11-K: Annual report of employee stock purchase, savings and similar plans
Published on June 28, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
|
_____________
|
FORM
11-K
_____________
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF
1934
For
the fiscal year ended December 31, 2006
|
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)
|
![]() (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, 2006 and 2005
and
for the Year Ended December 31, 2006
with
Report of Independent Registered Public Accounting Firm
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Financial
Statements and Supplemental Schedule
As
of December 31, 2006 and 2005
and
for the Year Ended December 31, 2006
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
|
[LETTERHEAD OF BANKS, FINLEY, WHITE & CO.]
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,
2006 and 2005 and the related statement of changes in net assets available
for
benefits for the year ended December 31, 2006. 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, 2006 and 2005 and the changes in net assets available for benefits
for the year ended December 31, 2006, 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
28,
2007
1
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Statements
of Net Assets Available for Benefits
December
31, 2006 and 2005
2006
|
2005
|
|||||||
ASSETS
|
||||||||
Investments
(Notes 3 and 4)
|
$ |
1,545,273,985
|
$ |
1,330,701,233
|
||||
Accrued
interest receivable
|
25,115
|
158,594
|
||||||
Due
from broker for securities sold
|
294,660
|
95,273
|
||||||
NET
ASSETS AVAILABLE FOR BENEFITS
|
$ |
1,545,593,760
|
$ |
1,330,955,100
|
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, 2006
Additions
to net assets attributed to:
|
||||
Investment
income:
|
||||
Net
appreciation in fair value
of investments
|
$ |
187,910,954
|
||
Dividend
income
|
22,513,046
|
|||
Interest
income
|
31,308,900
|
|||
Total
investment
income
|
241,732,900
|
|||
Contributions:
|
||||
Employer
|
21,540,420
|
|||
Participants
|
60,418,844
|
|||
Rollovers
from other qualified
plans
|
3,955,388
|
|||
Total
contributions
|
85,914,652
|
|||
Total
additions
|
327,647,552
|
|||
Deductions
from net assets attributed to:
|
||||
Distributions
to Participants
|
112,961,649
|
|||
Administrative
expenses
|
47,243
|
|||
Total
deductions
|
113,008,892
|
|||
Net
increase in net assets available for benefits
|
214,638,660
|
|||
Net
assets available for benefits, beginning of year
|
1,330,955,100
|
|||
NET
ASSETS AVAILABLE FOR BENEFITS, END OF YEAR
|
$ |
1,545,593,760
|
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, 2006 and 2005
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 making a matching contribution equal
to
100% of the first 3% of compensation contributed by a Participant each payroll
period, 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 2006, the maximum “Before-Tax” annual contribution
amount under the Code was $15,000.
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 2006, the maximum
“Catch-Up” contribution amount was $5,000.
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, common stock of The Coca-Cola Company, collective trust
funds
and 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 matching 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. Effective
as of January 1, 2007 the Plan was amended to permit all participants to
redirect Company contributions into other investment options under the
Plan. Refer to Note 8.
Participants
are allowed to roll over account balances from a previous employer’s
tax-qualified retirement plan or Individual Retirement Accounts into the
Plan.
Vesting
Participants
who were hired before April 1, 2002 are immediately vested in their salary
deferral contributions, Company matching contributions and related
earnings. Participants who were 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 five 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 $1,960,060 during 2006. 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). Participants may elect in-service distributions from
After-Tax account balances or distributions from all vested accounts after
attaining age 59½.
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 fair value, which approximates cost. 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. Investment in collective trust funds are stated at fair value,
based on quoted redemption values determined by the investment
managers. Participant loans are valued based upon remaining unpaid
principal balance 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.
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:
2006
|
2005
|
|||||||
Participant-directed
investments
|
$ |
1,058,175,867
|
$ |
915,096,253
|
||||
Nonparticipant-directed
investments
|
487,098,118
|
415,604,980
|
||||||
$ |
1,545,273,985
|
$ |
1,330,701,233
|
The
fair
value of individual investments that represent 5% or more of the Plan’s net
assets at December 31 is as follows:
2006
|
2005
|
|||||||
Common
stock of The Coca-Cola Company
|
$ |
860,817,346
|
$ |
758,934,510
|
||||
Barclay’s
S&P 500 Stock Fund
|
131,843,709
|
115,353,295
|
||||||
Merrill
Lynch Retirement Preservation Trust
|
112,604,049
|
116,864,083
|
Investments
in common stock of The Coca-Cola Company include both participant-directed
and nonparticipant-directed investments.
During
the year ended December 31, 2006, the Plan’s investments (including investments
purchased, sold, as well as held during the year) appreciated in fair value
as
follows:
Net
appreciation in fair value of investments (as determined by quoted
market
prices):
|
||||
Common
stock of The Coca-Cola Company
|
$ |
144,587,123
|
||
Mutual
funds
|
25,408,674
|
|||
169,995,797
|
||||
Net
appreciation in fair value of investments (as determined by
the investment manager):
|
|
|||
Collective
trust funds
|
17,915,157
|
|||
Net
appreciation in fair value of investments
|
$ |
187,910,954
|
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,
2006
|
December
31,
2005
|
|||||||
Net
assets, at fair value:
|
||||||||
Common
stock of The Coca-Cola
Company
|
$ |
487,098,118
|
$ |
415,604,980
|
||||
Year
Ended December 31, 2006
|
||||||||
Changes
in net assets:
|
||||||||
Contributions
|
$ |
21,540,420
|
||||||
Dividends
|
12,557,366
|
|||||||
Net
appreciation
|
80,618,981
|
|||||||
Distributions
to
Participants
|
(34,029,820 | ) | ||||||
Transfers
to other investment
funds
|
(9,193,809 | ) | ||||||
Net
increase
|
$ |
71,493,138
|
Note
5 – Transactions with Parties-in-Interest
During
the year ended December 31, 2006, the Plan had the following transactions
relating to common stock of The Coca-Cola Company:
Shares
|
Fair
Value
|
Realized
Gain
|
||||||||||
Purchases
|
1,402,071
|
$ |
63,727,846
|
$ |
-
|
|||||||
Sales
|
2,388,747
|
106,432,133
|
35,456,318
|
|||||||||
Dividends
Received
|
-
|
22,513,046
|
-
|
The
Plan
held the following investments in common stock of The Coca-Cola
Company:
Shares
|
Fair
Value
|
|||||||
December
31, 2006
|
17,840,774
|
$ |
860,817,346
|
|||||
December
31, 2005
|
18,827,450
|
758,934,510
|
9
THE
COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Notes
to
Financial Statements (Continued)
Note
5 – Transactions with Parties-in-Interest (Continued)
The
Plan’s investments in the Cash Management Account and Retirement Preservation
Trust are managed by Merrill Lynch Bank & Trust Company, FSB and Merrill
Lynch Banks USA, respectively. The Plan’s investments in the
Government Fund, Small Cap Index Fund, Aggregate Bond Index Fund, International
Index Fund, Basic Value Fund, Value Opportunities Fund, Fundamental Growth
Fund,
Long-Term Growth Fund, All-Equity Fund, and Growth and Income Fund were managed
by Merrill Lynch Investment Managers (“MLIM”) until September 29, 2006, the date
Merrill Lynch Investment Managers merged with BlackRock,
Inc. Effective October 1, 2006, the investments previously managed by
MLIM were renamed BlackRock. As a result of the merger, BlackRock,
Inc. is an affiliate of Merrill Lynch Trust Company (the “Trustee”), and,
therefore, the transactions in these funds continue to qualify as
party-in-interest.
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 Participant account balances and the amounts reported in
the
statement of net assets available for benefits.
Note
7 – 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, believe
that the Plan, as amended, is qualified and the related trust is tax
exempt.
Note
8 – Subsequent Event
Effective
January 1, 2007, the Plan was amended to allow participants to direct the
investment of the balance of his or her Company Matching account into other
investment options at any time. Company contributions are initially
invested in the Company Common Stock. Accordingly, all plan
investments in common stock of The Coca-Cola Company became participant-directed
effective January 1, 2007.
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, 2006
(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:
|
||||
*
|
BlackRock,
Inc.
|
Government
Fund
|
$ 7,468,070
|
$ 7,468,070
|
*
|
Merrill
Lynch Bank & Trust Company, FSB
|
Cash
Management Account
|
1,023,645
|
1,023,645
|
Total
Money Market Funds
|
8,491,715
|
8,491,715
|
||
COMMON
STOCK:
|
||||
*
|
The
Coca-Cola Company
|
Common
Stock
|
501,378,560
|
860,817,346
|
COLLECTIVE
TRUST FUNDS:
|
||||
Barclay's
Global Investors
|
S&P
500 Stock Fund
|
99,074,497
|
131,843,709
|
|
*
|
Merrill
Lynch Bank USA
|
Retirement
Preservation Trust
|
112,604,049
|
112,604,049
|
Total
Collective Trust Funds
|
211,678,546
|
244,447,758
|
||
MUTUAL
FUNDS:
|
||||
AIM
Advisors, Inc.
|
International
Growth Fund
|
7,828,277
|
8,680,614
|
|
AIM
Advisors, Inc.
|
Large
Cap Growth Fund
|
6,799,535
|
7,065,261
|
|
Allianz
NFJ
|
Small
Cap Value Fund
|
32,437,389
|
32,472,082
|
|
American
Funds
|
Growth
Fund of America
|
5,927,755
|
6,017,794
|
|
*
|
BlackRock,
Inc.
|
Aggressive
Bond Index Fund
|
14,916,112
|
14,601,803
|
*
|
BlackRock,
Inc.
|
Basic
Value Fund
|
26,207,982
|
28,931,568
|
*
|
BlackRock,
Inc.
|
Fundamental
Growth Fund
|
10,318,469
|
11,841,509
|
*
|
BlackRock,
Inc.
|
Global
Allocation Fund
|
38,484,604
|
45,057,805
|
*
|
BlackRock,
Inc.
|
International
Index Fund
|
11,450,717
|
14,557,241
|
*
|
BlackRock,
Inc.
|
Large
Cap Core Fund
|
10,637,151
|
13,413,537
|
*
|
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, 2006
(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):
|
||||
*
|
BlackRock,
Inc.
|
Small
Cap Index Fund
|
11,334,115
|
13,311,521
|
*
|
BlackRock,
Inc.
|
Value
Opportunities Fund
|
26,902,004
|
26,991,062
|
Calvert
Asset Management Co., Inc.
|
Income
Fund
|
20,133,651
|
19,917,955
|
|
Davis
Selected Advisers, L.P.
|
New
York Venture Fund
|
35,743,591
|
39,781,940
|
|
Delaware
Management Company
|
Delaware
Trend Fund
|
15,170,277
|
16,066,081
|
|
Fidelity
Investments
|
Advisor
Diversified International Fund
|
5,742,831
|
8,307,579
|
|
ING
Investments, LLC
|
International
Small Cap Fund
|
17,718,177
|
24,947,642
|
|
ING
Investments, LLC
|
International
Value Fund
|
27,784,275
|
29,531,309
|
|
Lehman
Brothers
|
Core
Bond Fund
|
4,026,921
|
3,889,244
|
|
Pacific
Investment Mgt. Co. (PIMCO)
|
Total
Return Fund
|
18,066,402
|
17,956,460
|
|
Pioneer
Investment Management, Inc.
|
Pioneer
Fund
|
7,330,750
|
7,666,085
|
|
Pioneer
Investment Management, Inc.
|
Small
Company Fund
|
4,581,260
|
4,410,719
|
|
Thornburg
Investment Management, Inc.
|
International
Value Fund
|
14,571,273
|
16,879,775
|
|
Total
Mutual Funds
|
374,113,518
|
412,296,586
|
||
PARTICIPANTS'
LOANS:
|
||||
*
|
Participants
|
Loans
with interest rates ranging from
|
||
4.0%
to 10.5%. Maturities through 2021.
|
-
|
19,220,580
|
||
TOTAL
ASSETS (HELD AT END OF YEAR)
|
$ 1,095,662,339
|
$ 1,545,273,985
|
||
*
|
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, 2007
13
EXHIBIT
INDEX
Exhibit
No.
|
Description
|
23
|
Consent
of Independent Registered Public Accounting
Firm
|