11-K: Annual report of employee stock purchase, savings and similar plans
Published on June 29, 2006
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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_____________
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FORM
11-K
_____________
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þ ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2005
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OR
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¨ TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from _______ to _______
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Commission
File No. 001-02217
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CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
(Full
title of the plan)
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THE
COCA-COLA COMPANY
(Name
of issuer of the securities held pursuant to the plan)
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One
Coca-Cola Plaza
Atlanta,
Georgia 30313
(Address
of the plan and address of issuer's principal executive
offices)
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CARIBBEAN
REFRESCOS, INC.
THRIFT
PLAN
Financial
Statements and Supplemental Schedule
As
of December 31, 2005 and 2004
and
for the Year Ended December 31, 2005
with
Report of Independent Registered Public Accounting Firm
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Financial
Statements and Supplemental Schedule
As
of December 31, 2005 and 2004
and
for the Year Ended December 31, 2005
Table
of
Contents
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Page
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Report
of Independent Registered Public Accounting Firm
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1
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Statements
of Net Assets Available for Benefits
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2
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Statement
of Changes in Net Assets Available for Benefits
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3
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Notes
to Financial Statements
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4
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Supplemental
Schedule
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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, 2005
and 2004 and the related statement of changes in net assets available for
benefits for the year then ended December 31, 2005. 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, 2005 and 2004 and the changes in net assets available for
benefits for the year ended December 31, 2005, 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.
College
Park, Georgia
June
23,
2006
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Statements
of Net Assets Available for Benefits
December
31, 2005 and 2004
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2005
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2004
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ASSETS
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|||||||
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Investments
(Notes 3 and 4)
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$
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23,011,055
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$
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23,925,247
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|||
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Contributions
receivable:
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|||||||
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Employer
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-
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12,912
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|||||
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Participants
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-
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29,381
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|||||
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Total contributions receivable
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-
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42,293
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|||||
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NET
ASSETS AVAILABLE FOR BENEFITS
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$
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23,011,055
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$
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23,967,540
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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, 2005
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Additions
to net assets attributed to:
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||||
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Investment
income:
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||||
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Dividend
income
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$
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484,247
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Interest
income
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110,136
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Total investment income
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594,383
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Contributions:
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||||
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Employer
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534,835
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Participants
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1,243,748
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Total contributions
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1,778,583
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Total
additions
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2,372,966
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Deductions
from net assets attributed to:
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Net
depreciation in fair value of investments (Note 3)
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482,120
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Distributions
to Participants
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2,835,721
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Administrative
expenses
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11,610
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Total
deductions
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3,329,451
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Net
decrease in net assets available for benefits
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(956,485
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)
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Net
assets available for benefits, beginning of year
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23,967,540
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NET
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
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$
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23,011,055
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The
accompanying notes are an integral part of the financial
statements.
3
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Notes
to
Financial Statements
December
31, 2005 and 2004
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 making a matching contribution equal to 100% of the first 3%
of compensation contributed by a Participant subject to certain limitations
imposed by the Puerto Rico Internal Revenue Code of 1994 (the
“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.
Participants may contribute up to 13% (10% on a “Before-Tax” basis) of their
annual compensation to the Plan, subject to certain limitation imposed by
the
Code. For 2005, 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 matching 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:
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(a)
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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.
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(b)
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The
minimum amount that a Participant may borrow is the lesser of 50%
of their
account balance or $1,000.
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(c)
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The
loan interest rate is the prime rate (as published in The
Wall Street Journal
at
the inception of the loan) plus 1%.
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| (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. Participants may elect to
receive
in-service withdrawals from their After-Tax account balances.
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. Investments in collective trust funds are stated at fair value,
based
on quoted redemption values as determined by the investment manager. 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:
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2005
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2004
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Participant-directed
investments
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$
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10,878,156
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$
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11,641,026
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Nonparticipant-directed
investments
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12,132,899
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12,284,221
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$
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23,011,055
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$
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23,925,247
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The
fair
value of individual investments that represent 5% or more of the Plan’s net
assets at December 31 is as follows:
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2005
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2004
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Common
stock of The Coca-Cola Company
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$
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17,739,262
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$
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17,933,640
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AIM
Money Market Fund
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1,772,050
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1,639,528
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Investments
in common stock of The Coca-Cola Company include both participant-directed
and
nonparticipant-directed investments.
During
2005, the Plan’s investments (including investments purchased, sold, as well as
held during the year) appreciated (depreciated) in fair value as
follows:
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Year
Ended
December 31, 2005
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|||||||
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Net
appreciation (depreciation) in fair value of investments (as
determined by
quoted market prices):
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||||||
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Common
stock of The Coca-Cola Company
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$
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(571,382
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)
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Mutual
funds
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50,765
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||||||
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$
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(520,617
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)
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|||||
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Net
appreciation in fair value of investments (as determined by the
investment
manager):
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|||||||
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Collective
trust funds
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38,497
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||||||
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Net
depreciation in fair value of investments
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$
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(482,120
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)
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||||
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:
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December
31,
2005
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December
31,
2004
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Net
assets, at fair value:
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The
Coca-Cola Company Stock Fund
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$
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12,132,899
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$
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12,284,221
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Year
Ended
December 31, 2005
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|||||||
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Changes
in net assets:
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Contributions
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$
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534,835
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||||
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Dividends
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323,186
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||||||
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Net
depreciation
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(371,982
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)
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|||||
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Distributions
to Participants
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(643,604
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)
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|||||
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Transfers
from other investment funds, net
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10,389
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||||||
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Administrative
expenses
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(4,146
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)
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|||||
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Net
decrease
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$
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(151,322
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)
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||||
Note
5 - Transactions with Party-in-Interest
The
Plan
received dividends on common stock of The Coca-Cola Company in 2005 of $484,247.
The Plan purchased 21,608 shares of common stock of The Coca-Cola Company
with a
fair value of $921,751 in 2005. During 2005, the Plan sold 12,220 shares
of
common stock of The Coca-Cola Company for proceeds of $532,258, resulting
in a
gain of $244,473 based on historical cost. The Plan held 440,071 and 430,683
shares of common stock of The Coca-Cola Company as of December 31, 2005 and
2004, respectively, with a fair value of $17,739,262 and $17,933,640,
respectively.
8
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
Notes
to
Financial Statements (Continued)
Note
6 - Risk and Uncertainties
The
Plan
invests in various investment securities. Investment securities are exposed
to
various risks such as interest rate, market, and credit risks. Due to the
level
of risk associated with certain investment securities, it is at least reasonably
possible that changes in the values of investment securities will occur in
the
near term and that such changes could materially affect Participants’ account
balances and the amounts reported in the statement of net assets available
benefits.
Note
7 - Income Tax Status
The
Plan
qualifies under Sections 165(a) and 165(e) of the Puerto Rico Income Tax
Act of
1954 (the “Act”), as amended, (for applicable tax years) and Sections 1165(a)
and 1165(e) 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 has indicated that it will take whatever actions are necessary
to
maintain the Plan’s tax-qualified status.
9
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
EIN:
66-0276572 PN: 001
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Schedule
H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2005
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(a)
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(b)
Identity
of issue,
borrower,
lessor or
similar
party
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(c)
Description of
investment
including
maturity
date,
rate
of
interest,
collateral, par, or maturity value
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(d)
Cost
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(e)
Current
value
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|||||||
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Short-Term
Investment:
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|||||||||||
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Federated
Investors, Inc.
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Federated
Government Obligation Fund #5
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$ |
412,802
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$ |
412,802
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Common
Stock:
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|||||||||||
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*
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The
Coca-Cola Company
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Common
stock
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10,567,099
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17,739,262
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|||||||
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Mutual
Funds:
|
|||||||||||
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AIM
Advisors, Inc.
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Money
Market Fund
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1,772,050
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1,772,050
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|||||||
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AIM
Advisors, Inc.
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Dynamics
Fund
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394,869
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374,041
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|||||||
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AIM
Advisors, Inc.
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Basic
Balanced Fund
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221,266
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233,291
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|||||||
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AIM
Advisors, Inc.
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Income
Fund
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118,139
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114,702
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|||||||
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AIM
Advisors, Inc.
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Intermediate
Government Fund
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444,651
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427,064
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||||||||
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AIM
Advisors, Inc.
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Blue
Chip Fund
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816,184
|
724,746
|
||||||||
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AIM
Advisors, Inc.
|
Global
Growth Fund
|
79,935
|
80,730
|
||||||||
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AIM
Advisors, Inc.
|
Basic
Value Fund
|
222,140
|
262,360
|
||||||||
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Total Mutual Funds
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4,069,234
|
3,988,984
|
|||||||||
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Collective
Trust Funds:
|
|||||||||||
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INVESCO
|
Structured
Small Cap Value Equity Trust
|
219,167
|
291,508
|
||||||||
|
INVESCO
|
International
Equity Trust
|
76,448
|
90,304
|
||||||||
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Total Collective Trust Funds
|
295,615
|
381,812
|
|||||||||
|
Participant
Loans:
|
|||||||||||
|
*
|
Participants
|
Loans
with interest rates ranging from
|
|
|
|
||||||
|
5.0%
to 10.5%. Maturities through 2020.
|
-
|
488,195
|
|||||||||
|
|
|||||||||||
|
Total
Assets (Held at End of Year)
|
$
15,344,750
|
$
23,011,055
|
|||||||||
|
*
|
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 27, 2006
11
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
23
|
Consent
of Independent Registered Public Accounting Firm
|