EXHIBIT 13.1
THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
We exist for one reason: to maximize share-owner value over time. To
fulfill this mission, The Coca-Cola Company and its subsidiaries (our
Company) have developed a comprehensive business strategy focused on
four key objectives: (1) increasing volume, (2) expanding our share of
beverage sales worldwide, (3) maximizing our long-term cash flows and
(4) improving economic profit and creating economic value added. We
achieve these objectives by strategically investing in the high-return
beverages business and by optimizing our cost of capital through
appropriate financial policies.
INVESTMENTS
With a global business system that operates in nearly 200 countries
and generates superior cash flows, our Company is uniquely positioned
to capitalize on profitable new investment opportunities. Our
criterion for investment is simple: We seek to invest in opportunities
that enhance our existing operations and offer cash returns that
exceed our long-term after-tax weighted-average cost of capital,
estimated to be approximately 11 percent.
Because it consistently generates high returns on capital, our
business is a particularly attractive investment for us. In developing
and emerging markets, where increasing the penetration of our beverage
products is our primary goal, we dedicate the bulk of our investments
to infrastructure enhancements: production facilities, distribution
networks, sales equipment and technology. We make these investments by
acquiring or forming strategic business alliances with local bottlers
and by matching local expertise with our experience and focus. In
highly developed markets, where our primary goal is to make our
products the beverages consumers prefer, we dedicate the bulk of our
expenditures to marketing activities.
Currently, 55 percent of the world's population lives in markets
where the average person consumes fewer than 10 servings of our
beverages per year, offering high-potential growth opportunities for
our Company and our bottlers. In fact, the emerging markets of China,
India, Indonesia and Russia combined represent approximately 44
percent of the world's population, but, on a combined basis, the
average per capita consumption of our products in these markets is
approximately 1 percent of the United States' level. As a result, we
are investing aggressively to ensure our products are pervasive,
preferred and offer the best price relative to value.
Our investment strategy focuses primarily on the four fundamental
drivers of our business: bottling operations, capital expenditures,
marketing activities and people.
BOTTLING OPERATIONS
We continue our well-established strategy of strengthening our
distribution system by investing in, and subsequently reselling,
ownership positions in bottling operations. This strategy provides our
Company with yet another value stream resulting from the gains on the
sale of these investments. The other value streams from which we
benefit are those provided by our core concentrate business and our
consolidated bottling operations, as well as our participation in the
earnings of bottlers in which we remain an equity investor.
We have business relationships with three types of bottlers -
independently owned bottlers, bottlers in which we have a
noncontrolling ownership interest and bottlers in which we have a
controlling ownership interest. Independently owned bottlers are
bottlers in which we have no ownership interest. These bottlers
produced and distributed approximately 40 percent of our 1996
worldwide unit case volume. The other bottlers represent businesses in
which we have invested. In 1996, bottlers in which we own a
noncontrolling ownership interest produced and distributed an
additional 45 percent of our total worldwide unit case volume.
Controlled and consolidated bottling and fountain operations produced
and distributed approximately 15 percent of total worldwide unit case
volume for Company products.
We invest heavily in certain bottling operations to maximize the
strength and efficiency of our production, distribution and marketing
systems around the world. These investments often result in increases
in unit case volume, net revenues and profits at the bottler level,
which in turn generate increased gallon shipments for our concentrate
business. As a result, both our Company and the bottlers benefit from
long-term growth in volume, cash flows and share-owner value.
The level of our investment generally depends on the bottler's
capital structure and its available resources at the time of our
investment. In certain situations, it can be advantageous to acquire a
controlling interest in a bottling operation. Although not our primary
long-term business strategy, owning a controlling interest allows us
to compensate for limited local resources or facilitate improvements
in customer relationships while building or restructuring the bottling
operations. Bottling businesses typically generate lower margins on
revenue than our concentrate business. However, the acquisition and
consolidation of a bottler increases revenues and generally increases
operating profits on a per-gallon basis. We acquired controlling
interests in certain bottling operations in Italy in 1996 and 1995, as
well as in Venezuela in 1995. By providing capital and marketing
expertise to newly acquired bottlers, we intend to strengthen our
bottling territories.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
In line with our long-term bottling strategy, we periodically
consider options for reducing our ownership interest in a consolidated
bottler. One such option is to sell our interest in a consolidated
bottling operation to one of our equity investee bottlers. Another
option for reducing our ownership interest is to combine our bottling
interests with the bottling interests of others to form strategic
business alliances. In both of these situations, we continue
participating in the previously consolidated bottler's earnings
through our portion of the equity investee's income.
Consistent with our strategy, we sold our consolidated bottling
and canning operations in France and Belgium to our major bottler
headquartered in the United States, Coca-Cola Enterprises Inc.
(Coca-Cola Enterprises) in 1996.
In 1996, we formed a strategic business alliance in Germany,
Coca-Cola Erfrischungsgetraenke AG (CCEAG), through the merger of our
previously wholly owned east German bottler with three independent
bottlers. This new bottler is expected to build a stronger bottler
structure in Germany, establishing the framework for future profitable
growth and future acquisitions in that region. As a result of the
merger, we now have a 45 percent interest in CCEAG.
Also in 1996, we combined our bottling interests in Venezuela
with the Cisneros Group's bottling companies to form a new joint
venture, Embotelladora Coca-Cola y Hit de Venezuela, S.A. (Coca-Cola y
Hit). Coca-Cola y Hit is the leader in the Venezuelan beverage
business.
During 1995, we sold our controlling interests in certain
bottling operations in Poland, Croatia and Romania to Coca-Cola Amatil
Limited (Coca-Cola Amatil), a bottler headquartered in Australia.
As stated earlier, our investments in a bottler can represent
either a noncontrolling or a controlling interest. Through
noncontrolling investments in bottling companies, we provide expertise
and resources to strengthen those businesses. Specifically, we help
improve sales and marketing programs, assist in the development of
effective business and information systems and help establish
appropriate capital structures. In 1996, we purchased interests in two
Chilean bottling companies: a 17 percent interest in Embotelladoras
Polar S.A. and a 6 percent interest in Embotelladora Andina S.A. Also,
we sold our 49 percent interest in Coca-Cola & Schweppes Beverages
Ltd., a bottler in the United Kingdom, to Coca-Cola Enterprises in
early 1997.
We designate certain bottling operations in which we have a
noncontrolling ownership interest as "anchor bottlers" due to their
level of responsibility and performance. Anchor bottlers, which
include Coca-Cola Amatil and Coca-Cola Enterprises, are strongly
committed to their own profitable growth which, in turn, helps us meet
our strategic goals and furthers the interests of our worldwide
production, distribution and marketing systems. Anchor bottlers tend
to be large and geographically diverse with strong financial and
management resources. In 1996, our anchor bottlers produced and
distributed approximately 30 percent of our total worldwide unit case
volume. Currently, eight companies are designated as anchor bottlers,
giving us strong partners on every major continent around the world.
In 1996, CCEAG was designated an anchor bottler, our first anchor
bottler headquartered in Europe. In 1995, we increased our economic
interest in Panamerican Beverages, Inc. (Panamerican Beverages) from 7
to 13 percent and designated it as an anchor bottler. Panamerican
Beverages owns bottling operations in Mexico, Brazil, Colombia and
Costa Rica. Also in 1995, we contributed assets to a new joint
venture, Coca-Cola Sabco (Proprietary) Limited (Coca-Cola Sabco), also
an anchor bottler, in return for a 16 percent economic interest and
notes receivable. Coca-Cola Sabco continues to strengthen our
distribution system in south and east Africa.
In line with our established investment strategy, our bottling
investments have been profitable over time. For bottling investments
which are accounted for by the equity method, we measure the
profitability of our bottling investments in two ways - equity income
and the excess of the fair values over the carrying values of our
investments. Equity income represents our share of the net earnings of
our investee companies that are accounted for by the equity method,
and it is included in our consolidated income. In 1996, equity income,
primarily from our investments in unconsolidated bottling companies,
reached $211 million, a 25 percent increase from 1995. The following
table illustrates the excess of the calculated fair values, based on
quoted closing prices of publicly traded shares, over our Company's
carrying values for selected equity method investees (in millions):
Fair Carrying
December 31, Value Value Excess
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1996
Coca-Cola Enterprises Inc. $ 2,731 $ 547 $ 2,184
Coca-Cola Amatil Limited 2,109 881 1,228
Coca-Cola FEMSA, S.A. de C.V. 411 90 321
Coca-Cola Beverages Ltd. 219 15 204
Coca-Cola Bottling Co. Consolidated 134 85 49
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$ 3,986
======================================================================
The excess of the calculated fair values over the carrying values
for our investments illustrates the significant increase in the value
of our investments. Although this excess value for equity method
investees is not reflected in our consolidated results of operations
or financial position, it represents a true economic benefit to us.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
CAPITAL EXPENDITURES
Capital expenditures for property, plant and equipment and the
percentage distribution by geographic area for 1996, 1995 and 1994 are
as follows (in millions):
Year Ended December 31, 1996 1995 1994
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Capital expenditures $ 990 $ 937 $ 878
- ------------------------------------------------------------------
North America 27% 31% 29%
Africa 3% 2% 3%
Greater Europe 38% 41% 37%
Latin America 8% 9% 15%
Middle & Far East 12% 9% 6%
Corporate 12% 8% 10%
==================================================================
In 1996, we launched a strategic business initiative called
"Project Infinity" to integrate business systems across our global
enterprise over the next seven years. Project Infinity will require
significant capital expenditures over the next several years. We
anticipate Project Infinity will enhance our competitiveness as it
will supply immediate, detailed information about the marketplace to
our management, associates and bottlers worldwide, providing better
and faster decision-making capabilities about operations, marketing
and finance.
MARKETING ACTIVITIES
In addition to investments in bottling and distribution
infrastructure, we also make significant expenditures in support of
our trademarks. We define marketing as anything we do to create
consumer demand for our brands. We are intently focused on continually
finding new ways to build value into all of our brands. Marketing
spending aimed at building the value of our brands enhances consumer
awareness and builds consumer preference, which results in volume
growth and increases in per capita consumption of our products and our
share of worldwide beverage sales.
We build consumer awareness and product appeal for our trademarks
using integrated marketing programs. These programs include activities
such as advertising, point-of-sale merchandising and product sampling.
Each of these activities contributes to building consumer awareness
and product preference.
Through our bottling investments and strategic alliances with
other bottlers of our products, we are able to develop and implement
integrated marketing programs on a global basis. In developing a
global strategy for a Company trademark, we perform product and
packaging research, establish brand positioning, develop precise
consumer communications and seek consumer feedback. Examples of recent
successes with our global brand strategies include our Coca-Cola
contour bottle, our Sprite "dimpled" bottle and the Coca-Cola classic
campaign, "For the Fans."
During 1996, our partnership with the Centennial Olympic Games
and our presentation of the Olympic Torch Relay added value to our
brands. During the year, we executed Olympic-themed programs in more
than 135 countries around the world, building brand recognition,
product appeal and consumer awareness for our products. In addition,
we have extended our sponsorship of the Olympic Movement through 2008.
As part of our ongoing efforts to maximize the impact of our
advertising expenditures, we assign specific brands to individual
advertising agencies. This approach enables us to enhance each brand's
global positioning, increase accountability and use the Company's
marketing expenditures more efficiently and effectively.
During 1996, our Company's direct marketing expenses, which
include consumer marketing activities, increased 12 percent to $4.3
billion.
PEOPLE
Our success depends on having people who can identify and act on the
vast opportunities that exist for our business. This means building a
culture among our people in which learning and innovation dominate our
business lives. To support this effort in 1996, we formed the
Coca-Cola Learning Consortium, a group dedicated to working with the
management of our entire system to make learning a core capability.
The Learning Consortium will build the culture, systems and processes
our people need to develop the knowledge and skills to discover and
act upon opportunities better and faster than ever.
FINANCIAL STRATEGIES
We use several strategies to optimize our cost of capital, which is a
key component of our ability to maximize share-owner value.
DEBT FINANCING
We maintain debt levels considered prudent based on our cash flow,
interest coverage and percentage of debt to total capital. We use debt
financing to lower our overall cost of capital, which increases our
return on share-owners' equity.
Our capital structure and financial policies have earned long-
term credit ratings of "AA" from Standard & Poor's and "Aa3" from
Moody's, and the highest credit ratings available for our commercial
paper programs.
Our global presence and strong capital position afford us easy
access to key financial markets around the world, enabling us to raise
funds with a low effective cost. This posture, coupled with the active
management of our mix of short-term and long-term debt, results in a
lower overall cost of borrowing. Our debt management policies, in
conjunction with our share repurchase programs and investment
activity, typically result in current liabilities exceeding current
assets.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
In managing our use of debt capital, we consider the following
financial measurements and ratios:
Year Ended December 31, 1996 1995 1994
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Net debt (in billions) $ 2.8 $ 2.6 $ 1.8
Net debt-to-net capital 31% 32% 26%
Free cash flow to net debt 85% 82% 120%
Interest coverage 17x 16x 19x
Ratio of earnings to
fixed charges 14.9x 14.5x 16.8x
================================================================
Net debt is net of cash, cash equivalents and marketable
securities in excess of operating requirements and net of temporary
bottling investments.
FINANCIAL RISK MANAGEMENT
Most of our foreign currency exposures are managed on a consolidated
basis, which allows us to net certain exposures and, thus, take
advantage of any natural offsets. With approximately 80 percent of our
1996 operating income generated outside the United States, weakness in
one particular currency is often offset by strengths in others. We use
derivative financial instruments to reduce our net exposure to
financial risks.
We use forward exchange contracts to adjust the currency mix of
our recorded assets and liabilities, which further reduce our exposure
to adverse fluctuations in exchange rates. In addition, we enter into
forward exchange and swap contracts and purchase options to hedge both
firmly committed and anticipated transactions, as appropriate, and net
investments in certain international operations.
Our derivative financial instruments are straight-forward
instruments with liquid markets. We use primarily liquid spot,
forward, option and swap contracts. We do not enter into derivative
financial instruments for trading purposes. As a matter of policy, all
of our derivative positions are used to reduce risk by hedging an
underlying economic exposure. This policy mitigates certain risks such
as changes in currency, interest rates and other market factors,
including commodities, on a matched basis. Under this strategy, gains
or losses on hedging transactions are offset by gains or losses on the
underlying exposures being hedged.
SHARE REPURCHASES
Our confidence in the long-term growth potential of our business is
demonstrated by our continued and consistent use of share repurchase
programs. In July 1992, our Board of Directors authorized a plan to
repurchase up to 200 million shares of our Company's common stock
through the year 2000. In 1996, we repurchased 32 million shares under
the July 1992 plan at a total cost of approximately $1.5 billion.
Through 1996, we had repurchased 167 million shares under the July
1992 plan.
On October 17, 1996, our Board of Directors authorized a new
share repurchase program for 206 million additional shares through the
year 2006. Over the next 10 years, this plan, combined with the
remaining shares under the 1992 plan, authorizes the repurchase of
approximately an additional 10 percent of our outstanding shares.
Since the inception of our initial share repurchase program in
1984 through our current program as of December 31, 1996, our Company
has repurchased 998 million shares, representing 30 percent of the
shares outstanding as of January 1, 1984, at an average price per
share of $10.29.
DIVIDEND POLICY
Because of our historically strong earnings growth, our Board of
Directors has increased our cash dividend per common share by an
average annual compound growth rate of 14 percent since December 31,
1986. Our annual common stock dividend was $.50 per share, $.44 per
share and $.39 per share in 1996, 1995 and 1994, respectively. At its
February 1997 meeting, our Board of Directors again increased our
quarterly dividend per share to $.14, equivalent to a full-year
dividend of $.56 in 1997, our 35th consecutive annual increase.
In 1996, our dividend payout ratio was approximately 36 percent
of our net income. To free up additional cash for reinvestment in our
high-return beverages business, our Board of Directors intends to
gradually reduce our dividend payout ratio to 30 percent over time.
STOCK SPLIT
In April 1996, our share owners approved an increase in the authorized
common stock of our Company from 2.8 billion shares to 5.6 billion
shares and a two-for-one stock split. The stated par value of each
share remained at $.25 per share. All share data included in our
Annual Report has been restated for periods prior to the stock split.
PERFORMANCE TOOLS
Economic profit and economic value added provide a framework for
measuring the impact of value-oriented actions. We define economic
profit as income from continuing operations after taxes, excluding
interest, in excess of a computed capital charge for average operating
capital employed. In 1996, we modified the calculation of economic
profit to include both gains and losses on transactions relating to
our bottling investments. As modified, economic profit now includes
all of our identified value streams. Economic value added represents
the growth in economic profit from year to year. To assure that our
management team is clearly focused on the key drivers of our business,
economic value added and economic profit are used in determining
annual incentive awards and long-term incentive awards for most
eligible employees.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
Over the last five years, as we have continued to strengthen our
bottling system, economic profit has increased at an average annual
compound rate of 20 percent. Over the same period, our Company's stock
price has increased at an average annual compound rate of 21 percent.
Over time, increases in our economic profit have correlated closely
with increases in our Company's stock price. For this reason, we
intend to continue focusing on the growth of economic profit.
During 1996, we began implementing a new tool to help us improve
our performance - value-based management (VBM). VBM does not replace
the economic value added concept; rather, it is a tool to manage
economic profit. It requires us to think about creating value - in
everything we do, every day. By focusing on value, we develop better
strategies that help us create more value for our share owners.
VBM is a way of thinking, a process for planning and executing
and a set of tools for understanding what creates value and what
destroys it. It provides a set of fundamental principles that allows
us to manage for increased value. With VBM, we determine how best to
maximize value creation, not just in our business overall, but in
every area of our business. We believe that a clear focus on the
components of economic profit and on the driver of those components -
VBM - is critical to our ability to maximize share-owner value over time.
TOTAL RETURN TO SHARE OWNERS
Share owners of our Company have received an excellent return on their
investment over the past decade. A $100 investment in our Company's
common stock on December 31, 1986, together with reinvested dividends,
was worth approximately $1,337 on December 31, 1996, an average annual
compound return of 30 percent.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OUR BUSINESS
We are the largest manufacturer, distributor and marketer of soft
drink beverage concentrates and syrups in the world. We manufacture
beverage concentrates and syrups and, in certain instances, finished
beverages, which we sell to bottling and canning operations,
authorized fountain wholesalers and some fountain retailers. In
addition, we have substantial ownership interests in numerous bottling
and canning operations. We are also the world's largest distributor
and marketer of juice and juice-drink products.
We own more than 160 brands, including soft drinks and
noncarbonated beverages such as sports drinks, juice drinks, milk
products, water products, teas and coffees.
VOLUME
We measure our sales volume in two ways: (1) gallon shipments of
concentrates and syrups and (2) unit cases of finished product. Gallon
shipments represent our primary business and measure the volume of
concentrates and syrups we sell to our bottling system. Most of our
revenues are based on this measure of "wholesale" activity. We also
measure volume in unit cases, which represent the amount of finished
product our bottling system sells to retail customers. We believe unit
case volume more accurately measures the underlying strength of our
business system because it measures trends at the retail level.
Fountain syrups sold directly to our customers are included in both
measures.
In 1996, our worldwide unit case volume increased 8 percent, on
top of an 8 percent increase in 1995. Our business system sold 13.7
billion unit cases in 1996, an increase of 1 billion unit cases over
1995. Our 1996 results are the product of years of methodically
investing not only in marketing, but also in our worldwide
infrastructure including bottlers, capital, information systems and
people.
OPERATIONS
NET OPERATING REVENUES AND GROSS MARGIN
On a consolidated basis, our net revenues grew 3 percent and our gross
profit grew 7 percent in 1996. The increase in revenues reflects an
increase in gallon shipments and selective price increases offset by a
stronger U.S. dollar and the disposition of our previously
consolidated bottling and canning operations in France, Belgium and
east Germany. Our gross profit margin increased to 64 percent in 1996
from 61 percent in 1995, primarily due to the sale of our east German,
French and Belgian bottling and canning operations, which shifted a
greater proportion of our revenues to our higher margin concentrate
business, and favorable results from changes in our product mix.
Additionally, gross margins improved in 1996 due to favorable price
variances in raw materials, such as packaging, at our consolidated
bottlers.
On a consolidated basis, our net revenues and gross profit each
grew 11 percent in 1995. The increase in revenues reflects gallon
shipment increases, selective price increases and continued expansion
of our bottling and canning operations. Our gross margin declined to
61 percent in 1995 from 62 percent in 1994, primarily due to higher
costs for materials such as sweeteners and packaging.
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES
Selling expenses were $5,891 million in 1996, $5,399 million in 1995
and $4,931 million in 1994. The increases in 1996 and 1995 were
primarily due to higher marketing expenditures in support of our
Company's volume growth.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
Administrative and general expenses were $2,002 million in 1996,
$1,653 million in 1995 and $1,445 million in 1994. The increase in
1996 reflects certain nonrecurring provisions. In the third quarter of
1996, we made a series of decisions that resulted in provisions of
approximately $276 million in administrative and general expenses
related to our plans for strengthening our worldwide system. Of this
$276 million, approximately $130 million related to the streamlining
of our operations, primarily in Greater Europe and Latin America. Our
management has taken actions to consolidate certain manufacturing
operations and, as a result, recorded charges to recognize the
impairment of certain manufacturing assets and to recognize the
estimated losses on the disposal of other assets. The remainder of
this $276 million provision related to actions taken by The Minute
Maid Company (formerly known as Coca-Cola Foods). During the third
quarter of 1996, The Minute Maid Company entered into two significant
agreements with independent parties: (i) a strategic supply alliance
with Sucocitrico Cutrale Ltda., the world's largest grower and
processor of oranges, and (ii) a joint venture agreement with Groupe
Danone to produce, distribute and sell premium refrigerated juices
outside of the United States and Canada. With these agreements, we
intend to increase The Minute Maid Company's focus on managing its
brands while seeking arrangements to lower its overall manufacturing
costs. In connection with these actions, we recorded $146 million in
third quarter provisions, comprised primarily of impairment charges to
certain production facilities and reserves for losses on the disposal
of other production facilities.
Also in the third quarter of 1996, we launched a strategic
initiative, Project Infinity, to redesign and enhance our information
systems and communications capabilities. In connection with this
initiative, we recorded an $80 million impairment charge in
administrative and general expenses to recognize Project Infinity's
impact on existing information systems. Also in the third quarter of
1996, we recorded a charge in administrative and general expenses as a
result of our decision to contribute $28.5 million to the corpus of
The Coca-Cola Foundation, a not-for-profit charitable organization.
The increase in administrative and general expenses in 1995 was
due to higher expenses related to employee benefits and a nonrecurring
provision of $86 million to increase efficiencies in the Company's
operations in North America and Europe.
Administrative and general expenses, as a percentage of net
operating revenues, were approximately 11 percent in 1996 and 9
percent in 1995 and 1994.
OPERATING INCOME AND OPERATING MARGIN
On a consolidated basis, our operating income decreased 3 percent in
1996, following an 11 percent increase in 1995. The decrease in 1996
was principally due to the disposition of our French and Belgian
bottling and canning operations and the recording of several
nonrecurring provisions as discussed previously. In addition, to
strengthen our already efficient worldwide bottler system where
possible, we encouraged certain bottlers to reduce their concentrate
inventory levels by curtailing concentrate shipments to their
locations. Reducing concentrate inventory levels freed up cash in the
bottling system, allowing for further investment in sales-generating
equipment and production capacity expansion. This curtailment of
concentrate shipments decreased operating income by an estimated $290
million. Our consolidated operating margin was 21 percent in 1996 and
22 percent in 1995.
MARGIN ANALYSIS
[bar chart]
1996 1995 1994
- -------------------------------------------------------
Net Operating Revenues $18.5 $18.0 $16.2
(in billions)
Gross Margin 64% 61% 62%
Operating Margin 21% 22% 22%
- -------------------------------------------------------
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THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
INTEREST INCOME AND INTEREST EXPENSE
In 1996, our interest income decreased 3 percent, due primarily to
lower average short-term investments and lower average interest rates
in Latin America. Interest expense increased 5 percent in 1996, due to
higher average debt balances.
In 1995, our interest income increased 35 percent as a result of
higher average interest rates outside of the United States. Interest
expense increased 37 percent in 1995, reflecting higher commercial
paper balances.
EQUITY INCOME
Equity income increased 25 percent to $211 million in 1996, due
primarily to stronger operating performances by Coca-Cola Enterprises,
Coca-Cola Beverages Ltd. and The Coca-Cola Bottling Company of New
York, Inc.
Equity income increased 26 percent to $169 million in 1995, due
primarily to improved results at Coca-Cola FEMSA, Coca-Cola Nestle
Refreshments, Coca-Cola Bottlers Philippines, Inc. and Coca-Cola
Beverages Ltd.
OTHER INCOME (DEDUCTIONS)-NET
In 1996, other income (deductions)-net increased $1 million, and
includes gains recorded on the sale of our bottling and canning
operations in France and Belgium, as well as gains on other bottling
transactions.
In 1995, other income (deductions)-net increased $111 million,
and includes gains recorded on the sale of bottling operations in
Poland, Croatia and Romania.
GAINS ON ISSUANCES OF STOCK BY EQUITY INVESTEES
In 1996, Coca-Cola Amatil issued approximately 46 million shares in
exchange for approximately $522 million. This issuance reduced our
ownership percentage in Coca-Cola Amatil from approximately 39 percent
to approximately 36 percent and resulted in a noncash pretax gain to
our Company of approximately $130 million.
Also in 1996, Coca-Cola Erfrischungsgetraenke G.m.b.H. (CCEG),
our wholly owned east German bottler, issued new shares to effect a
merger with three independent German bottling operations. The shares
were valued at approximately $925 million, based upon the fair values
of the assets of the three acquired bottling companies. Approximately
24.4 million shares were issued, resulting in a noncash pretax gain of
approximately $283 million to our Company. We own a 45 percent
interest in the resulting anchor bottler Coca-Cola
Erfrischungsgetraenke AG (CCEAG).
In 1996, Coca-Cola FEMSA de Buenos Aires, S.A. issued
approximately 19 million shares to Coca-Cola FEMSA, S.A. de C.V. This
issuance reduced our ownership in Coca-Cola FEMSA de Buenos Aires,
S.A. from 49 percent to approximately 32 percent. We recognized a
noncash pretax gain of approximately $18 million as a result of this
transaction. In a subsequent transaction, our ownership in Coca-Cola
FEMSA de Buenos Aires, S.A. was reduced to 25 percent.
In the third quarter of 1995, Coca-Cola Amatil completed a public
offering in Australia of approximately 97 million shares of common
stock. In connection with the offering, our ownership in Coca-Cola
Amatil was reduced to approximately 40 percent. We recognized a
noncash pretax gain of approximately $74 million as a result of this
transaction.
INCOME TAXES
In the third quarter of 1996, our Company reached an agreement in
principle with the U.S. Internal Revenue Service (IRS), settling
certain U.S.-related income tax matters, including issues in
litigation related to our operations in Puerto Rico, dating back to
1981 and extending through 1995. This settlement resulted in a one-
time reduction of $320 million to our 1996 income tax expense as a
result of a reversal of previously accrued income tax liabilities and
reduced our effective tax rate to 24.0 percent in 1996 from 31.0
percent in 1995 and 31.5 percent in 1994. Excluding the favorable
impact of the settlement with the IRS, our 1996 effective tax rate
would have been 31.0 percent. Our effective tax rate reflects tax
benefits derived from having significant operations outside the United
States, which are taxed at rates lower than the U.S. statutory rate of
35 percent.
INCOME PER SHARE
Accelerated by our Company's share repurchase program, our net income
per share grew 19 percent in 1996 and 1995 and 18 percent in 1994.
LIQUIDITY AND CAPITAL RESOURCES
We believe our ability to generate cash from operations in excess of
our capital reinvestment and dividend requirements is one of our
fundamental financial strengths. We anticipate that our operating
activities in 1997 will continue to provide us with sufficient cash
flows to capitalize on opportunities for business expansion and to
meet all of our financial commitments.
FREE CASH FLOW
Free cash flow is the cash remaining from operations after we have
satisfied our business reinvestment opportunities. We focus on
increasing free cash flow to achieve our primary objective, maximizing
share-owner value over time. We use free cash flow, along with
borrowings, to pay dividends and make share repurchases.
- 45 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The consolidated statements of our cash flows are summarized as
follows (in millions):
Year Ended December 31, 1996 1995 1994
- ------------------------------------------------------------------
Cash flows provided by
(used in):
Operations $ 3,463 $ 3,328 $ 3,361
Investment activities (1,050) (1,226) (1,215)
- -------------------------------------------------------------------
FREE CASH FLOW 2,413 2,102 2,146
Cash flows provided by
(used in):
Financing
Share repurchases (1,521) (1,796) (1,192)
Other financing activities (581) (482) (600)
Exchange (45) (43) 34
- -------------------------------------------------------------------
Increase (decrease) in cash $ 266 $ (219) $ 388
===================================================================
Cash provided by operations amounted to $3.5 billion, a 4 percent
increase from 1995. This increase reflects the continued growth of our
business and includes the cash effect of significant items recorded in
1996. These items have been previously discussed in Management's
Discussion and Analysis on pages 43 through 45. In 1995, cash provided
by operations amounted to $3.3 billion, a 1 percent decrease from
1994. This 1995 decrease primarily resulted from increases in accounts
receivable and inventories related to the increase in our net
revenues, and an increase in prepaid expenses and other assets.
In 1996, net cash used in investment activities decreased from
1995, primarily due to the increase in proceeds from the disposals of
investments and other assets including the disposition of our bottling
and canning operations in France and Belgium. The increase in proceeds
from disposals was partially offset by significant acquisitions and
investments, including our investment in Coca-Cola y Hit.
As compared to 1994, net cash used in investment activities
increased slightly in 1995, primarily attributable to an increase in
purchases of property, plant and equipment, offset by an increase in
proceeds from disposals of investments and other assets. Specifically,
during 1995, we sold our interests in bottling operations in Poland,
Croatia and Romania.
FINANCING ACTIVITIES
Our financing activities include net borrowings, dividend payments and
share repurchases. Net cash used in financing activities totaled $2.1
billion in 1996, $2.3 billion in 1995 and $1.8 billion in 1994. Cash
used to purchase common stock for treasury was $1.5 billion in 1996
versus $1.8 billion in 1995. The change between 1995 and 1994 was due,
in part, to net borrowings of debt.
Commercial paper is our primary source of short-term financing.
On December 31, 1996, we had $3.2 billion outstanding in commercial
paper borrowings. In addition, we had $1.1 billion in lines of credit
and other short-term credit facilities available, under which $0.2
billion was outstanding. The 1996 and 1995 increases in loans and
notes payable were primarily attributable to additional commercial
paper borrowings resulting from the management of our short-term and
long-term debt mix.
EXCHANGE
Our international operations are subject to certain opportunities and
risks, including currency fluctuations and government actions. We
monitor our operations in each country closely so that we can respond
to changing economic and political environments quickly and
decisively, and take full advantage of changing foreign currencies and
interest rates.
We use approximately 50 functional currencies. In 1996, 1995 and
1994, the weighted-average exchange rates for certain key foreign
currencies strengthened (weakened) against the U.S. dollar as follows:
Year Ended December 31, 1996 1995 1994
- -------------------------------------------------------------------
Key currencies (9)% Even 2%
- -------------------------------------------------------------------
Australian dollar 6% 1% 9%
British pound Even 3% 2%
Canadian dollar Even Even (5)%
French franc (4)% 13% (1)%
German mark (6)% 13% 2%
Japanese yen (15)% 9% 9%
Mexican peso (17)% (46)% (8)%
===================================================================
These percentages do not reflect the impact of fluctuations in
exchange on our operating results, as our foreign currency management
program mitigates a portion of such exchange risks. In addition, due
to our global operations, weaknesses in some currencies are often
offset by strengths in others.
The change in our foreign currency translation adjustment in 1996
was due primarily to the revaluation of net assets located in
countries where the local currency significantly weakened versus the
U.S. dollar. Exchange gains (losses)-net amounted to $3 million in
1996, $(21) million in 1995 and $(25) million in 1994, and were
recorded in other income (deductions)-net. Exchange gains (losses)-net
includes the remeasurement of certain currencies into functional
currencies and the costs of hedging certain transaction and balance
sheet exposures.
Additional information concerning our hedging activities is
presented on pages 59 through 61.
- 46 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL POSITION
The 1996 decrease in our accounts receivable, inventories, property,
plant and equipment, goodwill, and accounts payable and accrued
expenses is due primarily to the disposition of our previously
consolidated bottling and canning operations in France and Belgium and
the deconsolidation of our previously consolidated east German
bottler. In 1996, our equity method investments increased primarily
due to our investments in CCEAG and Coca-Cola y Hit. The 1996 increase
in cost method investments includes our investment in Embotelladoras
Polar S.A., Embotelladora Andina S.A., Panamerican Beverages and
noncash adjustments increasing our investments to fair value. The
decrease in accrued income taxes is directly attributable to our 1996
settlement with the IRS, whereby $320 million of previously accrued
income tax liabilities was reversed against current year income tax
expense.
The 1995 increase in cost method investments included an
increased investment in Panamerican Beverages. In 1995, goodwill and
other intangible assets increased as a result of our acquisitions
during the year, including Barq's, Inc., and certain fountain syrup
manufacturing operations.
IMPACT OF INFLATION AND CHANGING PRICES
Inflation is a factor that affects the way we operate in many markets
around the world. In general, we are able to increase prices to
counteract the effects of increasing costs and to generate sufficient
cash flows to maintain our productive capability.
OUTLOOK
As a global business that generates the majority of its operating
income outside the United States, our Company is uniquely positioned
to benefit from operating in a variety of currencies, as downturns in
any one region are often offset by upturns in others. Additionally, we
have various operational initiatives available to offset the
unfavorable impact of such events.
While we cannot predict the future, we believe our opportunities
for sustained, profitable growth are considerable, not only in the
developing population centers of the world, but also in our oldest,
most established markets, including the United States. We firmly
believe the strength of our brands, our global presence, our strong
financial condition and the skills of our people give us the
flexibility to capitalize on these growth opportunities as we continue
to pursue our goal of increasing share-owner value.
ADDITIONAL INFORMATION
For additional information about our operations, cash flows, liquidity
and capital resources, please refer to the information on pages 50
through 68 of this report. Additional information concerning our
operations in geographic areas is presented on page 66.
- 47 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
SELECTED FINANCIAL DATA
Compound
(In millions except per Growth Rates Year Ended December 31,
share data{1}, ratios ----------------- -------------------------------------------------
and growth rates) 5 Years 10 Years 1996 1995 1994{3} 1993{4}
- ------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Net operating revenues 9.9% 10.3% $ 18,546 $18,018 $16,181 $13,963
Cost of goods sold 7.7% 6.9% 6,738 6,940 6,168 5,160
- -----------------------------------------------------------------------------------------------
Gross profit 11.3% 12.9% 11,808 11,078 10,013 8,803
Selling, administrative
and general expenses 11.3% 11.6% 7,893 7,052 6,376 5,704
- -----------------------------------------------------------------------------------------------
Operating income 11.1% 15.9% 3,915 4,026 3,637 3,099
Interest income 238 245 181 144
Interest expense 286 272 199 168
Equity income 211 169 134 91
Other income (deductions)-net 87 86 (25) 7
Gains on issuances of stock by
equity investees 431 74 - 12
- -----------------------------------------------------------------------------------------------
Income from continuing
operations before income
taxes and changes in
accounting principles 14.0% 13.5% 4,596 4,328 3,728 3,185
Income taxes 7.6% 8.9% 1,104 1,342 1,174 997
- -----------------------------------------------------------------------------------------------
Income from continuing
operations before
changes in accounting
principles 16.6% 15.5% $ 3,492 $ 2,986 $ 2,554 $ 2,188
===============================================================================================
Net income 16.6% 14.1% $ 3,492 $ 2,986 $ 2,554 $ 2,176
Preferred stock dividends - - - -
- -----------------------------------------------------------------------------------------------
Net income available to
common share owners 16.6% 14.1% $ 3,492 $ 2,986 $ 2,554 $ 2,176
===============================================================================================
Average common shares
outstanding{1} 2,494 2,525 2,580 2,603
PER COMMON SHARE DATA{1}
Income from continuing
operations before
changes in accounting
principles 18.1% 17.9% $ 1.40 $ 1.18 $ .99 $ .84
Net income 18.1% 16.7% 1.40 1.18 .99 .84
Cash dividends 15.8% 14.4% .50 .44 .39 .34
Market price on
December 31 21.3% 27.3% 52.63 37.13 25.75 22.31
TOTAL MARKET VALUE OF
COMMON STOCK{2} 19.6% 24.6% $130,575 $92,983 $65,711 $57,905
BALANCE SHEET DATA
Cash, cash equivalents and
current marketable
securities $ 1,658 $ 1,315 $ 1,531 $ 1,078
Property, plant and
equipment-net 3,550 4,336 4,080 3,729
Depreciation 442 421 382 333
Capital expenditures 990 937 878 800
Total assets 16,161 15,041 13,873 12,021
Long-term debt 1,116 1,141 1,426 1,428
Total debt 4,513 4,064 3,509 3,100
Share-owners' equity 6,156 5,392 5,235 4,584
Total capital{2} 10,669 9,456 8,744 7,684
OTHER KEY FINANCIAL MEASURES{2}
Total debt-to-total capital 42.3% 43.0% 40.1% 40.3%
Net debt-to-net capital 31.4% 32.2% 25.5% 29.0%
Return on common equity 60.5% 56.2% 52.0% 51.7%
Return on capital 36.7% 34.9% 32.7% 31.2%
Dividend payout ratio 35.7% 37.2% 39.4% 40.6%
Economic profit{7} $ 2,718 $ 2,291 $ 1,896 $ 1,549
Free cash flow $ 2,413 $ 2,102 $ 2,146 $ 1,623
===============================================================================================
{1} Adjusted for a two-for-one stock split in 1996.
{2} See Glossary on page 73.
{3} In 1994, we adopted SFAS No. 115, "Accounting for Certain Investments in Debt and
Equity Securities."
{4} In 1993, we adopted SFAS No. 112, "Employers' Accounting for Postemployment Benefits."
{5} In 1992, we adopted SFAS No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions."
- 48 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(In millions except per Year Ended December 31,
share data{1}, ratios ----------------------------------------------------------------------------------------
and growth rates) 1992{5,6} 1991{6} 1990{6} 1989{6} 1988 1987 1986
- ---------------------------------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
Net operating revenues $13,074 $11,572 $10,236 $ 8,622 $ 8,065 $ 7,658 $ 6,977
Cost of goods sold 5,055 4,649 4,208 3,548 3,429 3,633 3,454
- ---------------------------------------------------------------------------------------------------------------------
Gross profit 8,019 6,923 6,028 5,074 4,636 4,025 3,523
Selling, administrative and
general expenses 5,272 4,614 4,078 3,327 3,033 2,673 2,624
- ---------------------------------------------------------------------------------------------------------------------
Operating income 2,747 2,309 1,950 1,747 1,603 1,352 899
Interest income 164 175 170 205 199 232 154
Interest expense 171 192 231 308 230 297 208
Equity income 65 40 110 75 92 64 45
Other income (deductions)-net (59) 51 15 45 (38) (28) 33
Gains on issuances of stock by
equity investees - - - - - 40 375
- ---------------------------------------------------------------------------------------------------------------------
Income from continuing
operations before income
taxes and changes in
accounting principles 2,746 2,383 2,014 1,764 1,626 1,363 1,298
Income taxes 863 765 632 553 537 496 471
- ---------------------------------------------------------------------------------------------------------------------
Income from continuing
operations before changes
in accounting principles $ 1,883 $ 1,618 $ 1,382 $ 1,211 $ 1,089 $ 867 $ 827
=====================================================================================================================
Net income $ 1,664 $ 1,618 $ 1,382 $ 1,537 $ 1,045 $ 916 $ 934
Preferred stock dividends - 1 18 21 7 - -
- ---------------------------------------------------------------------------------------------------------------------
Net income available to
common share owners $ 1,664 $ 1,617 $ 1,364 $ 1,516{8} $ 1,038 $ 916 $ 934
=====================================================================================================================
Average common shares
outstanding{1} 2,634 2,666 2,674 2,768 2,917 3,019 3,095
PER COMMON SHARE DATA{1}
Income from continuing
operations before changes
in accounting principles $ .72 $ .61 $ .51 $ .43 $ .37 $ .29 $ .27
Net income .63 .61 .51 .55{8} .36 .30 .30
Cash dividends .28 .24 .20 .17 .15 .14 .13
Market price on December 31 20.94 20.06 11.63 9.66 5.58 4.77 4.72
TOTAL MARKET VALUE OF COMMON
STOCK{2} $54,728 $53,325 $31,073 $26,034 $15,834 $14,198 $14,534
BALANCE SHEET DATA
Cash, cash equivalents and
current marketable
securities $ 1,063 $ 1,117 $ 1,492 $ 1,182 $ 1,231 $ 1,489 $ 895
Property, plant and
equipment-net 3,526 2,890 2,386 2,021 1,759 1,602 1,538
Depreciation 310 254 236 181 167 152 151
Capital expenditures 1,083 792 593 462 387 304 346
Total assets 11,052 10,189 9,245 8,249 7,451 8,606 7,675
Long-term debt 1,120 985 536 549 761 909 996
Total debt 3,207 2,288 2,537 1,980 2,124 2,995 1,848
Share-owners' equity 3,888 4,239 3,662 3,299 3,345 3,187 3,479
Total capital{2} 7,095 6,527 6,199 5,279 5,469 6,182 5,327
OTHER KEY FINANCIAL MEASURES{2}
Total debt-to-total capital 45.2% 35.1% 40.9% 37.5% 38.8% 48.4% 34.7%
Net debt-to-net capital 33.1% 24.1% 24.6% 15.6% 21.1% 21.1% 15.4%
Return on common equity 46.4% 41.3% 41.4% 39.4% 34.7% 26.0% 25.7%
Return on capital 29.4% 27.5% 26.8% 26.5% 21.3% 18.3% 20.1%
Dividend payout ratio 44.3% 39.5% 39.2% 31.0%{8} 42.1% 46.0% 43.1%
Economic profit{7} $ 1,300 $ 1,073 $ 920 $ 859 $ 717 $ 530 $ 594
Free cash flow $ 873 $ 960 $ 844 $ 1,664 $ 1,517 $ 1,023 $ 186
=====================================================================================================================
{6} In 1992, we adopted SFAS No. 109, "Accounting for Income Taxes," by restating financial statements beginning
in 1989.
{7} The calculation of economic profit has been modified and amounts prior to 1996 have been restated.
{8} Net income available to common share owners in 1989 included after-tax gains of $604 million ($.22 per
common share) from the sales of our equity interest in Columbia Pictures Entertainment, Inc. and our bottled
water business, and the transition effect of $265 million related to the change in accounting for income taxes.
Excluding these nonrecurring items, our dividend payout ratio in 1989 was 39.9 percent.
- 49 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1996 1995
- ------------------------------------------------------------------------------------
(In millions except share data)
ASSETS
CURRENT
Cash and cash equivalents $ 1,433 $ 1,167
Marketable securities 225 148
- ------------------------------------------------------------------------------------
1,658 1,315
Trade accounts receivable, less allowances
of $30 in 1996 and $34 in 1995 1,641 1,695
Inventories 952 1,117
Prepaid expenses and other assets 1,659 1,323
- ------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 5,910 5,450
- ------------------------------------------------------------------------------------
INVESTMENTS AND OTHER ASSETS
Equity method investments
Coca-Cola Enterprises Inc. 547 556
Coca-Cola Amatil Limited 881 682
Other, principally bottling companies 2,004 1,157
Cost method investments, principally
bottling companies 737 319
Marketable securities and other assets 1,779 1,597
- ------------------------------------------------------------------------------------
5,948 4,311
- ------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT
Land 204 233
Buildings and improvements 1,528 1,944
Machinery and equipment 3,649 4,135
Containers 200 345
- ------------------------------------------------------------------------------------
5,581 6,657
Less allowances for depreciation 2,031 2,321
- ------------------------------------------------------------------------------------
3,550 4,336
- ------------------------------------------------------------------------------------
GOODWILL AND OTHER INTANGIBLE ASSETS 753 944
- ------------------------------------------------------------------------------------
$ 16,161 $ 15,041
====================================================================================
- 50 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1996 1995
- ------------------------------------------------------------------------------------
(In millions except share data)
LIABILITIES AND SHARE-OWNERS' EQUITY
CURRENT
Accounts payable and accrued expenses $ 2,972 $ 3,103
Loans and notes payable 3,388 2,371
Current maturities of long-term debt 9 552
Accrued income taxes 1,037 1,322
- ------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 7,406 7,348
- ------------------------------------------------------------------------------------
LONG-TERM DEBT 1,116 1,141
- ------------------------------------------------------------------------------------
OTHER LIABILITIES 1,182 966
- ------------------------------------------------------------------------------------
DEFERRED INCOME TAXES 301 194
- ------------------------------------------------------------------------------------
SHARE-OWNERS' EQUITY
Common stock, $.25 par value
Authorized: 5,600,000,000 shares
Issued: 3,432,956,518 shares in 1996;
3,423,678,994 shares in 1995 858 856
Capital surplus 1,058 863
Reinvested earnings 15,127 12,882
Unearned compensation related to outstanding
restricted stock (61) (68)
Foreign currency translation adjustment (662) (424)
Unrealized gain on securities available for sale 156 82
- ------------------------------------------------------------------------------------
16,476 14,191
Less treasury stock, at cost
(951,963,574 shares in 1996;
919,081,326 shares in 1995) 10,320 8,799
- ------------------------------------------------------------------------------------
6,156 5,392
- ------------------------------------------------------------------------------------
$ 16,161 $ 15,041
====================================================================================
See Notes to Consolidated Financial Statements.
- 51 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31, 1996 1995 1994
- ------------------------------------------------------------------------------------
(In millions except per share data)
NET OPERATING REVENUES $ 18,546 $ 18,018 $ 16,181
Cost of goods sold 6,738 6,940 6,168
- ------------------------------------------------------------------------------------
GROSS PROFIT 11,808 11,078 10,013
Selling, administrative and general expenses 7,893 7,052 6,376
- ------------------------------------------------------------------------------------
OPERATING INCOME 3,915 4,026 3,637
Interest income 238 245 181
Interest expense 286 272 199
Equity income 211 169 134
Other income (deductions)-net 87 86 (25)
Gains on issuances of stock by equity investees 431 74 -
- ------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES 4,596 4,328 3,728
Income taxes 1,104 1,342 1,174
- ------------------------------------------------------------------------------------
NET INCOME $ 3,492 $ 2,986 $ 2,554
====================================================================================
NET INCOME PER SHARE $ 1.40 $ 1.18 $ .99
====================================================================================
AVERAGE SHARES OUTSTANDING 2,494 2,525 2,580
====================================================================================
See Notes to Consolidated Financial Statements.
- 52 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31, 1996 1995 1994
- ------------------------------------------------------------------------------------
(In millions)
OPERATING ACTIVITIES
Net income $ 3,492 $ 2,986 $ 2,554
Depreciation and amortization 479 454 411
Deferred income taxes (145) 157 58
Equity income, net of dividends (89) (25) (4)
Foreign currency adjustments (60) (23) (6)
Gains on issuances of stock by equity investees (431) (74) -
Other noncash items 181 45 41
Net change in operating assets and liabilities 36 (192) 307
- ------------------------------------------------------------------------------------
Net cash provided by operating activities 3,463 3,328 3,361
- ------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Acquisitions and investments, principally
bottling companies (645) (338) (311)
Purchases of investments and other assets (623) (403) (379)
Proceeds from disposals of investments
and other assets 1,302 580 299
Purchases of property, plant and equipment (990) (937) (878)
Proceeds from disposals of property,
plant and equipment 81 44 109
Other investing activities (175) (172) (55)
- ------------------------------------------------------------------------------------
Net cash used in investing activities (1,050) (1,226) (1,215)
- ------------------------------------------------------------------------------------
Net cash provided by operations
after reinvestment 2,413 2,102 2,146
- ------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Issuances of debt 1,122 754 491
Payments of debt (580) (212) (154)
Issuances of stock 124 86 69
Purchases of stock for treasury (1,521) (1,796) (1,192)
Dividends (1,247) (1,110) (1,006)
- ------------------------------------------------------------------------------------
Net cash used in financing activities (2,102) (2,278) (1,792)
- ------------------------------------------------------------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (45) (43) 34
- ------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
Net increase (decrease) during the year 266 (219) 388
Balance at beginning of year 1,167 1,386 998
- ------------------------------------------------------------------------------------
Balance at end of year $ 1,433 $ 1,167 $ 1,386
====================================================================================
See Notes to Consolidated Financial Statements.
- 53 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHARE-OWNERS' EQUITY
Number of
Common Outstanding Foreign Unrealized
Three Years Ended Shares Common Capital Reinvested Restricted Currency Gain on Treasury
December 31, 1996 Outstanding{1} Stock{1} Surplus{1} Earnings Stock Translation Securities Stock
- -------------------------------------------------------------------------------------------------------------------------
(In millions except per share data){1} |
|
BALANCE DECEMBER 31, 1993 2,595 | $852 $ 660 $ 9,458 $(85) $(420) $ -- $ (5,881)
Transition effect of change |
in accounting for certain |
debt and marketable equity |
securities, net |
of deferred taxes -- | -- -- -- -- -- 60 --
Stock issued to employees |
exercising stock options 8 | 2 67 -- -- -- -- --
Tax benefit from employees' |
stock option and |
restricted stock plans -- | -- 17 -- -- -- -- --
Stock issued under |
restricted stock plans, |
less amortization of $13 -- | -- 2 -- 11 -- -- --
Translation adjustments -- | -- -- -- -- 148 -- --
Net change in unrealized |
gain on securities, |
net of deferred taxes -- | -- -- -- -- -- (12) --
Purchases of stock for |
treasury (51){2}| -- -- -- -- -- -- (1,192)
Net income -- | -- -- 2,554 -- -- -- --
Dividends (per share-$.39) -- | -- -- (1,006) -- -- -- --
- -----------------------------------------|--------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1994 2,552 | 854 746 11,006 (74) (272) 48 (7,073)
Stock issued to employees |
exercising stock options 8 | 2 84 -- -- -- -- --
Tax benefit from employees' |
stock option and |
restricted stock plans -- | -- 26 -- -- -- -- --
Stock issued under |
restricted stock plans, |
less amortization of $12 -- | -- 7 -- 6 -- -- --
Translation adjustments -- | -- -- -- -- (152) -- --
Net change in unrealized |
gain on securities, |
net of deferred taxes -- | -- -- -- -- -- 34 --
Purchases of stock for |
treasury (58){2}| -- -- -- -- -- -- (1,796)
Treasury stock issued |
in connection with |
an acquisition 3 | -- -- -- -- -- -- 70
Net income -- | -- -- 2,986 -- -- -- --
Dividends (per share-$.44) -- | -- -- (1,110) -- -- -- --
- -----------------------------------------|--------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1995 2,505 | 856 863 12,882 (68) (424) 82 (8,799)
Stock issued to employees |
exercising stock options 9 | 2 122 -- -- -- -- --
Tax benefit from employees' |
stock option and |
restricted stock plans -- | -- 63 -- -- -- -- --
Stock issued under |
restricted stock plans, |
less amortization of $15 -- | -- 10 -- 7 -- -- --
Translation adjustments -- | -- -- -- -- (238) -- --
Net change in unrealized |
gain on securities, |
net of deferred taxes -- | -- -- -- -- -- 74 --
Purchases of stock for |
treasury (33){2}| -- -- -- -- -- -- (1,521)
Net income -- | -- -- 3,492 -- -- -- --
Dividends (per share-$.50) -- | -- -- (1,247) -- -- -- --
- -----------------------------------------|--------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1996 2,481 | $858 $1,058 $15,127 $(61) $(662) $156 $(10,320)
==========================================================================================================================
{1} Adjusted for a two-for-one stock split in 1996.
{2} Common stock purchased from employees exercising stock options numbered 881 thousand, 561 thousand and 416 thousand
shares for the years ending December 31, 1996, 1995 and 1994, respectively.
See Notes to Consolidated Financial Statements.
- 54 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
The Coca-Cola Company and subsidiaries (our Company) is predominantly
a manufacturer, marketer and distributor of soft drink and
noncarbonated beverage concentrates and syrups. Operating in nearly
200 countries worldwide, we primarily sell our concentrates and syrups
to bottling and canning operations, fountain wholesalers and fountain
retailers. We have significant markets for our products in all of the
world's geographic regions. We record revenue when title passes to our
customers.
BASIS OF PRESENTATION
Certain amounts in the prior years' financial statements have been
reclassified to conform to the current year presentation.
CONSOLIDATION
Our consolidated financial statements include the accounts of The Coca-
Cola Company and all subsidiaries except where control is temporary or
does not rest with our Company. Our investments in companies in which
we have the ability to exercise significant influence over operating
and financial policies are accounted for by the equity method.
Accordingly, our Company's share of the net earnings of these
companies is included in consolidated net income. Our investments in
other companies are carried at cost or fair value, as appropriate. All
significant intercompany accounts and transactions are eliminated upon
consolidation.
ISSUANCES OF STOCK BY EQUITY INVESTEES
When one of our equity investees sells additional shares to third
parties, our percentage ownership interest in the investee decreases.
In the event the selling price per share is more or less than our
average carrying amount per share, we recognize a noncash gain or loss
on the issuance. This noncash gain or loss, net of any deferred taxes,
is recognized in our net income in the period the change of ownership
interest occurs.
ADVERTISING COSTS
Our Company generally expenses production costs of print, radio and
television advertisements as of the first date the advertisements take
place. Advertising expenses included in selling, administrative and
general expenses were $1,437 million in 1996, $1,292 million in 1995
and $1,114 million in 1994. As of December 31, 1996 and 1995,
advertising costs of approximately $247 million and $299 million,
respectively, were recorded primarily in prepaid expenses and other
assets in our accompanying balance sheets.
NET INCOME PER SHARE
Net income per share is computed by dividing net income by the
weighted-average number of shares outstanding.
On April 17, 1996, our share owners approved an increase in the
authorized common stock of our Company from 2.8 billion to 5.6 billion
shares and a two-for-one stock split. The stated par value of each
share remained at $.25 per share. Our financial statements have been
restated to reflect these changes.
CASH EQUIVALENTS
Marketable securities that are highly liquid and have maturities of
three months or less at the date of purchase are classified as cash
equivalents.
INVENTORIES
Inventories consist primarily of raw materials and supplies and are
valued at the lower of cost or market. In general, cost is determined
on the basis of average cost or first-in, first-out methods.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and are depreciated
principally by the straight-line method over the estimated useful
lives of the assets.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets are stated on the basis of cost
and are amortized, principally on a straight-line basis, over the
estimated future periods to be benefited (not exceeding 40 years).
Goodwill and other intangible assets are periodically reviewed for
impairment based on an assessment of future operations to ensure that
they are appropriately valued. Accumulated amortization was
approximately $86 million and $117 million on December 31, 1996 and
1995, respectively.
USE OF ESTIMATES
In conformity with generally accepted accounting principles, the
preparation of our financial statements requires our management to
make estimates and assumptions that affect the amounts reported in our
financial statements and accompanying notes. Although these estimates
are based on our knowledge of current events and actions we may
undertake in the future, they may ultimately differ from actual
results.
NEW ACCOUNTING STANDARDS
We adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123), in 1996. Under
the provisions of SFAS 123, companies can elect to account for stock-
based compensation plans using a fair-value based method or continue
measuring compensation expense for those plans using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations. We have elected to continue using the intrinsic value
method to account for our stock-based compensation plans. SFAS 123
requires companies electing to continue using the intrinsic value
method to make certain pro forma disclosures (see Note 11).
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" (SFAS 121), was adopted as of January 1, 1996. SFAS
121 standardized the accounting practices for the recognition
- 55 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
and measurement of impairment losses on certain long-lived assets. The
adoption of SFAS 121 was not material to our results of operations or
financial position. However, the provisions of SFAS 121 required
certain charges, historically recorded by our Company in other income
(deductions)-net, to be included in operating income.
2. BOTTLING INVESTMENTS
COCA-COLA ENTERPRISES INC.
Coca-Cola Enterprises is the largest soft drink bottler in the world.
Our Company owns approximately 45 percent of the outstanding common
stock of Coca-Cola Enterprises, and accordingly we account for our
investment by the equity method of accounting. On December 31, 1996,
the excess of our equity in the underlying net assets of Coca-Cola
Enterprises over our investment was approximately $150 million, which
is primarily being amortized on a straight-line basis over 40 years. A
summary of financial information for Coca-Cola Enterprises is as
follows (in millions):
December 31, 1996 1995
- --------------------------------------------------------------------
Current assets $ 1,319 $ 982
Noncurrent assets 9,915 8,082
- --------------------------------------------------------------------
Total assets $ 11,234 $ 9,064
====================================================================
Current liabilities $ 1,390 $ 859
Noncurrent liabilities 8,294 6,770
- --------------------------------------------------------------------
Total liabilities $ 9,684 $ 7,629
====================================================================
Share-owners' equity $ 1,550 $ 1,435
====================================================================
Company equity investment $ 547 $ 556
====================================================================
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------
Net operating revenues $ 7,921 $ 6,773 $ 6,011
Cost of goods sold 4,896 4,267 3,703
- --------------------------------------------------------------------
Gross profit $ 3,025 $ 2,506 $ 2,308
====================================================================
Operating income $ 545 $ 468 $ 440
====================================================================
Cash operating profit{1} $ 1,172 $ 997 $ 901
====================================================================
Net income $ 114 $ 82 $ 69
====================================================================
Net income available to
common share owners $ 106 $ 80 $ 67
====================================================================
Company equity income $ 53 $ 35 $ 30
====================================================================
Our net concentrate/syrup sales to Coca-Cola Enterprises were
$1.6 billion in 1996, $1.3 billion in 1995 and $1.2 billion in 1994.
Coca-Cola Enterprises purchases sweeteners through our Company;
however, related collections from Coca-Cola Enterprises and payments
to suppliers are not included in our consolidated statements of
income. These transactions amounted to $247 million in 1996, $242
million in 1995 and $254 million in 1994. We also provide certain
administrative and other services to Coca-Cola Enterprises under
negotiated fee arrangements.
Our direct support for certain marketing activities of Coca-Cola
Enterprises and participation with them in cooperative advertising and
other marketing programs amounted to approximately $448 million in
1996, $343 million in 1995 and $319 million in 1994. Additionally, in
1996 and 1995, we committed approximately $120 million and $55
million, respectively, to Coca-Cola Enterprises under a Company
program that encourages bottlers to invest in building and supporting
beverage infrastructure.
If valued at the December 31, 1996, quoted closing price of
publicly traded Coca-Cola Enterprises shares, the calculated value of
our investment in Coca-Cola Enterprises would have exceeded its
carrying value by approximately $2.2 billion.
COCA-COLA AMATIL LIMITED
We own approximately 36 percent of Coca-Cola Amatil, an Australian-
based bottler of our products that operates in 17 countries.
Accordingly, we account for our investment in Coca-Cola Amatil by the
equity method. On December 31, 1996, the excess of our investment over
our equity in the underlying net assets of Coca-Cola Amatil was
approximately $137 million, which we are amortizing on a straight-line
basis over 40 years. A summary of financial information for Coca-Cola
Amatil is as follows (in millions):
December 31, 1996 1995
- --------------------------------------------------------------------
Current assets $ 1,847 $ 1,129
Noncurrent assets 2,913 2,310
- --------------------------------------------------------------------
Total assets $ 4,760 $ 3,439
====================================================================
Current liabilities $ 1,247 $ 1,077
Noncurrent liabilities 1,445 881
- --------------------------------------------------------------------
Total liabilities $ 2,692 $ 1,958
====================================================================
Share-owners' equity $ 2,068 $ 1,481
====================================================================
Company equity investment $ 881 $ 682
====================================================================
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------------
Net operating revenues $ 2,905 $ 2,193 $ 1,670
Cost of goods sold 1,737 1,311 981
- --------------------------------------------------------------------
Gross profit $ 1,168 $ 882 $ 689
====================================================================
Operating income $ 215 $ 214 $ 156
====================================================================
Cash operating profit{1} $ 384 $ 329 $ 247
====================================================================
Net income $ 80 $ 75 $ 68
====================================================================
Company equity income $ 27 $ 28 $ 28
====================================================================
Our net concentrate sales to Coca-Cola Amatil were approximately
$450 million in 1996, $340 million in 1995 and $270 million in 1994.
We also participate in various marketing, promotional and other
activities with Coca-Cola Amatil.
If valued at the December 31, 1996, quoted closing price of
publicly traded Coca-Cola Amatil shares, the calculated value of our
investment in Coca-Cola Amatil would have exceeded its carrying value
by approximately $1.2 billion.
- 56 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OTHER EQUITY INVESTMENTS
Operating results include our proportionate share of income from our
equity investments since the respective dates of those investments. A
summary of financial information for our equity investments in the
aggregate, other than Coca-Cola Enterprises and Coca-Cola Amatil, is
as follows (in millions):
December 31, 1996 1995
- -----------------------------------------------------------------
Current assets $ 2,792 $ 1,889
Noncurrent assets 8,783 5,006
- -----------------------------------------------------------------
Total assets $ 11,575 $ 6,895
=================================================================
Current liabilities $ 2,758 $ 1,933
Noncurrent liabilities 4,849 2,555
- -----------------------------------------------------------------
Total liabilities $ 7,607 $ 4,488
=================================================================
Share-owners' equity $ 3,968 $ 2,407
=================================================================
Company equity investment $ 2,004 $ 1,157
=================================================================
Year Ended December 31, 1996 1995 1994
- -----------------------------------------------------------------
Net operating revenues $ 11,640 $ 9,370 $ 7,998
Cost of goods sold 8,028 6,335 5,416
- -----------------------------------------------------------------
Gross profit $ 3,612 $ 3,035 $ 2,582
=================================================================
Operating income $ 835 $ 632 $ 633
=================================================================
Cash operating profit{1} $ 1,268 $ 1,079 $ 875
=================================================================
Net income $ 366 $ 280 $ 255
=================================================================
Company equity income $ 131 $ 106 $ 76
=================================================================
Equity investments include certain non-bottling investees.
{1} Cash operating profit is defined as operating income plus
depreciation expense, amortization expense and other noncash
operating expenses.
Net sales to equity investees other than Coca-Cola Enterprises
and Coca-Cola Amatil were $1.5 billion in 1996, $1.2 billion in 1995
and $1.0 billion in 1994. Our Company also participates in various
marketing, promotional and other activities with these investees, the
majority of which are located outside the United States.
In July 1996, we sold our interests in our French and Belgian
bottling and canning operations to Coca-Cola Enterprises in return for
cash consideration of approximately $936 million. Also in 1996, we
contributed cash and our Venezuelan bottling interests to a new joint
venture, Embotelladora Coca-Cola y Hit de Venezuela, S.A., in exchange
for a 50 percent ownership interest. Accordingly, we account for our
investment by the equity method.
During 1995, our finance subsidiary invested $160 million in The
Coca-Cola Bottling Company of New York, Inc. (CCNY), in return for
redeemable preferred stock. As of December 31, 1996, we held a 49
percent voting and economic interest in CCNY. Accordingly, we account
for our investment in CCNY by the equity method.
If valued at the December 31, 1996, quoted closing prices of
shares actively traded on stock markets, the calculated value of our
equity investments in publicly traded bottlers other than Coca-Cola
Enterprises and Coca-Cola Amatil would have exceeded our carrying
value by approximately $574 million.
3. ISSUANCES OF STOCK BY EQUITY INVESTEES
In the third quarter of 1996, our previously wholly owned subsidiary,
Coca-Cola Erfrischungsgetraenke G.m.b.H. (CCEG), issued approximately
24.4 million shares of common stock as part of a merger with three
independent German bottlers of our products. The shares were valued at
approximately $925 million, based upon the fair values of the assets
of the three acquired bottling companies. In connection with CCEG's
issuance of shares, a new corporation was established, Coca-Cola
Erfrischungsgetraenke AG (CCEAG), and our ownership was reduced to 45
percent of the resulting corporation. As a result, we will account for
our related investment by the equity method of accounting,
prospectively from the transaction date. This transaction resulted in
a noncash pretax gain of $283 million to our Company. Our German
subsidiary has provided deferred taxes of approximately $171 million
related to this gain.
Also in the third quarter of 1996, Coca-Cola Amatil issued
approximately 46 million shares in exchange for approximately $522
million. This issuance reduced our Company's ownership percentage in
Coca-Cola Amatil from approximately 39 percent to approximately 36
percent. This transaction resulted in a noncash pretax gain of $130
million to our Company. We have provided deferred taxes of
approximately $47 million on this gain.
In 1996, Coca-Cola FEMSA de Buenos Aires, S.A. issued
approximately 19 million shares to Coca-Cola FEMSA, S.A. de C.V. This
issuance reduced our ownership in Coca-Cola FEMSA de Buenos Aires,
S.A. from 49 percent to approximately 32 percent. We recognized a
noncash pretax gain of approximately $18 million as a result of this
transaction. In a subsequent transaction, our ownership in Coca-Cola
FEMSA de Buenos Aires, S.A. was reduced to 25 percent.
In the third quarter of 1995, Coca-Cola Amatil completed a public
offering in Australia of approximately 97 million shares of common
stock. In connection with the offering, our ownership interest in
Coca-Cola Amatil was diluted to approximately 40 percent. This
transaction resulted in a noncash pretax gain of $74 million. We
provided deferred taxes of approximately $27 million on this gain.
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following
(in millions):
December 31, 1996 1995
- -------------------------------------------------------------
Accrued marketing $ 510 $ 492
Container deposits 64 130
Accrued compensation 169 198
Sales, payroll and other taxes 174 209
Accounts payable and
other accrued expenses 2,055 2,074
- -------------------------------------------------------------
$ 2,972 $ 3,103
=============================================================
- 57 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS
Loans and notes payable consist primarily of commercial paper issued
in the United States. On December 31, 1996, we had $3.2 billion
outstanding in commercial paper borrowings. In addition, we had $1.1
billion in lines of credit and other short-term credit facilities
available, under which $0.2 billion was outstanding. Our weighted-
average interest rates for commercial paper were approximately 5.6 and
5.7 percent on December 31, 1996 and 1995, respectively.
These facilities are subject to normal banking terms and
conditions. Some of the financial arrangements require compensating
balances, none of which are presently significant to our Company.
6. LONG-TERM DEBT
Long-term debt consists of the following (in millions):
December 31, 1996 1995
- ------------------------------------------------------------------
7 3/4% U.S. dollar notes due 1996 $ - $ 250
5 3/4% Japanese yen notes due 1996 - 292
5 3/4% German mark notes due 1998{1} 161 175
7 7/8% U.S. dollar notes due 1998 250 250
6% U.S. dollar notes due 2000 251 252
6 5/8% U.S. dollar notes due 2002 150 149
6% U.S. dollar notes due 2003 150 150
7 3/8% U.S. dollar notes due 2093 116 116
Other, due 1997 to 2013 47 59
- ------------------------------------------------------------------
1,125 1,693
Less current portion 9 552
- ------------------------------------------------------------------
$1,116 $1,141
==================================================================
{1} Portions of these notes have been swapped for liabilities
denominated in other currencies.
After giving effect to interest rate management instruments (see
Note 8), the principal amount of our long-term debt that had fixed and
variable interest rates, respectively, was $261 million and $864
million on December 31, 1996, and $1,017 million and $676 million on
December 31, 1995. The weighted-average interest rate on our Company's
long-term debt was 5.9 and 6.5 percent on December 31, 1996 and 1995,
respectively. Interest paid was approximately $315 million, $275
million and $197 million in 1996, 1995 and 1994, respectively.
Maturities of long-term debt for the five years succeeding
December 31, 1996, are as follows (in millions):
1997 1998 1999 2000 2001
- -------------------------------------------------------
$9 $422 $16 $257 $2
=======================================================
The above notes include various restrictions, none of which is
presently significant to our Company.
7. FINANCIAL INSTRUMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts reflected in our consolidated balance sheets for
cash, cash equivalents, marketable equity securities, investments,
receivables, loans and notes payable and long-term debt approximate
their respective fair values. Fair values are based primarily on
quoted prices for those or similar instruments. A comparison of the
carrying value and fair value of our hedging instruments is included
in Note 8.
CERTAIN DEBT AND MARKETABLE EQUITY SECURITIES
Investments in debt and marketable equity securities, other than
investments accounted for by the equity method, are categorized as
either trading, available-for-sale or held-to-maturity. On December
31, 1996 and 1995, we had no trading securities. Securities
categorized as available-for-sale are stated at fair value, with
unrealized gains and losses, net of deferred income taxes, reported in
share-owners' equity. Debt securities categorized as held-to-maturity
are stated at amortized cost.
On December 31, 1996 and 1995, available-for-sale and held-to-
maturity securities consisted of the following (in millions):
Gross Gross Estimated
Unrealized Unrealized Fair
December 31, Cost Gains Losses Value
- --------------------------------------------------------------------------
1996
Available-for-sale
securities
Equity securities $ 377 $ 259 $ (2) $ 634
Collateralized
mortgage
obligations 145 - (5) 140
Other debt
securities 24 - (1) 23
- -------------------------------------------------------------------------
$ 546 $ 259 $ (8) $ 797
=========================================================================
Held-to-maturity
securities
Bank and
corporate debt $ 1,550 $ - $ (9) $ 1,541
Other debt
securities 58 - - 58
- -------------------------------------------------------------------------
$ 1,608 $ - $ (9) $ 1,599
=========================================================================
- 58 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Gross Gross Estimated
Unrealized Unrealized Fair
December 31, Cost Gains Losses Value
- -------------------------------------------------------------------------
1995
Available-for-sale
securities
Equity securities $ 128 $ 151 $ (2) $ 277
Collateralized
mortgage
obligations 147 - (5) 142
Other debt
securities 26 - - 26
- -------------------------------------------------------------------------
$ 301 $ 151 $ (7) $ 445
=========================================================================
Held-to-maturity
securities
Bank and
corporate debt $ 1,333 $ - $ - $ 1,333
Other debt
securities 40 - - 40
- -------------------------------------------------------------------------
$ 1,373 $ - $ - $ 1,373
=========================================================================
On December 31, 1996 and 1995, these investments were included in the
following captions on our consolidated balance sheets (in millions):
Available-for-Sale Held-to-Maturity
December 31, Securities Securities
- -------------------------------------------------------------------------
1996
Cash and cash equivalents $ - $ 1,208
Current marketable securities 68 157
Cost method investments,
principally bottling companies 584 -
Marketable securities and
other assets 145 243
- -------------------------------------------------------------------------
$ 797 $ 1,608
=========================================================================
1995
Cash and cash equivalents $ - $ 900
Current marketable securities 74 74
Cost method investments,
principally bottling companies 222 -
Marketable securities and
other assets 149 399
- -------------------------------------------------------------------------
$ 445 $ 1,373
=========================================================================
The contractual maturities of these investments as of December
31, 1996, were as follows (in millions):
Available-for-Sale Held-to-Maturity
Securities Securities
- -----------------------------------------------------------------------------
Fair Amortized Fair
Cost Value Cost Value
- -----------------------------------------------------------------------------
1997 $ 21 $ 20 $ 1,365 $ 1,365
1998-2001 3 3 223 214
After 2001 - - 20 20
Collateralized
mortgage obligations 145 140 - -
Equity securities 377 634 - -
- -----------------------------------------------------------------------------
$ 546 $ 797 $ 1,608 $ 1,599
=============================================================================
For the years ended December 31, 1996 and 1995, gross realized
gains and losses on sales of available-for-sale securities were not
material. The cost of securities sold is based on the specific
identification method.
8. HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
Our Company employs derivative financial instruments primarily to
reduce our exposure to adverse fluctuations in interest rates, foreign
exchange rates, commodity prices and other market risks. These
financial instruments, when entered into, are designated as hedges of
underlying exposures. Because of the high correlation between the
hedging instrument and the underlying exposure being hedged,
fluctuations in the value of the instruments are generally offset by
changes in the value of the underlying exposures. We effectively
monitor the use of these derivative financial instruments through the
use of objective measurement systems, well-defined market and credit
risk limits and timely reports to senior management according to
prescribed guidelines. Virtually all of our derivatives are "over-the-
counter" instruments.
The estimated fair values of derivatives used to hedge or modify
our risks fluctuate over time. These fair value amounts should not be
viewed in isolation, but rather in relation to the fair values of the
underlying hedged transactions and investments, and the overall
reduction in our exposure to adverse fluctuations in interest
rates,foreign exchange rates, commodity prices and other market risks.
The notional amounts of the derivative financial instruments do
not necessarily represent amounts exchanged by the parties and,
therefore, are not a direct measure of our exposure through our use of
derivatives. The amounts exchanged are calculated by reference to the
notional amounts and by other terms of the derivatives, such as
interest rates, exchange rates or other financial indices.
- 59 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
We have established strict counterparty credit guidelines and
only enter into transactions with financial institutions of investment
grade or better. Counterparty exposures are monitored daily and any
downgrade in credit rating receives immediate review. If a downgrade
in the credit rating of a counterparty were to occur, we have
provisions requiring collateral in the form of U.S. government
securities for transactions with maturities in excess of three years.
To mitigate pre-settlement risk, minimum credit standards become more
stringent as the duration of the derivative financial instrument
increases. To minimize the concentration of credit risk, we enter into
derivative transactions with a portfolio of financial institutions. As
a result, we consider the risk of counterparty default to be minimal.
INTEREST RATE MANAGEMENT
Our management has implemented a policy to maintain our percentage of
fixed and variable rate debt within certain parameters. We enter into
interest rate swap agreements that maintain the fixed/variable mix
within these defined parameters. These contracts had maturities
ranging from one to seven years on December 31, 1996. Variable rates
are predominantly linked to LIBOR (London Interbank Offered Rate). Any
differences paid or received on interest rate swap agreements are
recognized as adjustments to interest expense over the life of each
swap, thereby adjusting the effective interest rate on the underlying
obligation.
Additionally, our Company enters into interest rate cap
agreements that entitle us to receive from a financial institution the
amount, if any, by which our interest payments on our variable rate
debt exceed pre-specified interest rates through 1997. Premiums paid
for interest rate cap agreements are included in prepaid expenses and
other assets and are amortized to interest expense over the terms of
the respective agreements. Payments received pursuant to the interest
rate cap agreements, if any, are recognized as an adjustment to the
interest expense on the underlying debt instruments.
FOREIGN CURRENCY MANAGEMENT
The purpose of our foreign currency hedging activities is to reduce
the risk that our eventual dollar net cash inflows resulting from
sales outside the United States will be adversely affected by changes
in exchange rates.
We enter into forward exchange contracts and purchase currency
options (principally European currencies and Japanese yen) to hedge
firm sale commitments denominated in foreign currencies. We also
purchase currency options (principally European currencies and
Japanese yen) to hedge certain anticipated sales. Premiums paid and
realized gains and losses, including those on terminated contracts, if
any, are included in prepaid expenses and other assets. These are
recognized in income along with unrealized gains and losses, in the
same period the hedged transactions are realized. Approximately $17
million and $27 million of realized losses on settled contracts
entered into as hedges of firmly committed transactions that have not
yet occurred were deferred on December 31, 1996 and 1995,
respectively. Deferred gains/losses from hedging anticipated
transactions were not material on December 31, 1996 or 1995. In the
unlikely event that the underlying transaction terminates or becomes
improbable, the deferred gains or losses on the associated derivative
will be recorded in our income statement.
Gains and losses on derivative financial instruments that are
designated and effective as hedges of net investments in international
operations are included in share-owners' equity as a foreign currency
translation adjustment.
The following table presents the aggregate notional principal
amounts, carrying values, fair values and maturities of our derivative
financial instruments outstanding on December 31, 1996 and 1995 (in
millions):
Notional
Principal Carrying Fair
December 31, Amounts Values Values Maturity
- --------------------------------------------------------------------------
1996
Interest rate
management
Swap agreements
Assets $ 893 $ 5 $ 13 1997-2003
Liabilities 25 - 1 2002
Interest rate caps
Assets 400 1 - 1997
Foreign currency
management
Forward contracts
Assets 5 1 (2) 1997
Liabilities 2,541 (53) (42) 1997-1998
Swap agreements
Assets 398 18 12 1997-1998
Liabilities 1,086 (12) (114) 1997-2002
Purchased options
Assets 1,873 42 89 1997
Other
Assets 537 67 33 1997
- --------------------------------------------------------------------------
$ 7,758 $ 69 $ (10)
==========================================================================
- 60 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notional
Principal Carrying Fair
December 31, Amounts Values Values Maturity
- -----------------------------------------------------------------------------
1995
Interest rate
management
Swap agreements
Assets $ 705 $ 4 $ 30 1997-2003
Liabilities 62 - (2) 2000-2002
Interest rate caps
Assets 400 2 - 1997
Foreign currency
management
Forward contracts
Assets 1,927 25 36 1996
Liabilities 554 (17) (15) 1996-1997
Swap agreements
Assets 390 17 11 1996-2000
Liabilities 1,686 (46) (262) 1996-2002
Purchased options
Assets 1,823 62 90 1996
Other
Assets 327 7 5 1996
- -----------------------------------------------------------------------------
$ 7,874 $ 54 $ (107)
=============================================================================
Maturities of derivative financial instruments held on December
31, 1996, are as follows (in millions):
1997 1998 1999 2000-2003
- -----------------------------------------------
$ 6,037 $ 622 $ 204 $ 895
===============================================
9. COMMITMENTS AND CONTINGENCIES
On December 31, 1996, we were contingently liable for guarantees of
indebtedness owed by third parties in the amount of $274 million, of
which $34 million related to independent bottling licensees.
The Mitsubishi Bank Limited has provided a yen denominated
guarantee for the equivalent of $269 million in support of a
suspension of enforcement of a tax assessment levied by the Japanese
tax authorities. We have agreed to indemnify Mitsubishi if amounts are
paid pursuant to this guarantee. This matter is being reviewed by the
tax authorities of the United States and Japan under the tax treaty
signed by the two nations to prevent double taxation. Any additional
income tax payable to Japan should be offset by income tax credits in
the United States and would not adversely affect earnings.
Through our finance subsidiary, we have agreed to issue up to $50
million in letters of credit on CCNY's behalf, of which $21 million
was committed on December 31, 1996.
We do not consider it probable that we will be required to
satisfy these guarantees or indemnification agreements. The fair value
of these contingent liabilities is immaterial to our consolidated
financial statements.
We believe our exposure to concentrations of credit risk is
limited, due to the diverse geographic areas covered by our
operations.
Additionally, under certain circumstances, we have committed to
make future investments in bottling companies. However, we do not
consider any of these commitments to be individually significant.
10. NET CHANGE IN OPERATING ASSETS AND LIABILITIES
The changes in operating assets and liabilities, net of effects of
acquisitions and divestitures of businesses and unrealized exchange
gains/losses, are as follows (in millions):
Year Ended December 31, 1996 1995 1994
- ----------------------------------------------------------------------
Increase in trade accounts
receivable $ (230) $ (255) $ (169)
(Increase) decrease in inventories (33) (80) 43
Increase in prepaid expenses
and other assets (65) (160) (95)
Increase in accounts payable
and accrued expenses 361 214 197
Increase (decrease) in
accrued taxes (208) 26 200
Increase in other liabilities 211 63 131
- ----------------------------------------------------------------------
$ 36 $ (192) $ 307
======================================================================
11. RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS
Our Company sponsors restricted stock award plans, stock option plans,
Incentive Unit Agreements and Performance Unit Agreements. Our Company
applies APB Opinion No. 25 and related Interpretations in accounting
for our plans. Accordingly, for our stock option plans, no
compensation cost has been recognized. The compensation cost that has
been charged against income for our restricted stock award plans was
$63 million in 1996 and $45 million in 1995. For our Incentive Unit
Agreements and Performance Unit Agreements, the charge against income
was $90 million in 1996 and $64 million in 1995. Had compensation cost
for the stock option plans been determined based on the fair value at
the grant dates for awards under the plans, consistent with the
alternative method set forth under SFAS 123, our Company's net income
and net income per share would have been reduced.
- 61 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The pro forma amounts are indicated below (in millions, except per
share amounts):
Year Ended December 31, 1996 1995
- ----------------------------------------------------------
Net income
As reported $ 3,492 $ 2,986
Pro forma $ 3,412 $ 2,933
Net income per share
As reported $ 1.40 $ 1.18
Pro forma $ 1.37 $ 1.16
==========================================================
Under the amended 1989 Restricted Stock Award Plan and the
amended 1983 Restricted Stock Award Plan (the Restricted Stock Award
Plans), 40 million and 24 million shares of restricted common stock,
respectively, may be granted to certain officers and key employees of
our Company.
On December 31, 1996, 34 million shares were available for grant
under the Restricted Stock Award Plans. In 1996 and 1995, 210,000 and
190,000 shares of restricted stock were granted at $48.88 and $35.63,
respectively. Participants are entitled to vote and receive dividends
on the shares, and under the 1983 Restricted Stock Award Plan,
participants are reimbursed by our Company for income taxes imposed on
the award, but not for taxes generated by the reimbursement payment.
The shares are subject to certain transfer restrictions and may be
forfeited if a participant leaves our Company for reasons other than
retirement, disability or death, absent a change in control of our
Company.
Under our 1991 Stock Option Plan (the Option Plan), a maximum of
120 million shares of our common stock was approved to be issued or
transferred to certain officers and employees pursuant to stock
options and stock appreciation rights granted under the Option Plan.
The stock appreciation rights permit the holder, upon surrendering all
or part of the related stock option, to receive cash, common stock or
a combination thereof, in an amount up to 100 percent of the
difference between the market price and the option price. Options to
purchase common stock under the Option Plan have been granted to
Company employees at fair market value at the date of grant.
Generally, stock options become exercisable over a three-year vesting
period and expire 10 years from the date of grant.
The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in 1996 and 1995,
respectively: dividend yields of 1.0 and 1.3 percent; expected
volatility of 18.3 and 20.1 percent; risk-free interest rates of 6.2
and 5.9 percent; and expected lives of four years for both years. The
weighted-average fair value of options granted was $11.43 and $8.13
for the years ended December 31, 1996 and 1995, respectively.
A summary of stock option activity under all plans is as follows
(shares in millions):
1996 1995 1994
--------------------------- ------------------------- ---------------------------
Weighted-Average Weighted-Average Weighted-Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
- ------------------------------------------------------------------------------------------------------------
Outstanding on
January 1, 74 $ 20.74 65 $ 15.53 60 $ 12.38
Granted 14 48.86 18 34.88 14 25.35
Exercised (9) 13.72 (8) 10.63 (8) 7.81
Forfeited/Expired (1) 31.62 (1) 24.84 (1) 20.95
- ------------------------------------------------------------------------------------------------------------
Outstanding on
December 31, 78 $ 26.50 74 $ 20.74 65 $ 15.53
============================================================================================================
Exercisable on
December 31, 51 $ 18.69 45 $ 14.22 43 $ 11.31
============================================================================================================
Shares Available
on December 31,
for options that
may be granted 46 59 76
============================================================================================================
The following table summarizes information about stock options at December 31,
1996 (shares in millions):
Outstanding Stock Options Exercisable Stock Options
----------------------------------------------- -------------------------------
Weighted-Average
Range of Remaining Weighted-Average Weighted-Average
Exercise Prices Shares Contractual Life Exercise Price Shares Exercise Price
- --------------------------------------------------------------------------------------------------------------
$ 3.00 to $ 10.00 16 2.2 years $ 6.74 16 $ 6.74
$ 10.01 to $ 20.00 5 4.5 years $ 14.44 5 $ 14.44
$ 20.01 to $ 30.00 28 7.1 years $ 23.60 24 $ 23.16
$ 30.01 to $ 40.00 15 8.8 years $ 35.63 6 $ 35.63
$ 40.01 to $ 50.00 14 9.8 years $ 48.86 - -
==============================================================================================================
$ 3.00 to $ 50.00 78 6.8 years $ 26.50 51 $ 18.69
==============================================================================================================
- 62 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In 1988, our Company entered into Incentive Unit Agreements
whereby, subject to certain conditions, certain officers were given
the right to receive cash awards based on the market value of 2.4
million shares of our common stock at the measurement dates. Under the
Incentive Unit Agreements, the employee is reimbursed by our Company
for income taxes imposed when the value of the units is paid, but not
for taxes generated by the reimbursement payment. At December 31, 1996
and 1995, approximately 1.6 million units were outstanding.
In 1985, we entered into Performance Unit Agreements, whereby
certain officers were given the right to receive cash awards based on
the difference in the market value of approximately 4.4 million shares
of our common stock at the measurement dates and the base price of
$2.58, the market value as of January 2, 1985. At December 31, 1996
and 1995, approximately 2.9 million units were outstanding.
12. PENSION AND OTHER POSTRETIREMENT BENEFITS
Our Company sponsors and/or contributes to pension plans covering
substantially all U.S. employees and certain employees in
international locations. The benefits are primarily based on years of
service and the employees' compensation for certain periods during the
last years of employment. We generally fund pension costs currently,
subject to regulatory funding limitations. We also sponsor
nonqualified, unfunded defined benefit plans for certain officers and
other employees. In addition, our Company and its subsidiaries have
various pension plans and other forms of postretirement arrangements
outside the United States.
Total pension expense for all benefit plans, including defined
benefit plans, amounted to approximately $85 million in 1996, $81
million in 1995 and $73 million in 1994. Net periodic pension cost for
our defined benefit plans consists of the following (in millions):
Year Ended December 31, 1996 1995 1994
- ----------------------------------------------------------------------
Service cost-benefits earned
during the period $ 48 $ 43 $ 46
Interest cost on projected
benefit obligation 91 89 78
Actual return on plan assets (169) (211) (25)
Net amortization and deferral 103 145 (39)
- ----------------------------------------------------------------------
Net periodic pension cost $ 73 $ 66 $ 60
======================================================================
The funded status of our defined benefit plans is as follows
(in millions):
Assets Exceed Accumulated
Accumulated Benefits
Benefits Exceed Assets
-------------------- ----------------------
December 31, 1996 1995 1996 1995
- ---------------------------------------------------------------------------
Actuarial present value of
benefit obligations
Vested benefit
obligation $ 704 $ 731 $ 343 $ 286
===========================================================================
Accumulated benefit
obligation $ 768 $ 790 $ 384 $ 316
===========================================================================
Projected benefit
obligation $ 890 $ 919 $ 485 $ 394
Plan assets at fair value{1} 1,126 1,044 156 112
- ---------------------------------------------------------------------------
Plan assets in excess of
(less than) projected
benefit obligation 236 125 (329) (282)
Unrecognized net (asset)
liability at transition (39) (44) 36 41
Unrecognized prior service
cost 33 38 16 25
Unrecognized net (gain) loss (191) (84) 104 54
Adjustment required to
recognize minimum liability - - (66) (60)
- ---------------------------------------------------------------------------
Accrued pension asset
(liability) included in the
consolidated balance sheet $ 39 $ 35 $ (239) $ (222)
===========================================================================
{1} Primarily listed stocks, bonds and government securities.
The assumptions used in computing the preceding information are as
follows:
Year Ended December 31, 1996 1995 1994
- -------------------------------------------------------------------
Discount rates 7 1/4% 7% 7 1/2%
Rates of increase in
compensation levels 4 3/4% 4 3/4% 5%
Expected long-term rates of
return on assets 8 1/2% 8 1/2% 8 1/4%
===================================================================
Our Company has plans providing postretirement health care and
life insurance benefits to substantially all U.S. employees and
certain employees in international locations who retire with a minimum
of five years of service. Net periodic cost for our postretirement
health care and life insurance benefits consists of the following (in
millions):
Year Ended December 31, 1996 1995 1994
- -------------------------------------------------------------------
Service cost $ 12 $ 12 $ 12
Interest cost 20 23 21
Other (3) (2) (1)
- -------------------------------------------------------------------
$ 29 $ 33 $ 32
===================================================================
- 63 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In addition, we contribute to a Voluntary Employees' Beneficiary
Association trust that will be used to partially fund health care
benefits for future retirees. Generally, we fund benefits to the
extent contributions are tax-deductible, which under current
legislation is limited. In general, retiree health benefits are paid
as covered expenses are incurred.
The funded status of our postretirement health care and life
insurance plans is as follows (in millions):
December 31, 1996 1995
- ----------------------------------------------------------------------
Accumulated postretirement
benefit obligations:
Retirees $ 114 $ 122
Fully eligible active plan
participants 35 40
Other active plan participants 130 141
- ----------------------------------------------------------------------
Total benefit obligation 279 303
Plan assets at fair value{1} 41 42
- ----------------------------------------------------------------------
Plan assets less than benefit obligation (238) (261)
Unrecognized prior service cost 5 (3)
Unrecognized net gain (57) (9)
- ----------------------------------------------------------------------
Accrued postretirement benefit
liability included in the
consolidated balance sheet $ (290) $ (273)
======================================================================
{1} Consists of corporate bonds, government securities and short-term
investments.
The assumptions used in computing the preceding information are
as follows:
Year Ended December 31, 1996 1995 1994
- -------------------------------------------------------------------
Discount rate 7 3/4% 7 1/4% 8 1/4%
Rates of increase in
compensation levels 5% 4 3/4% 5 1/4%
===================================================================
The rate of increase in the per capita costs of covered health
care benefits is assumed to be 7 3/4 percent in 1997, decreasing
gradually to 5 1/4 percent by the year 2003. Increasing the assumed
health care cost trend rate by one percentage point would increase the
accumulated postretirement benefit obligation as of December 31, 1996,
by approximately $33 million and increase the net periodic post-
retirement benefit cost by approximately $5 million in 1996.
13. INCOME TAXES
Income before income taxes consists of the following (in millions):
Year Ended December 31, 1996 1995 1994
- --------------------------------------------------------------
United States $ 1,168 $ 1,270 $ 1,214
International 3,428 3,058 2,514
- --------------------------------------------------------------
$ 4,596 $ 4,328 $ 3,728
==============================================================
Income tax expense (benefit) consists of the following (in
millions):
Year Ended United State &
December 31, States Local International Total
- ----------------------------------------------------------------------
1996
Current $ 256 $ 79 $ 914 $ 1,249
Deferred (264) (29) 148 (145)
1995
Current $ 204 $ 41 $ 940 $ 1,185
Deferred 80 10 67 157
1994
Current $ 299 $ 38 $ 779 $ 1,116
Deferred 24 5 29 58
======================================================================
We made income tax payments of approximately $1,242 million,
$1,000 million and $785 million in 1996, 1995 and 1994, respectively.
A reconciliation of the statutory U.S. federal rate and effective
rates is as follows:
Year Ended December 31, 1996 1995 1994
- ----------------------------------------------------------------------
Statutory U.S. federal rate 35.0% 35.0% 35.0%
State income taxes-net of
federal benefit 1.0 1.0 1.0
Earnings in jurisdictions taxed
at rates different from the
statutory U.S. federal rate (3.3) (3.9) (4.3)
Equity income (1.7) (1.7) (1.1)
Tax settlement (7.0) - -
Other-net - .6 .9
- ----------------------------------------------------------------------
24.0% 31.0% 31.5%
======================================================================
In 1996, we reached an agreement in principle with the U.S.
Internal Revenue Service (IRS) settling certain U.S.-related income
tax matters. The agreement included issues in litigation involving our
operations in Puerto Rico, dating back to the 1981 tax year and
extending through 1995. This agreement resulted in a one-time
reduction of $320 million to our 1996 income tax expense as a result
of reversing previously accrued contingent income tax liabilities.
Our effective tax rate reflects the favorable U.S. tax treatment
of manufacturing facilities in Puerto Rico that operate under a
negotiated exemption grant that expires December 31, 2009. Changes to
U.S. tax law enacted in 1993 limit the utilization of the favorable
tax treatment of operations in Puerto Rico. Our effective tax rate
also reflects the tax benefit derived from having significant
operations outside the United States that are taxed at rates lower
than the U.S. statutory rate of 35 percent. Our 1996 effective tax
rate would have been 31 percent, excluding the favorable impact of the
settlement with the IRS.
- 64 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Appropriate U.S. and international taxes have been provided for
earnings of subsidiary companies that are expected to be remitted to
the parent company. Exclusive of amounts that would result in little
or no tax if remitted, the cumulative amount of unremitted earnings
from our international subsidiaries that is expected to be
indefinitely reinvested is approximately $542 million on December 31,
1996. The taxes that would be paid upon remittance of these
indefinitely reinvested earnings are approximately $190 million, based
on current tax laws.
The tax effects of temporary differences and carryforwards that
give rise to significant portions of deferred tax assets and
liabilities consist of the following (in millions):
December 31, 1996 1995
- ---------------------------------------------------------
Deferred tax assets:
Benefit plans $ 414 $ 369
Liabilities and reserves 164 178
Net operating loss carryforwards 130 97
Other 88 151
- ---------------------------------------------------------
Gross deferred tax assets 796 795
Valuation allowance (18) (42)
- ---------------------------------------------------------
$ 778 $ 753
=========================================================
Deferred tax liabilities:
Property, plant and equipment $ 200 $ 414
Equity investments 369 170
Intangible assets 74 89
Other 33 205
- ---------------------------------------------------------
$ 676 $ 878
=========================================================
Net deferred tax asset (liability){1} $ 102 $(125)
=========================================================
{1} Deferred tax assets of $403 million and $69 million
have been included in the consolidated balance sheet
caption "marketable securities and other assets" at
December 31, 1996 and 1995, respectively.
On December 31, 1996, we had $261 million of operating loss
carryforwards available to reduce future taxable income of certain
international subsidiaries. Loss carryforwards of $17 million must be
utilized within the next 5 years; $244 million can be utilized over an
indefinite period. A valuation allowance has been provided for a
portion of the deferred tax assets related to these loss
carryforwards.
14. NONRECURRING ITEMS
In the third quarter of 1996, we made a series of decisions that
resulted in provisions of approximately $276 million in selling,
administrative and general expenses related to our plans for
strengthening our worldwide system. Of this $276 million,
approximately $130 million related to the streamlining of our
operations, primarily in Greater Europe and Latin America. Our
management has taken actions to consolidate certain manufacturing
operations and, as a result, recorded charges to recognize the
impairment of certain manufacturing assets and to recognize the
estimated losses on the disposal of other assets. The remainder of
this $276 million provision related to actions taken by The Minute
Maid Company (formerly known as Coca-Cola Foods). During the third
quarter of 1996, The Minute Maid Company entered into two significant
agreements with independent parties: (i) a strategic supply alliance
with Sucocitrico Cutrale Ltda., the world's largest grower and
processor of oranges, and (ii) a joint venture agreement with Groupe
Danone to produce, distribute and sell premium refrigerated juices
outside of the United States and Canada. With these agreements, we
intend to increase The Minute Maid Company's focus on managing its
brands while seeking arrangements to lower its overall manufacturing
costs. In connection with these actions, we recorded $146 million in
third quarter provisions, comprised primarily of impairment charges to
certain production facilities and reserves for losses on the disposal
of other production facilities.
Also in the third quarter of 1996, we launched a strategic
initiative, Project Infinity, to redesign and enhance our information
systems and communications capabilities. In connection with this
initiative, we recorded an $80 million impairment charge in
administrative and general expenses to recognize Project Infinity's
impact on existing information systems.
Based upon management's commitment to certain strategic actions
during the third quarter of 1996, these impairment charges were
recorded to reduce the carrying value of identified assets to fair
value. Fair values were derived using a variety of methodologies,
including cash flow analysis, estimates of sales proceeds and
independent appraisals.
Also in the third quarter of 1996, we recorded a charge in
administrative and general expenses as a result of our decision to
contribute $28.5 million to the corpus of The Coca-Cola Foundation, a
not-for-profit charitable organization.
During 1995, selling, administrative and general expenses
included provisions of $86 million to increase efficiencies in our
operations in North America and Europe.
15. SUBSEQUENT EVENT
In 1996, we executed an agreement to sell our 49 percent interest in
Coca-Cola & Schweppes Beverages Ltd. to Coca-Cola Enterprises. This
transaction closed in early 1997 and resulted in gross proceeds to our
Company of approximately U.S. $1 billion, and an after-tax gain of
approximately $.08 per share.
- 65 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. OPERATIONS IN GEOGRAPHIC AREAS
Information about the Company's operations by geographic area is as follows (in millions):
North Greater Latin Middle &
America Africa Europe America Far East Corporate Consolidated
- ----------------------------------------------------------------------------------------------------------------------
1996
Net operating revenues $6,050 $476 $5,947 $1,991 $4,035 $ 47 $18,546
Operating income 949{2} 118{2} 1,277{2} 815{2} 1,358{2} (602){2} 3,915
Identifiable operating assets 3,814 326 2,896 1,405 1,463 2,088{1} 11,992
Equity income 211 211
Investments (principally bottling companies) 4,169 4,169
Capital expenditures 261 32 379 79 121 118 990
Depreciation and amortization 157 8 176 37 25 76 479
======================================================================================================================
1995
Net operating revenues $5,513 $595 $5,999 $1,920 $3,936 $ 55 $18,018
Operating income 856{3} 205 1,256{3} 798 1,394 (483) 4,026
Identifiable operating assets 3,478 348 4,301 1,294 1,445 1,461{1} 12,327
Equity income 169 169
Investments (principally bottling companies) 2,714 2,714
Capital expenditures 286 19 383 87 85 77 937
Depreciation and amortization 148 8 180 31 21 66 454
======================================================================================================================
1994
Net operating revenues $5,327 $522 $5,029 $1,928 $3,333 $ 42 $16,181
Operating income 915 174 1,129 710 1,150 (441) 3,637
Identifiable operating assets 3,085 356 3,959 1,164 1,343 1,456{1} 11,363
Equity income 134 134
Investments (principally bottling companies) 2,510 2,510
Capital expenditures 253 27 330 129 50 89 878
Depreciation and amortization 130 6 160 36 19 60 411
======================================================================================================================
Intercompany transfers between geographic areas are not material.
North America includes only the United States and Canada.
Prior year amounts have been reclassified to conform to the current year presentation.
{1} Corporate identifiable operating assets are composed principally of marketable securities, finance subsidiary
receivables and fixed assets.
{2} Operating income for North America, Africa, Greater Europe, Latin America and the Middle & Far East was reduced
by $153 million, $7 million, $66 million, $32 million and $18 million, respectively, for provisions related to
management's strategic plans to strengthen our worldwide system. Corporate operating income was reduced by $80
million for Project Infinity's impairment impact to existing systems and by $28.5 million for our decision to
contribute to the corpus of The Coca-Cola Foundation.
{3} Operating income for North America and Greater Europe was reduced by $61 million and $25 million, respectively,
for provisions to increase efficiencies.
Compound Average Growth Rates North Greater Latin Middle &
Ending 1996 America Africa Europe America Far East Consolidated
- -----------------------------------------------------------------------------------------------------------------------
Net operating revenues
5 years 6% 18% 10% 13% 14% 10%
10 years 6% 11% 15% 14% 11% 10%
=======================================================================================================================
Operating income
5 years 9% 2% 8% 15% 13% 11%
10 years 12% 19% 15% 19% 15% 16%
=======================================================================================================================
- 66 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
NET OPERATING REVENUES BY GEOGRAPHIC AREA{1}
[bar chart]
Year Ended December 31, 1996 1995 1994
- ---------------------------------------------------------------
Middle & Far East 22% 22% 21%
Latin America 11% 11% 12%
Greater Europe 32% 33% 31%
Africa 2% 3% 3%
North America 33% 31% 33%
OPERATING INCOME BY GEOGRAPHIC AREA{1}
[bar chart]
Year Ended December 31, 1996 1995 1994
- ---------------------------------------------------------------
Middle & Far East 30% 31% 28%
Latin America 18% 18% 17%
Greater Europe 28% 28% 28%
Africa 3% 4% 4%
North America 21% 19% 23%
{1} Charts and percentages are calculated exclusive of corporate
operations.
REPORT OF INDEPENDENT AUDITORS
BOARD OF DIRECTORS AND SHARE OWNERS
THE COCA-COLA COMPANY
We have audited the accompanying consolidated balance sheets of The
Coca-Cola Company and subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of income, share-owners'
equity, and cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial
position of The Coca-Cola Company and subsidiaries at December 31,
1996 and 1995, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1996, in conformity with generally accepted accounting
principles.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
January 24, 1997
- 67 -
THE COCA-COLA COMPANY AND SUBSIDIARIES
QUARTERLY DATA (UNAUDITED)
(In millions except per share data)
First Second Third Fourth Full
Year Ended December 31, Quarter Quarter Quarter Quarter Year
- ---------------------------------------------------------------------------
1996
Net operating revenues $4,194 $5,253 $4,656 $4,443 $18,546
Gross profit 2,664 3,347 2,842 2,955 11,808
Net income 713 1,050 967 762 3,492
Net income per share .28 .42 .39 .31 1.40
===========================================================================
1995
Net operating revenues $3,854 $4,936 $4,895 $4,333 $18,018
Gross profit 2,409 3,060 2,946 2,663 11,078
Net income 638 898 802 648 2,986
Net income per share .25 .35 .32 .26 1.18
===========================================================================
The third quarter of 1996 includes a noncash gain from a tax
settlement with the IRS for $320 million ($.13 per share after income
taxes), an impairment charge to recognize Project Infinity's impact on
existing information systems of $80 million ($.02 per share after
income taxes), a charge for our decision to contribute $28.5 million
($.01 per share after income taxes) to the corpus of The Coca-Cola
Foundation, a not-for-profit charitable organization and provisions
related to management's strategic plans to strengthen our worldwide
system of $276 million ($.07 per share after income taxes). In
addition, the third quarter of 1996 includes noncash gains on the
issuance of stock by Coca-Cola Amatil of $130 million ($.03 per share
after income taxes) and CCEAG of $283 million ($.04 per share after
income taxes).
The third quarter of 1995 includes provisions to increase efficiencies
of $86 million ($.02 per share after income taxes) and a noncash gain
recognized on the issuance of stock by Coca-Cola Amatil of $74 million
($.02 per share after income taxes).
STOCK PRICES
Below are the New York Stock Exchange high, low and closing prices of
The Coca-Cola Company's stock for each quarter of 1996 and 1995,
adjusted for the 1996 two-for-one stock split.
First Second Third Fourth
Quarter Quarter Quarter Quarter
- ----------------------------------------------------------------------------
1996
High $ 42.69 $ 49.50 $ 53.88 $ 54.25
Low 36.06 39.13 44.25 46.88
Close 41.38 49.00 50.88 52.63
============================================================================
1995
High $ 29.69 $ 33.00 $ 35.31 $ 40.19
Low 24.38 28.06 31.31 34.19
Close 28.19 31.88 34.50 37.13
============================================================================
- 69 -
SHARE-OWNER INFORMATION
CORPORATE OFFICES
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
COMMON STOCK
Ticker symbol: KO
The Coca-Cola Company is one of 30 companies in the Dow Jones
Industrial Average.
Share owners of record at year end: 311,983
Shares outstanding at year end: 2.48 billion
STOCK EXCHANGES
INSIDE THE UNITED STATES:
Common stock listed and traded: New York Stock Exchange, the principal
market for our common stock.
Common stock traded: Boston, Cincinnati, Chicago, Pacific and
Philadelphia stock exchanges.
OUTSIDE THE UNITED STATES:
Common stock listed and traded: The German exchange in Frankfurt and
the Swiss exchange in Switzerland.
DIVIDENDS
At its February 1997 meeting, our Board increased our quarterly
dividend to 14 cents per share, equivalent to an annual dividend of 56
cents per share. The Company has increased dividends each of the last
35 years.
The Coca-Cola Company normally pays dividends four times a year,
usually on April 1, July 1, October 1 and December 15. The Company has
paid 303 consecutive quarterly dividends, beginning in 1920.
DIVIDEND AND CASH INVESTMENT PLAN
The Dividend and Cash Investment Plan permits share owners of record
to reinvest dividends from Company stock in shares of The Coca-Cola
Company. The Plan provides a convenient, economical and systematic
method of acquiring additional shares of our common stock. All share
owners of record are eligible to participate. Share owners also may
purchase Company stock through voluntary cash investments of up to
$60,000 per year.
All brokerage commissions associated with participation in the Plan
are paid by the Company.
The Plan's administrator, First Chicago Trust Company of New York,
purchases stock for voluntary cash investments beginning the first
business day of each month, except in December when purchases begin on
the 15th; dividend reinvestment purchases begin on April 1, July 1,
October 1 and December 15.
If your shares are held in street name by your broker and you are
interested in participating in the Dividend and Cash Investment Plan,
you may have your broker transfer the shares to First Chicago Trust
Company of New York electronically.
At year end, 65 percent of the Company's share owners of record were
participants in the Plan. In 1996, share owners invested $35 million
in dividends and $150 million in cash in the Plan.
ANNUAL MEETING OF SHARE OWNERS
April 16, 1997, 9 a.m. local time
The Playhouse Theatre
Du Pont Building
10th and Market Streets
Wilmington, Delaware
INSTITUTIONAL INVESTOR INQUIRIES
(404) 676-5766
SHARE-OWNER ACCOUNT ASSISTANCE
For address changes, dividend checks, direct deposit of dividends,
account consolidation, registration changes, lost stock certificates,
stock holdings and the Dividend and Cash Investment Plan, please
contact:
Registrar and Transfer Agent
First Chicago Trust Company of New York
P.O. Box 2500
Jersey City, NJ 07303-2500
Toll-free: (888) COKESHR (265-3747)
For hearing impaired: (201) 222-4955
E-mail: fctc@delphi.com
Internet: http://www.fctc.com
INFORMATION RESOURCES
PUBLICATIONS
THE COMPANY'S ANNUAL AND INTERIM REPORTS, PROXY STATEMENT, FORM 10-K
AND FORM 10-Q REPORTS ARE AVAILABLE FREE OF CHARGE FROM OUR INDUSTRY &
CONSUMER AFFAIRS DEPARTMENT AT THE COMPANY'S CORPORATE ADDRESS, LISTED
ABOVE. Also available are "Our Mission and Our Commitment," "The
Coca-Cola Company and the Environment" and "The Chronicle of Coca-Cola
Since 1886."
INTERNET SITE
Our site (http://www.cocacola.com) offers information about our
Company, as well as periodic marketing features.
HOTLINE
The Company's hotline, (800) INVSTKO (468-7856), offers taped
highlights from the most recent quarter and may be used to request the
most recent quarterly results news release.
AUDIO ANNUAL REPORT
An audiocassette version of this report is available without charge as
a service to the visually impaired. To receive a copy, please contact
our Industry & Consumer Affairs Department at (800) 571-2653.
DUPLICATE MAILINGS
If you are receiving duplicate or unwanted copies of our publications,
please contact the First Chicago Trust Company of New York at the
numbers listed above.
- 72 -
GLOSSARY
[Following are certain definitions extracted from page 73:]
DIVIDEND PAYOUT RATIO: Calculated by dividing cash dividends on common
stock by net income available to common share owners.
ECONOMIC PROFIT: Income from continuing operations, after taxes,
excluding interest, in excess of a computed capital charge for average
operating capital employed.
FREE CASH FLOW: Cash provided by operations less cash used in
investing activities. The Company uses free cash flow along with
borrowings to pay dividends and make share repurchases.
NET DEBT AND NET CAPITAL: Debt and capital in excess of cash, cash
equivalents and marketable securities not required for operations and
temporary bottling investments.
RETURN ON CAPITAL: Calculated by dividing income from continuing
operations -- before changes in accounting principles, adjusted for
interest expense -- by average total capital.
RETURN ON COMMON EQUITY: Calculated by dividing income from continuing
operations -- before changes in accounting principles, less preferred
stock dividends -- by average common share-owners' equity.
TOTAL CAPITAL: Equals share-owners' equity plus interest-bearing debt.
TOTAL MARKET VALUE OF COMMON STOCK: Stock price at year end multiplied
by the number of shares outstanding at year end.
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