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
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)
THE
COCA-COLA COMPANY
THRIFT
& INVESTMENT 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
THE
COCA-COLA COMPANY THRIFT & INVESTMENT 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)
|
11
|
BANKS,
FINLEY, WHITE & CO.
CERTIFIED
PUBLIC ACCOUNTANTS
To
The
Coca-Cola Company
Benefits
Committee
The
Coca-Cola Company
Atlanta,
Georgia
Report
of Independent Registered Public Accounting Firm
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,
2004 and 2003 and the related statement of changes in net assets available
for
benefits for the year 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
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Statements
of Net Assets Available for Benefits
December
31, 2004 and 2003
|
2004
|
2003
|
||||||
|
ASSETS
|
|||||||
|
Investments
(Notes 3 and 4)
|
$
|
1,371,705,245
|
$
|
1,565,707,561
|
|||
|
Accrued
interest receivable
|
124,515
|
114,549
|
|||||
|
Due
from broker for securities sold
|
283,524
|
534,742
|
|||||
|
NET
ASSETS AVAILABLE FOR BENEFITS
|
$
|
1,372,113,284
|
$
|
1,566,356,852
|
|||
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
Year
Ended December 31, 2004
|
Additions
to net assets attributed to:
|
||||
|
Investment
income:
|
||||
|
Dividend
income
|
$
|
20,324,857
|
||
|
Interest
income
|
14,329,896
|
|||
|
Total
investment income
|
34,654,753
|
|||
|
Contributions:
|
||||
|
Employer
|
18,319,214
|
|||
|
Participants
|
50,990,176
|
|||
|
Rollovers
from other qualified plans
|
1,667,342
|
|||
|
Total contributions
|
70,976,732
|
|||
|
Total
additions
|
105,631,485
|
|||
|
Deductions
from net assets attributed to:
|
||||
|
Net
depreciation in fair value of investments (Note 3)
|
154,429,925
|
|||
|
Distributions
to Participants
|
145,404,318
|
|||
|
Administrative
expenses
|
40,810
|
|||
|
Total
deductions
|
299,875,053
|
|||
|
Net
decrease in net assets available for benefits
|
(194,243,568
|
)
|
||
|
Net
assets available for benefits, beginning of year
|
1,566,356,852
|
|||
|
NET
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
|
$
|
1,372,113,284
|
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, 2004 and 2003
Note
1 - Description of Plan
The
following description of The Coca-Cola Company Thrift & Investment 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
was originally adopted effective July 1, 1960 and was restated most recently
effective January 1, 1999. 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 may begin participating in
the
Plan upon hire with the Company. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The
trustee of the Plan is the Merrill Lynch Trust Company (the
“Trustee”).
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
Internal Revenue Code (the “Code”).
Participants
may contribute to the Plan with “Before-Tax” dollars and/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 25% of compensation,
subject to certain limitations. For 2004, the maximum “Before-Tax” annual
contribution amount under the Code was $13,000.
Participants
who are age 50 or older by the end of the year may make additional “Catch-up”
contributions with “Before-Tax” dollars provided certain Plan or Internal
Revenue Service limits have been met. For 2004, the maximum “Catch-up”
contribution amount was $3,000.
All
contributions are paid to the Trustee and are invested as directed by
Participants and the Company. Participants may direct their contributions into
a
Money Market fund, Stable Value fund, common stock of The Coca-Cola Company
and
25 mutual funds with various investment objectives and strategies.
4
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Notes
to
Financial Statements (Continued)
Note
1 - Description of Plan (Continued)
All
Company contributions are invested in common stock of The Coca-Cola Company.
Participants who are age 53 or older may redirect Company contributions into
other investment options under the Plan.
Participants
are allowed to roll over account balances from other qualified retirement plans
or Individual Retirement Accounts into the Plan.
Vesting
Participants
hired before April 1, 2002 are immediately vested in their salary deferral
contributions, Company matching contributions and related earnings. Participants
hired after March 31, 2002 are immediately vested in their salary deferral
contributions and related earnings, while vesting in Company matching
contributions is based on a graduated schedule over a three-year period as
follows: 33% after one year of service, 67% after two years of service and
100%
after three years of service. Forfeited amounts are generally used to reduce
employer contributions or pay administrative expenses of the Plan.
Valuation
of Participant Accounts
Participant
account balances are valued based upon the number of shares of each investment
credited to Participant accounts. Shares are revalued on a daily basis to
reflect earnings and other transactions. Shares of common stock of The Coca-Cola
Company are revalued on a daily basis to reflect changes in fair value.
Participant accounts 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 loan amount is $1,000.
|
5
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Notes
to
Financial Statements (Continued)
Note
1 - Description of Plan (Continued)
Participant
Loans (Continued)
|
(c)
|
The
loan interest rate
is the prime rate as published in The
Wall Street Journal
on
the business day prior to the day the loan is
requested.
|
| (d) | The loan repayment period is limited to 5 years for a general purpose loan and 15 years for a loan used to purchase or build a principal residence. |
Employee
Stock Ownership Plan
The
portion of the Plan invested in common stock of The Coca-Cola Company is
designated as an employee stock ownership plan (“ESOP”) within the meaning of
Code Section 4975(e)(7). Participants invested in common stock of The Coca-Cola
Company may elect to receive their entire dividend amount as a cash payment
made
directly to them rather than have the dividend amount reinvested in their Plan
account. The total amount of dividends paid directly to Participants making
this
election was $1,663,686 during 2004. These dividends are included in Dividend
Income and Distributions to Participants on the Statement of Changes in Net
Assets Available for Benefits.
Payment
of Benefits
Upon
retirement, termination or disability, Participants may elect 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 Coca-Cola Company Benefits Committee (the “Committee”)
which, as administrator, has substantial control of, and discretion over, the
administration of the Plan.
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.
|
6
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Notes
to
Financial Statements (Continued)
Note
2 - 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. Actual results may differ from those
estimates.
Valuation
of Investments
Money
market funds are stated at cost, which approximates fair value. The investments
in common stock of The Coca-Cola Company and the mutual funds are stated at
fair
value based upon 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 Merrill Lynch Retirement Preservation
Trust (Blend) 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. There were no outstanding investment contracts
as of December 31, 2004 and all outstanding investment contracts as of December
31, 2003 matured during 2004. Both the weighted-average yield and crediting
interest rates for the contracts were 7.00% for 2004 and 7.06% for
2003.
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.
7
THE
COCA-COLA COMPANY THRIFT & INVESTMENT 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
|
$
|
921,882,238
|
$
|
983,979,981
|
|||
|
Nonparticipant-directed
investments
|
449,823,007
|
581,727,580
|
|||||
|
$
|
1,371,705,245
|
$
|
1,565,707,561
|
||||
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
|
$
|
829,835,482
|
$
|
1,082,081,553
|
|||
|
Merrill
Lynch Retirement Preservation Trust
|
125,312,273
|
122,875,844
|
|||||
|
Barclay’s
S&P 500 Stock Fund
|
114,510,304
|
103,940,061
|
|||||
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 prices as follows:
|
Common
stock of The Coca-Cola Company
|
$
|
(185,667,313
|
)
|
|
|||
|
Mutual
funds
|
31,237,388
|
||||||
|
$
|
(154,429,925
|
)
|
8
THE
COCA-COLA COMPANY THRIFT & INVESTMENT 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:
|
|||||||
|
Common
stock of The Coca-Cola Company
|
$
|
449,823,007
|
$
|
581,727,580
|
|||
|
|
Year
Ended
December 31, 2004
|
|
|||||
|
Changes
in net assets:
|
|||||||
|
Contributions
|
$
|
18,319,214
|
|||||
|
Dividends
|
11,022,033
|
||||||
|
Net
depreciation
|
(100,798,442
|
)
|
|||||
|
Distributions
to Participants
|
(51,813,327
|
)
|
|||||
|
Transfers
to other investment funds
|
(8,634,051
|
)
|
|||||
|
Net
decrease
|
$
|
(131,904,573
|
)
|
||||
Note
5 - Transactions with Party-in-Interest
During
the year ended December 31, 2004, the Plan had the following transactions
relating to common stock of The Coca-Cola Company:
|
Shares
|
Fair
Value
|
Realized
Gain
|
||||||||
|
Purchases
|
1,394,712
|
$
|
65,403,530
|
-
|
||||||
|
Sales
|
2,787,710
|
$
|
131,982,288
|
$
|
54,543,301
|
|||||
|
Dividends
Received
|
-
|
$
|
20,324,857
|
-
|
||||||
The
Plan
held the following investments in common stock of The Coca-Cola Company:
|
Shares
|
Fair
Value
|
|||||||||
|
December
31, 2004
|
19,928,806
|
$
|
829,835,482
|
|
||||||
|
December
31, 2003
|
21,321,804
|
$
|
1,082,081,553
|
|||||||
9
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Notes
to
Financial Statements (Continued)
Note
5 - Transactions with Party-in-Interest (Continued)
The
Plan’s investments in the Retirement Preservation Trust, Government Fund,
Small
Cap Index Fund, Aggregate Bond Index Fund, International Index Fund,
Basic Value
Fund, Small Cap Value Fund, Fundamental Growth Fund, Long-Term Growth
Fund,
All-Equity Fund, Growth and Income Fund, and Cash Management Account
are managed
by Merrill Lynch Investment Managers. Merrill Lynch Investment Managers
is an
affiliate of the Trustee, and, therefore, the transactions in these funds
qualify as party-in-interest.
Note
6 - Income Tax Status
The
Plan
has received a determination letter from the Internal Revenue Service
dated
March 25, 2003, stating that the Plan is qualified under Section
401(a) of
the Code and, therefore, the related trust is exempt from taxation. The
Plan was
amended subsequent to receipt of the determination letter. Once qualified,
the
Plan is required to operate in conformity with the Code to maintain its
qualification. The Committee and the Company’s tax counsel believe the Plan is
being operated in compliance with the applicable requirements of the
Code and,
therefore, believes that the Plan, as amended, is qualified and the related
trust is tax exempt.
10
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
EIN:
58-0628465 PN: 002
|
Schedule
H, line 4i - Schedule of Assets (Held at End of Year)
|
|
December
31, 2004
|
|
(c)
Description of investment
|
|||||||||||
|
(b)
Identity of issue,
|
including
maturity date,
|
||||||||||
|
borrower,
lessor or
|
rate
of interest, collateral,
|
(e)
Current
|
|||||||||
| (a) |
similar
party
|
par,
or maturity value
|
(d)
Cost
|
value
|
|||||||
|
MONEY
MARKET FUNDS:
|
|||||||||||
| * |
Merrill
Lynch Investment Managers
|
Government
Fund
|
$
|
6,248,635
|
$
|
6,248,635
|
|||||
| * |
Merrill
Lynch Investment Managers
|
Cash
Management Account
|
2,417,842
|
2,417,842
|
|||||||
|
Total Money Market Funds
|
8,666,477
|
8,666,477
|
|||||||||
|
COMMON
STOCK:
|
|||||||||||
| * |
The
Coca-Cola Company
|
Common
Stock
|
511,247,192
|
829,835,482
|
|||||||
|
COLLECTIVE
TRUST FUND:
|
|||||||||||
| * |
Merrill
Lynch Investment Managers
|
Retirement
Preservation Trust
|
125,312,273
|
125,312,273
|
|||||||
|
MUTUAL
FUNDS:
|
|||||||||||
|
AIM
Advisors, Inc.
|
Blue
Chip Fund
|
5,694,813
|
6,028,186
|
||||||||
|
Ariel
Capital Management, Inc.
|
Premier
Bond Fund
|
3,594,048
|
3,531,495
|
||||||||
|
Barclay's
Global Investors
|
S&P
500 Stock Fund
|
99,871,227
|
114,510,304
|
||||||||
|
Calvert
Asset Management Co., Inc.
|
Income
Fund
|
17,376,622
|
17,253,242
|
||||||||
|
Davis
Selected Advisers, L.P.
|
New
York Venture Fund
|
20,969,885
|
25,252,356
|
||||||||
|
Delaware
Management Company
|
Delaware
Trend Fund
|
13,792,740
|
16,541,781
|
||||||||
|
The
Dreyfus Corporation
|
Premier
Third Century Fund
|
699,637
|
733,540
|
||||||||
|
Federated
Global Investment Mgt. Corp.
|
International
Equity Fund
|
992,387
|
1,222,753
|
||||||||
|
Fidelity
Investments
|
Advisor
Diversified International Fund
|
7,930,391
|
9,851,293
|
||||||||
|
ING
Investments, LLC
|
International
Value Fund
|
13,220,067
|
16,213,601
|
||||||||
|
ING
Investments, LLC
|
International
Small Cap Fund
|
5,546,585
|
7,135,360
|
||||||||
| * |
Party-in-interest
|
||||||||||
11
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
EIN:
58-0628465 PN: 002
|
Schedule
H, line 4i - Schedule of Assets (Held at End of Year)
|
|
December
31, 2004
|
|
(c)
Description of investment
|
|||||||||||
|
(b)
Identity of issue,
|
including
maturity date,
|
||||||||||
|
borrower,
lessor or
|
rate
of interest, collateral,
|
(e)
Current
|
|||||||||
| (a) |
similar
party
|
par,
or maturity value
|
(d)
Cost
|
value
|
|||||||
|
|
|||||||||||
|
MUTUAL
FUNDS (CONTINUED):
|
|||||||||||
| * |
Merrill
Lynch Investment Managers
|
Strategy
Long-Term Growth Fund
|
31,244,165
|
34,217,235
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
Strategy
All-Equity Fund
|
10,467,902
|
11,813,821
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
Strategy
Growth and Income Fund
|
8,609,381
|
9,187,928
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
Small
Cap Index Fund
|
7,376,136
|
9,249,899
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
Aggregate
Bond Index Fund
|
11,879,613
|
11,866,896
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
International
Index Fund
|
3,604,221
|
4,491,601
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
Basic
Value Fund
|
17,143,428
|
19,087,688
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
Fundamental
Growth Fund
|
9,909,223
|
10,545,425
|
|||||||
| * |
Merrill
Lynch Investment Managers
|
Value
Opportunities Fund
|
20,672,915
|
24,529,640
|
|||||||
|
Pacific
Investment Mgt. Co. (PIMCO)
|
Small
Cap Value Fund
|
13,191,621
|
14,921,364
|
||||||||
|
Pacific
Investment Mgt. Co. (PIMCO)
|
Total
Return Fund
|
14,127,069
|
14,070,240
|
||||||||
|
Pioneer
Investment Management, Inc.
|
Pioneer
Fund
|
4,432,342
|
4,992,099
|
||||||||
|
Pioneer
Investment Management, Inc.
|
Small
Company Fund
|
2,931,987
|
3,206,792
|
||||||||
|
Thornburg
Investment Management, Inc.
|
International
Value Fund
|
201,033
|
206,419
|
||||||||
|
Total Mutual Funds
|
345,479,438
|
390,660,958
|
|||||||||
|
PARTICIPANT
LOANS:
|
|||||||||||
| * |
Loans
to Participants
|
Loans
with interest rates ranging from
|
|||||||||
|
|
4.0%
to 11.5%. Maturities through
2019.
|
-
|
17,230,055
|
||||||||
|
TOTAL
ASSETS (HELD AT END OF YEAR)
|
$
|
990,705,380
|
$
|
1,371,705,245
|
|||||||
| * |
Party-in-interest
|
||||||||||
12
SIGNATURES
The
Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934,
The Coca-Cola Company Benefits 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/ Barbara S.Gilbreath
Barbara S. Gilbreath
Member, The Coca-Cola Company Benefits Committee
|
Date:
June 28, 2005
13
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|