-in-Interest
The
Plan
received dividends on common stock of The Coca-Cola Company during 2004
of
$441,537. During 2004, the Plan sold 14,472 shares of common stock of The
Coca-Cola Company for proceeds of $575,972, resulting in a gain of $242,195
based on historical cost. The Plan held 430,683 and 445,155 shares of common
stock of The Coca-Cola Company as of December 31, 2004 and 2003, respectively,
with a fair value of $17,933,640 and $22,591,616, respectively.
8
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Notes
to
Financial Statements (Continued)
Note
6 - Income Tax Status
The
Plan
qualifies under Section 165(a) of the Puerto Rico Income Tax Act of 1954
(the
“Act”), as amended, (for applicable tax years) and Section 1165(a) of the Puerto
Rico Internal Revenue Code of 1994, as amended, (for applicable tax years)
and
is, therefore, not subject to tax under present income tax laws. Once qualified,
the Plan is required to operate in conformity with the applicable tax
requirements to maintain its qualification. The Plan obtained a determination
letter on October 19, 1990, in which the Puerto Rico Department of the
Treasury
ruled that the Plan, as then designed, was in compliance with the applicable
requirements of the Act. The Plan has been amended subsequent to receiving
this
determination letter. The Plan obtained letters on October 22, 1998 and
September 27, 2000, in which the Puerto Rico Department of the Treasury
ruled
that the amendments do not affect the qualified status of the Plan. The
Committee believes that the Plan is currently designed and being
operated
in material compliance with the applicable tax requirements.
9
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
EIN:
66-0276572 PN: 001
Schedule
H, line 4i - Schedule of Assets (Held at End of Year)
|
||||||||||||
December
31, 2004
|
||||||||||||
|
|
|||||||||||
(a)
|
(b)
Identity of issue,
borrow, lessor or similar party |
(c)
Description of investment
including
maturity date, rate of
interest,
collateral, par, or maturity value
|
(d)
Cost
|
(e)
Current value
|
||||||||
Short-Term
Investment:
|
||||||||||||
Federated
Investors, Inc.
|
Federated
Government Obligation Fund #5
|
$
|
498,994
|
$
|
498,994
|
|||||||
Common
Stock:
|
||||||||||||
* |
The
Coca-Cola Company
|
Common
stock
|
9,933,133
|
17,933,640
|
||||||||
Mutual
Funds:
|
||||||||||||
AIM
Advisors, Inc.
|
Money
Market Fund
|
1,639,528
|
1,639,528
|
|||||||||
AIM
Advisors, Inc.
|
Dynamics
Fund
|
417,099
|
364,029
|
|||||||||
AIM
Advisors, Inc.
|
Total
Return Fund
|
264,272
|
277,933
|
|||||||||
AIM
Advisors, Inc.
|
Income
Fund
|
157,833
|
158,352
|
|||||||||
AIM
Advisors, Inc.
|
Intermediate
Government Fund
|
778,431
|
769,065
|
|||||||||
AIM
Advisors, Inc.
|
Blue
Chip Fund
|
883,411
|
756,830
|
|||||||||
AIM
Advisors, Inc.
|
Global
Growth Fund
|
169,301
|
173,035
|
|||||||||
AIM
Advisors, Inc.
|
Basic
Value Fund
|
291,183
|
328,442
|
|||||||||
Total
Mutual Funds
|
4,601,058
|
4,467,214
|
||||||||||
Collective
Trust Funds:
|
||||||||||||
INVESCO
|
Structured
Small Cap Value Equity Trust
|
222,043
|
300,056
|
|||||||||
INVESCO
|
International
Equity Trust
|
131,198
|
138,150
|
|||||||||
Total
Collective Trust Funds
|
353,241
|
438,206
|
||||||||||
Participant
Loans:
|
||||||||||||
*
|
Loans
to Participants
|
Loans
with interest rates ranging from 5.00% to 10.50%. Maturities
through
2015.
|
-
|
587,193
|
||||||||
Total
Assets (Held at End of Year)
|
$
|
15,386,426
|
$
|
23,925,247
|
||||||||
*Party-in-interest
|
10
SIGNATURES
The
Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Thrift Plan Committee of Caribbean Refrescos, Inc. has duly
caused this
annual report to be signed on its behalf by the undersigned hereunto
duly
authorized.
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
(Name
of
Plan)
By: /s/
Candido Collazo
Candido Collazo
Chairman, Thrift Plan Committee
of
Caribbean Refrescos, Inc.
Date:
June 28, 2005
11
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
23
|
Consent
of Independent Registered Public Accounting Firm
|