============================================================================ FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission File No. 001-02217 The Coca-Cola Company (Exact name of Registrant as specified in its Charter) Delaware 58-0628465 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) One Coca-Cola Plaza 30313 Atlanta, Georgia (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (404) 676-2121 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the Registrant's classes of Common Stock as of the latest practicable date. Class of Common Stock Outstanding at May 1, 1998 ---------------------- --------------------------- $.25 Par Value 2,469,342,269 Shares ============================================================================ THE COCA-COLA COMPANY AND SUBSIDIARIES Index Part I. Financial Information Item 1. Financial Statements (Unaudited) Page Number Condensed Consolidated Balance Sheets March 31, 1998 and December 31, 1997 3 Condensed Consolidated Statements of Income Three months ended March 31, 1998 and 1997 5 Condensed Consolidated Statements of Cash Flows Three months ended March 31, 1998 and 1997 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders 12 Item 6. Exhibits and Reports on Form 8-K 13 - 2 - Part I. Financial Information Item 1. Financial Statements (Unaudited) THE COCA-COLA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In millions except share data) ASSETS
March 31, December 31, 1998 1997 ----------- ----------- CURRENT Cash and cash equivalents $ 1,888 $ 1,737 Marketable securities 117 106 ----------- ----------- 2,005 1,843 Trade accounts receivable, less allowances of $21 at March 31 and $23 at December 31 1,580 1,639 Inventories 949 959 Prepaid expenses and other assets 1,602 1,528 ----------- ----------- TOTAL CURRENT ASSETS 6,136 5,969 ----------- ----------- INVESTMENTS AND OTHER ASSETS Equity method investments Coca-Cola Enterprises Inc. 152 184 Coca-Cola Amatil Limited 1,231 1,204 Other, principally bottling companies 3,403 3,049 Cost method investments, principally bottling companies 440 457 Marketable securities and other assets 1,605 1,607 ----------- ----------- 6,831 6,501 ----------- ----------- PROPERTY, PLANT AND EQUIPMENT Land 182 183 Buildings and improvements 1,511 1,535 Machinery and equipment 3,796 3,896 Containers 134 157 ----------- ----------- 5,623 5,771 Less allowances for depreciation 2,046 2,028 ----------- ----------- 3,577 3,743 ----------- ----------- GOODWILL AND OTHER INTANGIBLE ASSETS 755 727 ----------- ----------- $ 17,299 $ 16,940 =========== ===========
- 3 - THE COCA-COLA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (In millions except share data) LIABILITIES AND SHARE-OWNERS' EQUITY
March 31, December 31, 1998 1997 ----------- ----------- CURRENT Accounts payable and accrued expenses $ 2,713 $ 3,249 Loans and notes payable 3,525 2,677 Current maturities of long-term debt 256 397 Accrued income taxes 1,006 1,056 ----------- ----------- TOTAL CURRENT LIABILITIES 7,500 7,379 ----------- ----------- LONG-TERM DEBT 689 801 ----------- ----------- OTHER LIABILITIES 982 1,001 ----------- ----------- DEFERRED INCOME TAXES 489 448 ----------- ----------- SHARE-OWNERS' EQUITY Common stock, $.25 par value Authorized: 5,600,000,000 shares Issued: 3,448,011,223 shares at March 31; 3,443,441,902 shares at December 31 862 861 Capital surplus 1,632 1,527 Reinvested earnings 18,356 17,869 Unearned compensation related to outstanding restricted stock (49) (50) Accumulated other comprehensive income (1,286) (1,314) ----------- ----------- 19,515 18,893 Less treasury stock, at cost (977,251,640 shares at March 31; 972,812,731 shares at December 31) 11,876 11,582 ----------- ----------- 7,639 7,311 ----------- ----------- $ 17,299 $ 16,940 =========== =========== See Notes to Condensed Consolidated Financial Statements.
- 4 - THE COCA-COLA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) (In millions except per share data)
Three Months Ended March 31, ----------------------- 1998 1997 ----------- ----------- NET OPERATING REVENUES $ 4,457 $ 4,138 Cost of goods sold 1,318 1,295 ----------- ----------- GROSS PROFIT 3,139 2,843 Selling, administrative and general expenses 1,857 1,701 ----------- ----------- OPERATING INCOME 1,282 1,142 Interest income 52 49 Interest expense 62 68 Equity income (loss) (24) (28) Other income (loss) - net (5) 336 ----------- ----------- INCOME BEFORE INCOME TAXES 1,243 1,431 Income taxes 386 444 ----------- ----------- NET INCOME $ 857 $ 987 =========== =========== BASIC NET INCOME PER SHARE $ .35 $ .40 =========== =========== DILUTED NET INCOME PER SHARE $ .34 $ .39 =========== =========== DIVIDENDS PER SHARE $ .15 $ .14 =========== =========== AVERAGE SHARES OUTSTANDING 2,471 2,480 =========== =========== Dilutive effect of stock options 31 39 ----------- ----------- AVERAGE SHARES OUTSTANDING ASSUMING DILUTION 2,502 2,519 =========== =========== See Notes to Condensed Consolidated Financial Statements.
- 5 - THE COCA-COLA COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In millions)
Three Months Ended March 31, ----------------------- 1998 1997 ----------- ----------- OPERATING ACTIVITIES Net income $ 857 $ 987 Depreciation and amortization 152 132 Deferred income taxes (10) (163) Equity (income) loss, net of dividends 30 29 Foreign currency adjustments 28 41 Other items 7 (359) Net change in operating assets and liabilities (553) 237 ----------- ----------- Net cash provided by operating activities 511 904 ----------- ----------- INVESTING ACTIVITIES Acquisitions and investments, principally bottling companies (206) (101) Purchases of investments and other assets (107) (181) Proceeds from disposals of investments and other assets 28 1,052 Purchases of property, plant and equipment (185) (209) Proceeds from disposals of property, plant and equipment 6 15 Other investing activities (21) (24) ----------- ----------- Net cash provided by (used in) investing activities (485) 552 ----------- ----------- Net cash provided by operations after reinvestment 26 1,456 ----------- ----------- FINANCING ACTIVITIES Issuances of debt 881 37 Payments of debt (143) (725) Issuances of stock 71 35 Purchases of stock for treasury (294) (218) Dividends (356) - ----------- ----------- Net cash provided by (used in) financing activities 159 (871) ----------- ----------- EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (34) (83) ----------- ----------- CASH AND CASH EQUIVALENTS Net increase during the period 151 502 Balance at beginning of period 1,737 1,433 ----------- ----------- Balance at end of period $ 1,888 $ 1,935 =========== =========== See Notes to Condensed Consolidated Financial Statements.
- 6 - THE COCA-COLA COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to consolidated financial statements included in the Annual Report on Form 10-K of The Coca-Cola Company (the Company) for the year ended December 31, 1997. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 1998, are not necessarily indicative of the results that may be expected for the year ending December 31, 1998. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. NOTE B - SEASONAL NATURE OF BUSINESS Unit sales of the Company's soft drink and noncarbonated beverage products are generally greater in the second and third quarters due to seasonal factors. NOTE C - COMPREHENSIVE INCOME As of January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" (SFAS 130). The adoption of this Statement had no impact on the Company's net income or share-owners' equity. SFAS 130 establishes new rules for the reporting and display of comprehensive income and its components. SFAS 130 requires foreign currency translation adjustments and unrealized gains or losses on the Company's available-for-sale securities, which prior to adoption were reported separately in share-owners' equity, to be included in other comprehensive income. Amounts in prior year financial statements have been reclassified to conform to SFAS 130. - 7 - The components of comprehensive income, net of related tax, for the three-month periods ended March 31, 1998 and 1997 are as follows (in millions): 1998 1997 ----------- ----------- Net income $ 857 $ 987 Unrealized gain on available-for-sale securities 16 82 Foreign currency translation adjustment 12 (121) ----------- ----------- Comprehensive income $ 885 $ 948 =========== =========== The components of accumulated other comprehensive income, net of related tax, at March 31, 1998 and December 31, 1997 are as follows (in millions): 1998 1997 ----------- ----------- Unrealized gain on available-for-sale securities $ 74 $ 58 Foreign currency translation adjustment (1,360) (1,372) ----------- ----------- Accumulated other comprehensive income $(1,286) $(1,314) =========== =========== NOTE D - BOTTLING TRANSACTIONS In February 1997, the Company sold its 49 percent interest in Coca-Cola & Schweppes Beverages Ltd. to Coca-Cola Enterprises. This transaction resulted in gross proceeds of approximately $1 billion and a one-time after-tax gain of approximately $.08 per share (basic and diluted). NOTE E - ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 131, "Disclosure about Segments of an Enterprise and Related Information." This statement, which is effective for the Company's year-end 1998 financial statements, establishes standards for the way enterprises report information about operating segments in annual financial statements and requires that enterprises report selected information about operating segments in interim financial reports. The Company does not believe the additional disclosures will have a significant impact on the Company's financial statements. - 8 - Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS BEVERAGE VOLUME In the first quarter of 1998, the Company's worldwide unit case volume (excluding volume of The Minute Maid Company) increased 14 percent and gallon shipments of concentrates and syrups grew 15 percent on top of first quarter 1997 growth rates of 9 percent and 7 percent, respectively. The first quarter 1998 increase in volume is a result of the Company's focus on marketing activities, investments in infrastructure (including bottlers, capital and information systems) and extra shipping days when compared to the first quarter of 1997. The increase in shipping days will be offset by an equal reduction in shipping days in the fourth quarter of 1998. Volume increased 4 percent for The Minute Maid Company in the first quarter of 1998 compared to a decline of 7 percent experienced in the first quarter of 1997. The 1997 decline was caused principally by the exit from the not-from-concentrate juice category in 1996. NET OPERATING REVENUES AND GROSS MARGIN Net operating revenues increased 8 percent for the three-month period ended March 31, 1998, as compared to the same period of the prior year. The 1998 results were primarily impacted by increased gallon sales and selective price increases in certain markets offset significantly by the impact of a stronger U.S. dollar. In the first quarter of 1998, the Company's gross margin increased to 70.4 percent from 68.7 percent in the same period of 1997. The increase in gross margin was due primarily to the sale in 1997 of a previously consolidated bottling operation, shifting proportionately more revenues to the higher margin concentrate business, and price increases in certain markets. SELLING, ADMINISTRATIVE AND GENERAL EXPENSES Selling expenses were $1,484 million in the first quarter of 1998, compared to $1,346 million in the first quarter of 1997. The increase in selling expenses is primarily due to higher marketing investments in support of the Company's volume growth. Administrative and general expenses were $373 million in the first quarter of 1998, compared to $355 million in the first quarter of 1997. - 9 - RESULTS OF OPERATIONS (Continued) OPERATING INCOME AND OPERATING MARGIN Operating income for the first quarter of 1998 increased to $1,282 million from $1,142 million, a 12 percent increase over the first quarter of 1997. The increase was due primarily to increased gallon sales coupled with an increase in gross profit margins, partially offset by the impact of the stronger U.S. dollar and increased selling expenses. Overall the operating income margin increased to 28.8 percent in the first quarter of 1998 from 27.6 percent in the first quarter of 1997. INTEREST INCOME AND INTEREST EXPENSE Interest income increased $3 million in the first quarter of 1998, relative to the comparable period in 1997. Interest expense decreased $6 million in the first quarter of 1998, relative to the comparable period in 1997, due to the timing of debt financing resulting in lower average commercial paper borrowings. EQUITY INCOME (LOSS) The Company's share of losses from equity method investments for the first quarter of 1998 totaled $24 million, compared to a $28 million loss in the first quarter of 1997. The first quarter 1998 loss was due primarily to seasonal factors plus the significant amount of structural change in the global bottling system. OTHER INCOME (LOSS) - NET Other income (loss) - net decreased to a $5 million loss for the first quarter of 1998 compared to $336 million income for the first quarter of 1997. The decrease reflects the impact of the first quarter 1997 gain on the sale of the Company's interest in Coca-Cola & Schweppes Beverages Ltd. INCOME TAXES The Company's effective tax rate was 31.0 percent for the first quarter of 1998 and 1997. The Company's effective tax rate reflects tax benefits derived from significant operations outside the United States which are taxed at rates lower than the U.S. statutory rate of 35 percent. - 10 - FINANCIAL CONDITION NET CASH FLOW PROVIDED BY OPERATIONS AFTER REINVESTMENT In the first three months of 1998, net cash flow after reinvestment totaled $26 million, a decrease of $1,430 million over the comparable period in 1997. Compared to the first quarter 1997, cash provided by operating activities decreased $393 million in the first three months of 1998. The decrease was due to the timing of payments of year-end accruals and increases in various prepaid expenses, offset by a one-time non-cash adjustment to 1997 net income related to the gain on the sale of Coca-Cola & Schweppes Beverages Ltd. Net cash used in investing activities totaled $485 million for the first quarter of 1998, a $1,037 million decrease from comparable period 1997's cash provided by investing activities of $552 million. As previously discussed, the Company sold its interest in Coca-Cola & Schweppes Beverages Ltd. in the first quarter 1997 generating approximately $1 billion in proceeds. FINANCING Financing activities primarily represent the Company's net borrowing activities, dividend payments and share repurchases. Net cash provided by financing activities totaled $159 million versus net cash used in financing activities of $871 million for the first three months of 1998 and 1997, respectively. For the first three months of 1998, the Company had net borrowings of $738 million, versus net repayments of $688 million for the comparable period of 1997. This decrease in net borrowings in 1997 was due primarily to the proceeds received from the sale of Company bottling interests, as discussed above. Cash used for share repurchases was $294 million for the first three months of 1998, compared to $218 million for the first three months of 1997. EXCHANGE International operations are subject to certain opportunities and risks, including currency fluctuations and governmental actions. The Company closely monitors its methods of operating in each country and adopts appropriate strategies responsive to each environment. On a weighted average basis, the U.S. dollar was approximately 10 percent stronger during the first quarter of 1998 versus a weighted average basket of foreign currencies for the comparable period of the prior year. This percentage does not include the effects of our hedging activities and therefore, does not reflect the actual impact of fluctuations in exchange on operating results. The Company's foreign currency management program mitigates over time the impact of exchange on net income and earnings per share. - 11 - Part II. Other Information Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of Share Owners was held on Wednesday, April 15, 1998, in Wilmington, Delaware, at which the following matters were submitted to a vote of the share owners: (a) Votes regarding the election of three Directors for a term expiring in 2001 were as follows: FOR WITHHELD ------------- ---------- Herbert A. Allen 2,136,709,778 24,579,486 James D. Robinson III 2,118,560,636 42,728,628 Peter V. Ueberroth 2,136,093,026 25,196,238 Additional Directors, whose terms of office as Directors continued after the meeting, are as follows: Term expiring in 1999 Term expiring in 2000 --------------------- --------------------- Cathleen P. Black Ronald W. Allen Warren E. Buffett Donald F. McHenry M. Douglas Ivester Sam Nunn Susan B. King Paul F. Oreffice James B. Williams (b) Votes regarding Ratification of the appointment of Ernst & Young LLP as independent auditors of the Company to serve for the 1998 fiscal year were as follows: BROKER FOR AGAINST ABSTAIN NON-VOTES ------------- --------- --------- --------- 2,151,708,546 3,600,067 5,980,651 0 - 12 - Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 12 - Computation of Ratios of Earnings to Fixed Charges 27.1 - Restated Financial Data Schedule for the three months ended March 31, 1997, submitted to the Securities and Exchange Commission in electronic format 27.2 - Restated Financial Data Schedule for the six months ended June 30, 1997, submitted to the Securities and Exchange Commission in electronic format 27.3 - Restated Financial Data Schedule for the nine months ended September 30, 1997, submitted to the Securities and Exchange Commission in electronic format 27.4 - Financial Data Schedule for the three months ended March 31, 1998, submitted to the Securities and Exchange Commission in electronic format (b) Reports on Form 8-K: No report on Form 8-K has been filed during the quarter for which this report is filed. - 13 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE COCA-COLA COMPANY (REGISTRANT) Date: May 12, 1998 By: /s/ GARY P. FAYARD ------------------------------- Gary P. Fayard Vice President and Controller (On behalf of the Registrant and as Chief Accounting Officer) - 14 - Exhibit Index Exhibit Number and Description 12 - Computation of Ratios of Earnings to Fixed Charges 27.1 - Restated Financial Data Schedule for the three months ended March 31, 1997, submitted to the Securities and Exchange Commission in electronic format 27.2 - Restated Financial Data Schedule for the six months ended June 30, 1997, submitted to the Securities and Exchange Commission in electronic format 27.3 - Restated Financial Data Schedule for the nine months ended September 30, 1997, submitted to the Securities and Exchange Commission in electronic format 27.4 - Financial Data Schedule for the three months ended March 31, 1998, submitted to the Securities and Exchange Commission in electronic format