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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NO. 1-2217
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, N.W. 30313
ATLANTA, GEORGIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (404) 676-2121
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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COMMON STOCK, $.25 PAR VALUE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE
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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.
YES X No
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. X
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT (ASSUMING FOR THESE PURPOSES, BUT WITHOUT CONCEDING, THAT ALL
EXECUTIVE OFFICERS AND DIRECTORS ARE "AFFILIATES" OF THE REGISTRANT) AS OF MARCH
4, 1994 (BASED ON THE CLOSING SALE PRICE AS REPORTED ON THE NEW YORK STOCK
EXCHANGE ON SUCH DATE) WAS $46,265,177,636.
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK AS OF MARCH 4,
1994 WAS 1,295,468,897.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHARE OWNERS FOR THE YEAR ENDED
DECEMBER 31, 1993, ARE INCORPORATED BY REFERENCE IN PARTS I, II AND IV.
PORTIONS OF THE COMPANY'S PROXY STATEMENT FOR THE ANNUAL MEETING OF SHARE OWNERS
TO BE HELD ON APRIL 20, 1994, ARE INCORPORATED BY REFERENCE IN PART III.
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PART I
ITEM 1. BUSINESS
The Coca-Cola Company (the "Company" or the "Registrant") was incorporated
in September 1919 under the laws of the State of Delaware and succeeded to the
business of a Georgia corporation with the same name that had been organized in
1892. The Company is the largest manufacturer, marketer and distributor of
carbonated soft drink concentrates and syrups in the world. Its soft drink
products, sold in the United States since 1886, are now sold in more than 195
countries around the world and are the leading carbonated soft drink products in
most of these countries. Within the last two years, the Company has gained entry
into several countries such as Romania and India. The Company also manufactures,
produces, markets and distributes juice and juice drink products.
SOFT DRINKS
General Business Description
The Company manufactures soft drink concentrates and syrups, which it sells
to bottling and canning operations, and manufactures fountain/post-mix soft
drink syrups, which it sells to authorized fountain/post-mix wholesalers and
some fountain/post-mix retailers. Syrups are composed of sweetener, water and
flavoring concentrate. Bottling and canning operations, whether independent or
Company-owned, combine the syrup with carbonated water or combine the
concentrate with sweetener and carbonated water, and package the final soft
drink product in authorized cans, refillable and non-refillable glass bottles
and plastic containers for sale to retailers. Fountain/post-mix wholesalers sell
soft drink syrups to fountain/post-mix retailers, who sell soft drinks to
consumers in cups and glasses.
The Company's soft drink products, including bottled and canned beverages
produced by independent and Company-owned bottling and canning operations, as
well as concentrates and syrups, include Coca-Cola, Coca-Cola classic,
caffeine free Coca-Cola, caffeine free Coca-Cola classic, diet Coke
(sold under the trademark Coke light in many territories outside the United
States), caffeine free diet Coke, cherry Coke, diet cherry Coke, Sprite,
diet Sprite, Mr. PiBB, Mello Yello, Fanta brand soft drinks,
Hi-C brand fruit drinks, TAB, caffeine free TAB, TAB Clear, Fresca, PowerAde,
Minute Maid soft drinks and other products developed for specific markets,
including Georgia brand coffee, a non-carbonated drink.
Coca-Cola Nestle Refreshments ("CCNR"), the Company's 50% joint venture with
Nestle S.A., produces ready-to-drink teas and coffees.
The Company's soft drink products accounted for 87% of the Company's net
operating revenues in 1993 and 1992 and 86% in 1991. Soft drink products
accounted for 96% of the Company's operating income in 1993, 1992 and 1991. In
1993, products bearing the trademark "Coca-Cola" accounted for approximately 73%
of the soft drink operations' gallon shipments worldwide.
In 1993, sales of the Company's soft drink products in the United States
accounted for approximately 31% of the Company's soft drink gallon shipments. In
1993, the Company's principal markets outside the United States, in terms of
gallon shipments, were Mexico, Germany, Japan and Brazil, which together
accounted for approximately 40% of the remaining 69% of soft drink gallon
shipments. Net operating revenues outside the United States, including an
immaterial amount from Coca-Cola Foods, were 67% of net operating revenues in
1993 and 1992 and 64% in 1991. Operating income attributable to soft drink
products outside the United States amounted to 79% of total operating income
from all geographic areas in 1993, 80% in 1992 and 79% in 1991.
In 1993, the Company made approximately 64% of its gallon shipments of soft
drink concentrates and syrups in the United States to bottlers in approximately
397 licensed territories. Those bottlers prepare and sell the products for the
food store and vending machine distribution channels and for other distribution
channels supplying home and on-premise consumption. The remaining 36% was sold
to fountain/post-mix retailers and to approximately 1,000 authorized
fountain/post-mix wholesalers, some of whom are bottlers, who in turn sold the
syrup to restaurants and other fountain/post-mix retailers, including fast food
restaurants. Coca-Cola
Enterprises Inc. ("Coca-Cola Enterprises") and its bottling subsidiaries and
divisions account for approximately 36% of the Company's total gallon shipments
of soft drink concentrates and syrups sold in the United States. The Company
holds an approximate 43.5% ownership interest in Coca-Cola Enterprises, which is
the world's largest bottler of Company soft drink products. Outside the United
States, soft drink concentrate was sold to independently owned bottling and
canning operations and to Company-owned operations.
In the United States, approximately 75% of the Company's fountain/post-mix
syrups are sold through national or regional retail chains. The remaining 25% of
the Company's fountain/post-mix syrups are sold through local outlets, which
account for approximately 50% of the total number of retail fountain/post-mix
outlets that sell the Company's fountain/post-mix products.
In addition to conducting its own independent advertising and marketing
activities, the Company may provide promotional and marketing services and
consultation to its bottlers and fountain/post-mix customers. It may also
develop and introduce new products, packages and equipment in order to assist
its bottlers, fountain/post-mix wholesalers and fountain/post-mix retailers.
The profitability of the Company's business outside the United States is
subject to many factors, including governmental trade regulations, monetary
policies, economic conditions in the countries in which such business is
conducted and the risk of changes in currency exchange rates and regulations.
Agreements with Bottlers and Fountain Wholesalers of Soft Drink Products
The bottling subsidiaries and divisions of Coca-Cola Enterprises and
bottlers for 71 other territories in the United States have entered into
substantially similar bottling contracts (the form of these contracts being
referred to herein individually as the "1987 Contract") with the Company which
differ from some other bottling contracts in force between the Company and its
bottlers in the United States. The 1987 Contract grants exclusive territorial
rights to manufacture, market and distribute beverages bearing the trademarks
"Coca-Cola" or "Coke" ("Coca-Cola Trademark Beverages") and provides that
bottlers purchase all concentrates and syrups for Coca-Cola Trademark Beverages
from the Company at prices and with terms of payment and other terms and
conditions of supply as determined from time to time by the Company. The 1987
Contract is perpetual, subject to termination by the Company in the event of
default. Events of default include: (1) bottlers' insolvency, dissolution,
receivership or the like; (2) any disposition by bottlers or any of their
bottler subsidiaries of any voting securities of any bottler subsidiary without
the consent of the Company; and (3) any material breach of any obligation under
the 1987 Contract. The Company has the right to terminate the 1987 Contract of
any bottler if a person or affiliated group acquires or obtains any right to
acquire beneficial ownership of more than 10% of any class or series of voting
securities of the bottler unless authorized by the Company. The Company has
agreed with Coca-Cola Enterprises, Coca-Cola Bottling Co. Consolidated
("Consolidated") and Swire Pacific Limited ("Swire") that this provision will
not apply with respect to the ownership of any class or series of voting
securities of Coca-Cola Enterprises, Consolidated or Swire, or any corporation,
not a direct or indirect subsidiary of Swire, owning stock in Swire. The Company
has no obligation under the 1987 Contract to participate with bottlers in
expenditures for advertising and marketing, but it may, at its discretion,
contribute such expenditures and undertake independent advertising and marketing
activities, as well as cooperative advertising and sales promotion programs.
Under the 1987 Contract, each bottler is obligated to cause any United States
bottler of which it acquires control, to amend that bottler's contract for
Coca-Cola Trademark Beverages to conform to the terms of the 1987 Contract. The
1987 Contract is not assignable without the prior consent of the Company. The
1987 Contract has been signed by bottlers representing approximately 74% of
domestic gallon shipments for bottled and canned beverages, including Coca-Cola
Enterprises which represents approximately 54% of domestic gallon shipments for
bottled and canned beverages.
Prior to 1978, contracts with bottlers in the United States provided for a
fixed price for the sale of Coca-Cola syrup used in bottles and cans, subject to
quarterly adjustments to reflect changes in the quoted price of sugar. By
December 31, 1993, bottlers representing approximately 98% of the Company's
Coca-Cola bottler gallon shipments in the United States were parties to
contracts with the Company, including the 1987 Contract, which provide certain
additional pricing flexibility. This percentage includes bottlers which had
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entered into amendments to their contracts relating to brand Coca-Cola (the
"1978 Amendment") that provide certain additional pricing flexibility to, and
impose additional marketing obligations on, the Company with respect to
Coca-Cola concentrate and syrup. Under the 1978 Amendment, concentrate or syrup
is sold to the bottler by the Company at a price established in 1978 and
adjusted annually by the Company up to a maximum ceiling price indexed to
reflect increases in the Consumer Price Index from 1978 and, in the case of
syrup, adjusted quarterly based upon changes in the average price per pound of
fine granulated cane and beet sugar in the United States. In the event the
Company modifies the syrup formula to substitute another sweetening ingredient
in whole or in part for sugar, the 1978 Amendment requires the Company to adjust
the pricing formula so as to give the bottler the benefit of any cost savings
realized as a result of such modification.
By December 31, 1993, bottlers in the United States representing
approximately 98% of the Company's one-calorie cola-flavored gallon shipments in
the United States either had entered into the 1987 Contract or had executed an
amendment to their contracts to include under those contracts bottling rights
for all of the Company's one-calorie and caffeine free cola-flavored products in
bottles and cans and to provide formula pricing (based on an initial price for
beverage base or syrup established in 1983, adjusted annually by the Company to
a maximum ceiling price indexed to reflect increases in the Consumer Price Index
and the volume of one-calorie beverage base or syrup sold by the Company and
adjusted quarterly to reflect changes in the price of sweetener) and minimum
marketing obligations on the Company with respect to these products.
In 1979, the Company authorized its bottlers who had agreed to the 1978
Amendment to produce syrup for Coca-Cola from concentrate. This authorization
allows such bottlers to purchase concentrate from the Company and sweetener on
the open market. Bottlers responsible for most of the volume in the United
States purchase sweeteners through the Company under a pass-through arrangement
and, accordingly, related collections from bottlers and payments to suppliers
are not included in the Company's consolidated statements of income.
Approximately 123 bottlers in the United States, representing approximately 95%
of the Company's sugar cola-flavored gallon shipments in the United States,
produce syrup from concentrate (or have the syrup manufactured from concentrate
by an authorized agent) or have notified the Company of their intentions to do
so.
Standard contracts with bottlers in the United States for the sale of
concentrate and syrup for non-cola-flavored products in bottles and cans permit
flexible pricing by the Company.
In the United States, the Company sells syrup to about 1,000 fountain
wholesalers pursuant to a non-exclusive annual letter of appointment, which does
not restrict the pricing of fountain/post-mix syrups by the Company and does not
restrict the territory in which the wholesaler may resell in the United States.
In addition, the Company has contracted in about 259 territories with bottlers
of Coca-Cola for the local bottler to provide certain marketing and operational
services to local retail accounts and to other wholesalers in those territories
that otherwise would be performed by Company employees. Such contracts typically
extend for more than one year's duration.
Standard contracts with bottlers outside the United States for the sale of
concentrate and syrup for Company soft drink products generally do not contain
restrictions on the Company for the pricing of syrup and concentrate and have
stated durations. Outside the United States, with some exceptions, distribution
of the Company's products for sale in cups and glasses is handled through
bottlers, on a non-exclusive basis, under the terms of the bottlers' agreements
with the Company.
The Bottler System
The Company is committed to continuing to strengthen its existing strong
bottler system, as evidenced by the following examples. In April 1993, the
Company purchased majority ownership interests in two bottling companies in
Tennessee along with the rights to purchase the remaining minority interests.
Such ownership interests and a bottling operation in the Netherlands were sold
to Coca-Cola Enterprises in June 1993. The Company received approximately $260
million in cash plus assumption of indebtedness plus carrying costs. Also in
June 1993, the Company acquired a 30% equity interest in Coca-Cola FEMSA, S.A.
de C.V. ("Coca-Cola FEMSA"), a holding company with bottling subsidiaries in the
Valley of Mexico and Mexico's southeastern region, for approximately $195
million. In the third quarter, the Company entered into a joint
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venture with Consolidated, establishing Piedmont Coca-Cola Bottling Partnership
("Piedmont"), which will operate certain bottling territories in the Carolinas
acquired from each company. The Company has made a cash contribution of $70
million to the partnership for a 50% ownership interest. Consolidated has
contributed bottling assets valued at approximately $48 million and
approximately $22 million in cash to the partnership for the remaining 50%
interest. Piedmont has purchased assets and stock of certain bottling operations
from the Company for approximately $163 million, which approximated the
Company's carrying costs, and certain bottling assets from Consolidated for
approximately $130 million. The Company beneficially owns a 30% economic
interest and a 23% voting interest in Consolidated. In August 1993, the Company
purchased shares which now constitute a 10% voting interest and an 8.6% equity
interest in Panamerican Beverages, Inc., a holding company with bottling
subsidiaries in Colombia, Brazil and Mexico, for approximately $32 million. See
"Significant Equity Investments and Company Bottling Operations."
Significant Equity Investments and Company Bottling Operations
Over the last decade, bottling investments have represented a significant
portion of the Company's capital investments. The principal objective of these
investments is to ensure strong and efficient production, distribution and
marketing systems in order to maximize long-term growth in volume, cash flows
and share-owner value of the bottler and the Company.
When considered appropriate, the Company makes equity investments in
bottling companies (typically between 20% and 50%). Through these investments,
the Company is able to help focus and improve sales and marketing programs,
assist in the development of effective business and information systems and help
establish capital structures appropriate for these respective operations.
In certain situations, management believes it is advantageous to own a
controlling interest in bottling operations. For example, in 1990 in eastern
Germany, the Company's objective was to establish a modern soft drink business
quickly, which was accomplished through a wholly-owned bottling subsidiary.
The Company's consolidated bottling and fountain/post-mix operations
produced and distributed approximately 16% of worldwide unit case volume and,
together with consolidated canning operations, generated approximately $4.6
billion in revenues in 1993.
The Company also has substantial equity positions in bottlers that
represent approximately 40% of domestic bottling, canning and fountain/post-mix
unit case volume. Equity investee bottlers, including entities in which the
Company holds, or during 1993 held, a temporary majority interest, produced and
distributed approximately 38% of worldwide bottling, canning and
fountain/post-mix unit case volume in 1993.
In restructuring the bottling system, the Company periodically participates
in bottler ownership changes or takes temporary ownership positions in bottlers.
The length of ownership is influenced by various factors, including operational
changes, management changes and the process of identifying appropriate new
investors.
Coca-Cola Enterprises. The Company's ownership interest in Coca-Cola
Enterprises is approximately 43.5%. On June 30, 1993, Coca-Cola Enterprises
purchased from the Company majority ownership interests in two bottling
companies in Tennessee, along with the rights to purchase the remaining minority
interests, and a bottling operation in the Netherlands. See "The Bottler
System."
Coca-Cola Enterprises is the world's largest bottler of the Company's soft
drink products. Net sales of concentrates and syrups by the Company to Coca-Cola
Enterprises were $961 million in 1993. Coca-Cola Enterprises purchases high
fructose corn syrup (HFCS-55 & HFCS-42) through the Company under a pass-through
arrangement and, accordingly, related collections from Coca-Cola Enterprises and
payments to suppliers are not included in the Company's consolidated statements
of income. Sweetener transactions with Coca-Cola Enterprises amounted to $211
million in 1993. Coca-Cola Enterprises estimates that the territories in which
it markets such soft drink products to retailers (which include portions of 38
states, the District of Columbia, the U.S. Virgin Islands and the Netherlands)
contain approximately 52% of the United States population and 100% of the
population of the Netherlands. Coca-Cola Enterprises is the principal bottler of
products of the Company in the five states in the United States (California,
Florida, Texas, Washington and Virginia) with the largest gains in population
from 1989 to 1993.
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As used herein, the term "equivalent unit case volume" refers to 192 U.S.
ounces of finished beverage product (24 eight-ounce servings).
In 1993, approximately 72% of the equivalent unit case volume of Coca-Cola
Enterprises (excluding products in post-mix form) were Coca-Cola Trademark
Beverages, approximately 17% of its equivalent unit case volume were other soft
drink products of the Company, and approximately 11% of its equivalent unit case
volume were soft drink products of other companies. Coca-Cola Enterprises' net
sales of beverage products were approximately $5.5 billion in 1993.
Coca-Cola Beverages Ltd. ("Coca-Cola Beverages"). The Company owns
approximately 49% of the outstanding common stock of Coca-Cola Beverages.
Coca-Cola Beverages is the largest bottler of the Company's soft drink products
in Canada. Coca-Cola Beverages estimates that the territories in which it
markets soft drink products (which include all or significant portions of each
of Canada's ten provinces) contained approximately 27 million people in 1993, or
approximately 94% of the Canadian population. In 1993, Coca-Cola Beverages' net
sales of beverage products were approximately U.S. $687 million.
In 1993, approximately 68% of the equivalent unit case volume of Coca-Cola
Beverages were Coca-Cola Trademark Beverages, approximately 17% of its
equivalent unit case volume were other soft drink products of the Company and
approximately 15% of its equivalent unit case volume were soft drink products of
other companies.
Coca-Cola Amatil Limited ("Coca-Cola Amatil"). The Company owns
approximately 51% of Coca-Cola Amatil, an Australian-based bottler of Company
products. The Company intends to reduce its ownership interest in Coca-Cola
Amatil to below 50% within the next year. Accordingly, the investment has been
accounted for by the equity method of accounting.
Coca-Cola Amatil is the largest overall bottler, as well as the largest
bottler of the Company's soft drink products, in Australia and also has bottling
and distribution territories, through direct ownership or joint ventures, in New
Zealand, Fiji, Austria, Hungary, Papua New Guinea, the Czech Republic, Slovakia,
Indonesia and Belarus. Coca-Cola Amatil estimates that the territories in which
it markets soft drink products contain approximately 99% of the Australian
population, 100% of the New Zealand and Fiji populations, 80% of the Austrian
population, 100% of the Hungarian population, 84% of the Papua New Guinean
population, 100% of the Czech Republic and Slovakian populations, 92% of the
Indonesian population and 100% of the Belarussian population. In 1993, Coca-Cola
Amatil's net sales of beverage products were approximately U.S. $1,315 million.
In January 1993, Coca-Cola Amatil sold its snack food operation for
approximately U.S. $299 million, and recognized a gain of U.S. $169 million. The
Company's ownership interest in the sale proceeds received by Coca-Cola Amatil
approximated the carrying value of the Company's investment in the snack food
segment.
In 1993, approximately 61% of the equivalent unit case volume of Coca-Cola
Amatil were Coca-Cola Trademark Beverages, approximately 25% of its equivalent
unit case volume were other soft drink products of the Company, approximately
11% of its equivalent unit case volume were soft drink products of Coca-Cola
Amatil and approximately 3% of its equivalent unit case volume were soft drink
products of other companies.
Coca-Cola & Schweppes Beverages Ltd. ("CC&SB"). The Company owns an
approximate 49% interest in CC&SB, the leading marketer of soft drink products
in Great Britain. CC&SB handles bottling and distribution of products of the
Company and Cadbury Schweppes PLC throughout Great Britain. In 1993, CC&SB's net
sales of beverage products were approximately $1.1 billion.
In 1993, approximately 54% of the equivalent unit case volume of CC&SB were
Coca-Cola Trademark Beverages, approximately 10% of its equivalent unit case
volume were other soft drink products of the Company, approximately 35% of its
equivalent unit case volume were soft drink products of Cadbury Schweppes PLC
and approximately 1% of its equivalent unit case volume were soft drink products
of other companies.
CCNR. In 1991, the Company and Nestle S.A. formed CCNR, which is equally
owned by the Company and Nestle S.A. CCNR was created in order to manufacture
and sell concentrates and beverage
5
bases to third parties, including some bottlers of the Company's soft drink
products, for the production and distribution of ready-to-drink coffee, tea and
chocolate beverages on a worldwide basis, except for Japan. The Company and
Nestle S.A. have contributed approximately $35 million each. It is expected that
capitalization will eventually total approximately $50 million each.
CCNR launched its first product, a ready-to-drink canned coffee marketed
under the NESCAFE brand, in Korea in September 1991. In January 1992, CCNR
launched its first products in the United States, NESTEA sweetened iced tea with
lemon flavor and diet NESTEA iced tea with lemon flavor, sold through Company
bottlers in all fifty states. Subsequently, additional flavors of NESTEA iced
tea have been added in the United States, as well as post-mix NESTEA syrups
which are sold through authorized Coca-Cola fountain/post-mix wholesalers.
As of early 1994, CCNR had also launched NESTEA iced tea flavors in Taiwan,
Italy, Korea, Belgium, Spain, Germany, Canada and Switzerland. NESCAFE
ready-to-drink coffee is also available in Taiwan, Hong Kong and Macau.
Coca-Cola FEMSA. On June 21, 1993, the Company, through its indirect
subsidiary, The Inmex Corporation, entered into a joint venture with Fomento
Economico Mexicano, S.A. de C.V. ("FEMSA"), the largest "food, beverage and
tobacco" company listed on the Mexican Stock Exchange (Bolsa Mexicana de
Valores). The Company invested approximately $195 million in exchange for a 30%
equity interest in Coca-Cola FEMSA, a Mexican holding company with bottling
subsidiaries in the Valley of Mexico and in Mexico's southeastern region.
In September 1993, a wholly owned subsidiary of FEMSA sold shares of Series
L common stock of Coca-Cola FEMSA in a registered public offering in Mexico
while simultaneously offering in the United States and elsewhere American
Depository Shares ("ADSs"). As a result, Coca-Cola FEMSA's Series L shares are
now listed and traded on the Mexican Stock Exchange and the ADSs are listed and
traded on the New York Stock Exchange. The sale represented a 19% equity
interest in Coca-Cola FEMSA; the remaining 51% is held by FEMSA. The Company
continues to hold its 30% interest.
Other Bottling Interests. The Company holds an indirect 32% equity
interest in The Philadelphia Coca-Cola Bottling Company. In January 1994, the
Company sold common stock representing a 9% voting interest and a 4% economic
interest in The Coca-Cola Bottling Company of New York, Inc. ("CCNY") to
Coca-Cola Enterprises for approximately $6 million thereby reducing its voting
and economic ownership interest in CCNY to 49%, consistent with its stated
intention of ending temporary control after completing certain organizational
changes. In total, including the bottling operations discussed herein, the
Company holds ownership positions in approximately 35 unconsolidated bottling,
canning and distribution operations for its products worldwide.
Seasonality
Soft drink sales are somewhat seasonal, with the second and third calendar
quarters accounting for the highest sales volumes in the Northern Hemisphere.
The volume of sales in the soft drink business may be affected by weather
conditions.
Competition
The commercial beverages industry, of which the soft drink business is a
part, is competitive. The soft drink business itself is highly competitive. In
many parts of the world in which the Company does business, demand for soft
drinks is growing at the expense of other commercial beverages. Advertising and
sales promotional programs, product innovation, increased efficiency in
production techniques, the introduction of new packaging, new vending and
dispensing equipment and brand and trademark development and protection are
important competitive factors.
Raw Materials
The principal raw material used by the soft drink industry in the United
States is high fructose corn syrup (HFCS-55), a form of sugar, which is
available from numerous domestic sources and is historically subject to
6
fluctuations in its market price. The principal raw material used by the soft
drink industry outside the United States is sucrose. The Company has a
specialized sweetener procurement staff and has not experienced any difficulties
in obtaining its requirements. In the United States and certain other countries,
the Company has authorized the use of HFCS-55 in syrup for Coca-Cola and allied
products for use in both fountain/post-mix syrup and product in bottles and
cans.
Another raw material used by the soft drink industry is aspartame, a
sweetening agent used in low-calorie soft drink products. Generally, raw
materials utilized by the Company in its soft drink business are readily
available from numerous sources. However, aspartame, which is usually used alone
or in combination with saccharin in the Company's one-calorie soft drink
products, is currently purchased by the Company for use in the United States
from The NutraSweet Company, a subsidiary of Monsanto Company. While The
NutraSweet Company is also a major worldwide supplier of aspartame to the
Company, other suppliers of aspartame are utilized in certain countries outside
of the United States.
FOODS
General Business Description
The Company's Foods Business Sector is an operating unit which includes
Coca-Cola Foods, with operations in the United States, Canada and Puerto Rico.
Coca-Cola Foods, a division of the Company, is the world's largest marketer and
distributor of juice and juice drink products. In North America, Coca-Cola Foods
manufactures and markets the following products: Minute Maid chilled
ready-to-serve and frozen concentrated citrus and variety juices, lemonades and
fruit punches; Minute Maid shelf-stable ready-to-serve juice and juice drink
products in single and multi-serve containers; Five Alive refreshment beverages;
Bright & Early breakfast beverages; Bacardi tropical fruit mixers, which are
manufactured and marketed under a license from Bacardi & Company Limited; and
Hi-C brand ready-to-serve fruit drinks in single and multi-serve containers.
Both directly and through a network of brokers, Coca-Cola Foods products
are sold to retailers and wholesalers in North America and to military
commissaries and exchanges in the United States and abroad. Outside North
America, Coca-Cola Foods provides both technical and marketing assistance to
other units of the Company relating to the production and marketing of branded
juice and juice drink products.
Minute Maid Foodservice, a division of Coca-Cola Foods, provides airlines,
restaurants, hotels, colleges, hospitals and other institutions with a full line
of juice and juice drink products and specialty dairy products. Minute Maid
Foodservice manufactures and distributes foodservice juice products under the
Minute Maid, Hi-C and other trademarks.
In 1993, Coca-Cola Foods achieved record results for both volume and
operating income and widened its leadership in the juice and juice drink
category. Operating income grew 13% to $127 million. Volume increased 16% as
aggressive pricing and marketing drove strong gains across all lines of
business. Minute Maid orange juice volume was up 18% while volume of other
juices and juice drink products was up 14%.
Product Line Development
During 1993, Coca-Cola Foods began the national rollout of Minute Maid
Naturals, a line of shelf-stable juice and juice drink products packaged in
multi-serve PET bottles. The rollout followed a successful test market of these
products, which were developed to increase the presence of the Minute Maid
trademark in the shelf-stable category.
Coca-Cola Foods also successfully introduced in 1993 frozen and chilled
versions of Minute Maid cranberry lemonade and raspberry lemonade. In
conjunction with increased marketing efforts, these products helped to generate
a 9% increase in the division's lemonade and fruit punch volume.
The division also introduced a 128 ounce plastic bottle for Hi-C fruit
drinks, which capitalized on the strength of larger sizes in this line of
business. Hi-C multi-serve volume during the year increased 11% as this package
generated incremental volume growth to the business.
7
Minute Maid In-The-Box volume grew 20% as a result of lower prices,
significant distribution increases and the successful launch of Minute Maid
Berry Punch in this package.
In conjunction with Coca-Cola Enterprises and other Coca-Cola bottlers,
Coca-Cola Foods continued to generate significant volume increases for Minute
Maid Juices To Go, which are juice and juice drink products packaged in
single-serve bottles and cans and sold through a variety of distribution
channels, including vending machines. Volume for Minute Maid Juices To Go grew
160% due to increased availability and strong marketing support. The products
are currently available nationwide.
Seasonality
Demand for juice and juice drink products does not fluctuate in any
significant manner throughout the calendar year.
Competition
The juice and juice drink products manufactured, marketed and distributed
by Coca-Cola Foods face strong competition from other producers of regionally
and nationally advertised brands of juice and juice drink products. Significant
competitive factors include advertising and trade promotion programs, new
product introductions, new and more efficient production and distribution
methods, new packaging and dispensing equipment, and brand and trademark
development and protection.
Raw Materials
The citrus industry is subject to the variability of weather conditions, in
particular the possibility of freezes in central Florida, which may result in
higher prices and lower consumer demand for orange juice throughout the
industry. Due to the Company's long-standing relationship with a supplier of
high-quality Brazilian orange juice concentrate, the supply of juice available
that meets the Company's standards is normally adequate to meet demand.
PATENTS, TRADE SECRETS, TRADEMARKS AND COPYRIGHTS
The Company is the owner of numerous patents, copyrights and trade secrets,
as well as substantial know-how and technology (hereinafter referred to as
"technology"), which relate to its products and the processes for their
production, the packages used for its products, the design and operation of
various processes and equipment used in its business and certain quality
assurance and financial software. Some of the technology is licensed to
suppliers and other parties. The Company's soft drink and other beverage
formulae are among the important trade secrets of the Company.
Trademarks are very important to the Company's business. Depending upon the
jurisdiction, trademarks are valid as long as they are in use and/or their
registrations are properly maintained and they have not been found to have
become generic. Registrations of trademarks in the United States can generally
be renewed indefinitely as long as the trademarks are in use. The majority of
the Company's trademark license agreements are included in the Company's bottler
agreements. The Company has registered and licenses the right to use its
trademarks in conjunction with certain merchandise other than soft drinks.
GOVERNMENTAL REGULATION
The production, distribution and sale in the United States of many of the
Company's products are subject to the Federal Food, Drug and Cosmetic Act; the
Occupational Safety and Health Act; the Lanham Act; various environmental
statutes; and various other Federal, state and local statutes regulating the
production, sale, safety, advertising, labeling and ingredients of such
products.
On January 6, 1993, the United States Food and Drug Administration (the
"FDA") published new labeling requirements for all food products, with a
compliance deadline set for May 8, 1994. The Company does not expect the rules
to have any significant impact on its products nor does the Company expect
8
compliance to have any material adverse effect upon the Company's capital
expenditures, net income or competitive position.
A California law, enacted in 1986 by ballot initiative, requires that any
person who exposes another to a carcinogen or a reproductive toxicant must
provide a warning to that effect. Because the law does not define quantitative
thresholds below which a warning is not required, virtually all food
manufacturers are confronted with the possibility of having to provide warnings
on their food products due to the presence of trace amounts of defined
substances. Regulations implementing the law exempt manufacturers from providing
the required warning if it can be demonstrated that the defined substances occur
naturally in the product or are present in municipal water used to manufacture
the product. The Company has assessed the impact of the law and its implementing
regulations on its soft drink products and other products and has concluded that
none of its products currently requires a warning under the law. The Company
cannot predict whether, or to what extent, food industry efforts to minimize the
law's impact on foods will succeed; nor can the Company predict what impact,
either in terms of direct costs or diminished sales, imposition of the law will
have.
Bottlers of the Company's soft drink products presently offer
non-refillable containers in almost all areas of the United States and Canada.
Many such bottlers also offer refillable containers. Measures have been enacted
in certain localities and are currently in effect in nine states prohibiting the
sale of certain beverages unless a deposit is charged for the container. Similar
proposals have been introduced in other states and localities and in past
sessions of Congress, and it is anticipated that similar legislation will be
introduced in the current session of Congress.
All of the Company's facilities in the United States are subject to
federal, state and local environmental laws and regulations. Compliance with
these provisions has not had, and the Company does not expect such compliance to
have, any material adverse effect upon the Company's capital expenditures, net
income or competitive position.
EMPLOYEES
As of December 31, 1993, the Company and its subsidiaries employed nearly
34,000 persons, of whom nearly 10,500 are located in the United States. The
Company, through its divisions and subsidiaries, has entered into numerous
collective bargaining agreements, and the Company has no reason to believe it
will not be able to renegotiate any such agreements on satisfactory terms. The
Company believes that its relations with its employees are generally
satisfactory.
FINANCIAL INFORMATION ON INDUSTRY SEGMENTS AND GEOGRAPHIC AREAS
For financial information on industry segments and operations in geographic
areas, see pages 69 and 70 of the Annual Report to Share Owners for the year
ended December 31, 1993, which are incorporated herein by reference.
ITEM 2. PROPERTIES
The Company's international headquarters is located on a 35-acre office
complex in Atlanta, Georgia. The complex includes the approximately 480,000
square feet headquarters building, the approximately 721,000 square feet
Coca-Cola USA building and an additional 232,000 square feet office building of
which Coca-Cola Enterprises currently occupies a significant portion of the
space. Also located on the complex are several other buildings including the
technical and engineering facilities, training center and the Company's
Reception Center. The Company and its subsidiaries and divisions have facilities
for administrative operations, manufacturing, processing, packaging, packing,
storage and warehousing throughout the United States.
Coca-Cola Enterprises is presently renting approximately 104,000 square
feet of office space, located in the Atlanta office complex, from the Company
pursuant to a lease agreement. In 1993, Coca-Cola Enterprises
9
paid approximately $1.7 million under the lease arrangements. It is expected
that Coca-Cola Enterprises will materially reduce the amount of space leased in
1994.
The Company owns 42 principal soft drink concentrate and/or syrup
manufacturing plants throughout the world. The Company currently owns or holds a
majority interest in 29 operations with 42 principal soft drink bottling and
canning plants located in foreign countries, excluding entities in which the
Company's majority interest is temporary.
Coca-Cola Foods, whose primary business headquarters is located in Houston,
Texas, occupies its own office building, which contains approximately 330,000
square feet. Coca-Cola Foods operates 10 production facilities throughout the
United States, Canada and Puerto Rico and utilizes a system of co-packers which
produce and distribute products in areas where Coca-Cola Foods does not have its
own manufacturing centers or when it experiences manufacturing overflow. In
1993, the Company sold its citrus groves and related assets located in central
and southern Florida.
The Company directly or through wholly-owned subsidiaries owns or leases
additional real estate throughout the world, including an office building at 711
Fifth Avenue in New York, New York. This real estate is used as office space by
the Company or, in the case of some owned property, leased to others.
Management believes that the facilities for the production of its soft
drink and food products are suitable and adequate for the business conducted
therein, that they are being appropriately utilized in line with past experience
and that they have sufficient production capacity for their present intended
purposes. The extent of utilization of such facilities varies based upon the
seasonal demand for product. While it is not possible to measure with any degree
of certainty or uniformity the productive capacity and extent of utilization of
these facilities, management believes that additional production can be obtained
at the existing facilities by the addition of personnel and capital equipment
and, in some facilities, the addition of shifts of personnel or expansion of
such facilities. The Company continuously reviews its anticipated requirements
for facilities and, on the basis of that review, may from time to time acquire
additional facilities and/or dispose of existing facilities.
ITEM 3. LEGAL PROCEEDINGS
In May 1993, the Company discovered that its Carolina, Puerto Rico plant
was unintentionally discharging, without a permit, process wastewater to a
stormwater sewer which ultimately discharged to a surface waterbody. The Company
immediately remedied the unintentional discharge and reported it to appropriate
environmental agencies. The statutory maximum penalty which could be sought
against the Company is in excess of $100,000.
Joseph Siegman, as custodian for Gregory and Michelle Siegman, filed suit
in Delaware Chancery Court on December 15, 1987 against the Company, Tri-Star
Pictures, Inc. ("Tri-Star"), CPI Film Holdings, Inc., Home Box Office, Inc. and
the directors of Tri-Star at that time. Plaintiff, a Tri-Star stockholder acting
on behalf of a class of Tri-Star stockholders other than defendants and their
affiliates and derivatively on behalf of Tri-Star, challenges a transfer
agreement, dated October 1, 1987, among the Company, certain of its subsidiaries
and Tri-Star as the product of an alleged self-dealing breach of fiduciary duty
by the Company and the Tri-Star Board of Directors. Plaintiff also alleges that
the proxy statement issued by Tri-Star in connection with the transaction
inadequately disclosed material facts about the transaction. Pursuant to the
transfer agreement, the Company transferred its Entertainment Business Sector
(other than certain retained assets) to Tri-Star in exchange for approximately
75 million shares of Tri-Star common stock. The complaint seeks judgment
imposing a constructive trust upon the Tri-Star shares received by the Company
pursuant to the transfer agreement, rescinding the transfer agreement and
awarding compensatory damages in an unspecified amount.
During 1991 and 1992, the Chancery Court granted defendants' motion to
dismiss the case, and plaintiff appealed. On November 24, 1993, the Delaware
Supreme Court issued an opinion reversing in part the judgment entered by the
Chancery Court and remanding the case for trial on the merits. The Supreme
Court's opinion treated all of the factual allegations in plaintiff's complaint
as true for purposes of the appeal and
10
determined that the complaint was legally adequate to permit plaintiff an
opportunity to prove the complaint allegations. No date has yet been established
for trial on remand. The Company believes it has meritorious legal and factual
defenses and intends to defend the case vigorously.
On February 26, 1992, suit was brought against the Company in Texas state
court by The Seven-Up Company, a competitor of the Company. An amended complaint
was filed by The Seven-Up Company on February 8, 1994. The suit alleges that the
Company is attempting to dominate the lemon-lime segment of the soft drink
industry by tortious acts designed to induce certain independent bottlers of the
Company's products to terminate existing contractual relationships with the
plaintiff pursuant to which such bottlers bottle and distribute the plaintiff's
lemon-lime soft drink products. As amended, the complaint alleges that
Coca-Cola/Seven-Up bottlers in several different territories, including
Nacagdoches, Texas; Oklahoma City, Oklahoma; Fargo, North Dakota; Shreveport,
Louisiana; Elkins, West Virginia; Salem, New Hampshire; Fayetteville, Arkansas;
Pine Bluff, Arkansas and Vicksburg, Mississippi, were illegally induced into
initiating Sprite distribution and discontinuing Seven-Up distribution. The
Company is accused of using several different purportedly improper tactics to
bring about those bottler decisions, including false and misleading statements
by the Company about the plaintiff's past, present and future business
operations, improper financial advancements and various forms of alleged
coercion.
The complaint seeks unspecified money damages for (1) alleged tortious
interference with the plaintiff's contractual relations, (2) alleged intentional
tortious conduct to injure plaintiff, (3) alleged disparagement of the plaintiff
and its business, and (4) alleged false and injurious statements harmful to
plaintiff's interests. The complaint also seeks an injunction prohibiting future
allegedly tortious conduct by the Company and seeks an award of punitive damages
in the amount of at least $500 million. In 1993, the Company filed a
counterclaim against The Seven-Up Company in the matter alleging that The
Seven-Up Company has tortiously interfered with the Company's efforts to obtain
distribution of its lemon-lime soft drink, Sprite, through bottlers of
Coca-Cola. Since the inception of the suit, the parties have been engaged in
discovery. Trial is presently scheduled to commence in late June 1994. The
Company believes it has meritorious legal and factual defenses and intends to
defend the suit vigorously.
On July 22, 1992, The Seven-Up Company filed a related suit in federal
court in Texas alleging that the facts and circumstances giving rise to the
state court suit (described above) also constitute a violation of the federal
Lanham Act which, inter alia, proscribes false advertisement and disparagement
of a competitor's goods and services. The suit seeks injunctive relief, treble
damages and attorneys' fees. Discovery in this case has been consolidated with
discovery in the state court case, and trial is presently scheduled for June
1994. The Company believes it has meritorious legal and factual defenses and
intends to defend the suit vigorously.
The Company is involved in various other legal proceedings. The Company
believes that any liability to the Company which may arise as a result of these
proceedings, including the proceedings specifically discussed above, will not
have a material adverse effect on the financial condition of the Company and its
subsidiaries taken as a whole.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM X. EXECUTIVE OFFICERS OF THE COMPANY
The following are the executive officers of the Company:
Roberto C. Goizueta, 62, is Chief Executive Officer and Chairman of
the Board of Directors of the Company. In August 1980, Mr. Goizueta was
elected Chief Executive Officer and Chairman of the Board effective March
1981, at which time he assumed these positions.
M. Douglas Ivester, 46, is Executive Vice President of the Company,
Principal Operating Officer/North America and President of Coca-Cola USA.
In January 1985, Mr. Ivester was elected Senior Vice President and Chief
Financial Officer of the Company and served in that capacity until June
1989, when he was elected President of the European Community Group of the
International Business
11
Sector. He was appointed President of Coca-Cola USA in August 1990, and was
appointed President of the North America Business Sector in September 1991.
He served in the latter capacity until he was elected to his current
positions, effective April 15, 1993.
John Hunter, 56, is Executive Vice President of the Company and
Principal Operating Officer/International. Mr. Hunter served as managing
director of the South Pacific Division in 1984, and in 1987 was named
President of both Coca-Cola (Japan) Company, Limited and the North Pacific
Division. He was elected Senior Vice President of the Company and appointed
President of the Pacific Group of the International Business Sector in
January 1989. He served as deputy to the President of the International
Business Sector from August 1990 until September 1991 and as President of
the International Business Sector from September 1991 until April 1993. He
was elected to his current positions, effective April 15, 1993.
Jack L. Stahl, 40, is Senior Vice President and Chief Financial
Officer of the Company. In March 1985, Mr. Stahl was named Manager,
Planning and Business Development and was appointed Assistant Vice
President in April 1985. He was elected Vice President and Controller in
February 1988 and served in that capacity until he was elected to his
current position in June 1989.
Weldon H. Johnson, 56, is Senior Vice President of the Company and
President of the Latin America Group of the International Business Sector.
In January 1983, Mr. Johnson was named President of Coca-Cola (Japan)
Company, Limited. In April 1987, he was elected Executive Vice President of
the Latin America Group of the International Business Sector. He was
elected Senior Vice President in December 1987 and was appointed President
of the Latin America Group of the International Business Sector in January
1988.
E. Neville Isdell, 50, is Senior Vice President of the Company and
President of the Northeast Europe/Middle East Group of the International
Business Sector. Mr. Isdell became President of the Company's Central
European Division in July 1985 and was elected Senior Vice President of the
Company and appointed President of the Northeast Europe/Africa Group in
January 1988. He was appointed to his current position, effective January
1993.
Ralph H. Cooper, 54, is Senior Vice President of the Company and
President of the European Community Group of the International Business
Sector. Mr. Cooper was appointed Senior Vice President of the Europe and
Africa Group in July 1984 and was named Senior Vice President of Coca-Cola
International and President of the Northwest European Division in January
1989. He served in those capacities until August 1990 when he was elected
to his current position.
Douglas N. Daft, 50, is Senior Vice President of the Company and
President of the Pacific Group of the International Business Sector. In
November 1984, Mr. Daft was appointed President of Coca-Cola Central
Pacific Ltd. In October 1987, he was appointed Senior Vice President of the
Pacific Group of the International Business Sector. In January 1989, he was
named President of Coca-Cola (Japan) Company, Limited and President of the
North Pacific Division of the International Business Sector. He served in
those capacities until he was elected to his current position, effective
September 1991.
Carl Ware, 50, is Senior Vice President of the Company and President
of the Africa Group of the International Business Sector. In 1979, Mr. Ware
was appointed Vice President, Special Markets, Coca-Cola USA. In March
1982, he was appointed Vice President, Urban Affairs, of the Company. He
was elected Senior Vice President and Manager, Corporate External Affairs
in 1986 and became Deputy Group President of the Northeast Europe/Africa
Group of the International Business Sector in July 1991, a position which
he held until he was named to his current position, effective January 1993.
Joseph R. Gladden, Jr., 51, is Senior Vice President and General
Counsel of the Company. In October 1985, Mr. Gladden was elected Vice
President. He was named Deputy General Counsel in October 1987 and served
in that capacity until he was elected Vice President and General Counsel in
April 1990. He was elected Senior Vice President in April 1991.
12
Sergio Zyman, 48, is Senior Vice President of the Company and Chief
Marketing Officer. Mr. Zyman first joined the Company in 1979 and
eventually served as Senior Vice President of Marketing for Coca-Cola USA.
After a seven year absence from the Company, during which he acted as
consultant to different companies through Sergio Zyman & Co. and Core
Strategy Group, he returned to assume his current position in August 1993.
Earl T. Leonard, Jr., 57, is Senior Vice President of Corporate
Affairs of the Company. Mr. Leonard was elected to his current position in
April 1983.
Anton Amon, 50, is Senior Vice President of the Company and manager of
the Company's Product Integrity Division. Dr. Amon was named Senior Vice
President of Coca-Cola USA in 1983. In 1988, he joined Coca-Cola
Enterprises as Vice President, Operations. In September 1989, Dr. Amon
returned to the Company as director, Corporate Quality Assurance. He was
elected Vice President in 1989. He became manager, Product Integrity
Division, in January 1992 and was elected to his current position in July
1992.
George Gourlay, 52, is Senior Vice President of the Company and
manager of the Technical Operations Division. Mr. Gourlay was named
manager, Corporate Concentrate Operations in 1986, named Assistant Vice
President in 1988, and was elected Vice President in 1989. Mr. Gourlay
became head of the Technical Operations Division in January 1992 and was
elected to his current position in July 1992.
Timothy J. Haas, 47, is Vice President of the Company and President
and Chief Executive Officer of Coca-Cola Foods. In January 1985, Mr. Haas
was named Senior Vice President of Sales of Coca-Cola Foods and served in
that capacity until he was appointed President and Chief Executive Officer
of Coca-Cola Foods in March 1991. He was elected Vice President of the
Company in April 1991.
All executive officers serve at the pleasure of the Board of Directors.
There is no family relationship between any of the executive officers of
the Company.
13
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
"Financial Review Incorporating Management's Discussion and Analysis" on
pages 44 through 51, "Stock Prices" on page 73 and "Share-Owner Information" on
page 77 of the Company's Annual Report to Share Owners for the year ended
December 31, 1993, are incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" for the years 1989 through 1993, on pages 52 and
53 of the Company's Annual Report to Share Owners for the year ended December
31, 1993, is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
"Financial Review Incorporating Management's Discussion and Analysis" on
pages 44 through 51 of the Company's Annual Report to Share Owners for the year
ended December 31, 1993, is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the Registrant and its
subsidiaries, included in the Company's Annual Report to Share Owners for the
year ended December 31, 1993, are incorporated herein by reference:
Consolidated Balance Sheets -- December 31, 1993 and 1992.
Consolidated Statements of Income -- Years ended December 31, 1993,
1992 and 1991.
Consolidated Statements of Cash Flows -- Years ended December 31,
1993, 1992 and 1991.
Consolidated Statements of Share-Owners' Equity -- Years ended
December 31, 1993, 1992 and 1991.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
"Quarterly Data", on page 73 of the Company's Annual Report to Share Owners
for the year ended December 31, 1993, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
14
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The section under the heading "Election of Directors" entitled "Board of
Directors" on pages 2 through 6 of the Company's Proxy Statement for the Annual
Meeting of Share Owners to be held April 20, 1994, is incorporated herein by
reference for information on Directors of the Registrant. See Item X in Part I
hereof for information regarding executive officers of the Registrant.
ITEM 11. EXECUTIVE COMPENSATION
The section under the heading "Election of Directors" entitled "Committees
of the Board of Directors; Meetings and Compensation of Directors" on pages 9
and 10 and the section entitled "Executive Compensation" on pages 11 through 17
of the Company's Proxy Statement for the Annual Meeting of Share Owners to be
held April 20, 1994, are incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The section under the heading "Election of Directors" entitled "Ownership
of Equity Securities in the Company" on pages 7 through 9, and the section under
the heading "The Major Investee Companies" entitled "Ownership of Securities in
Coca-Cola Enterprises, Coca-Cola Consolidated, Coca-Cola Amatil, Coca-Cola
Beverages and Coca-Cola FEMSA" on page 24 of the Company's Proxy Statement for
the Annual Meeting of Share Owners to be held April 20, 1994, are incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The sections under the heading "Election of Directors" entitled "Committees
of the Board of Directors; Meetings and Compensation of Directors" on pages 9
and 10 and "Certain Transactions" on page 10, the section under the heading
"Executive Compensation" entitled "Compensation Committee Interlocks and Insider
Participation" on page 23 and the section under the heading "The Major Investee
Companies" entitled "Certain Transactions with Coca-Cola Enterprises and
Coca-Cola Beverages" on pages 23 and 24 of the Company's Proxy Statement for the
Annual Meeting of Share Owners to be held April 20, 1994, are incorporated
herein by reference.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements of The Coca-Cola
Company and subsidiaries, included in the Registrant's Annual Report
to Share Owners for the year ended December 31, 1993, are
incorporated by reference in Part II, Item 8:
Consolidated Balance Sheets -- December 31, 1993 and 1992.
Consolidated Statements of Income -- Years ended December 31, 1993,
1992 and 1991.
Consolidated Statements of Cash Flows -- Years ended December 31,
1993, 1992 and 1991.
Consolidated Statements of Share-Owners' Equity -- Years ended
December 31, 1993, 1992 and 1991.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
2. (a) Financial Statement Schedules of The Coca-Cola Company and
subsidiaries:
Report of Independent Auditors.
Schedule II -- Amounts Receivable from Related Parties and
Underwriters, Promoters and Employees Other Than Related Parties.
Schedule V -- Property, Plant and Equipment.
Schedule VI -- Accumulated Depreciation and Amortization of Property,
Plant and Equipment.
Schedule VIII -- Valuation and Qualifying Accounts.
Schedule IX -- Short-Term Borrowings.
Schedule X -- Supplementary Income Statement Information.
(b) The following consolidated financial statements and financial
statement schedules of Coca-Cola Enterprises are incorporated
herein by reference from the Annual Report on Form 10-K of
Coca-Cola Enterprises for the year ended December 31, 1993:
Consolidated Statements of Operations for each of the three fiscal
years in the period ended December 31, 1993.
Consolidated Balance Sheets as of December 31, 1993 and December 31,
1992.
Consolidated Statements of Share-Owners' Equity for each of the three
fiscal years in the period ended December 31, 1993.
Consolidated Statements of Cash Flows for each of the three fiscal
years in the period ended December 31, 1993.
Notes to Consolidated Financial Statements.
Report of Independent Auditors.
Financial Statement Schedules -- Coca-Cola Enterprises.
Schedule V -- Property, Plant and Equipment.
Schedule VI -- Accumulated Depreciation and Amortization of Property,
Plant and Equipment.
Schedule VIII -- Valuation and Qualifying Accounts.
Schedule IX -- Short-Term Borrowings.
Schedule X -- Supplementary Income Statement Information.
16
All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are
not required under the related instructions or are inapplicable and,
therefore, have been omitted.
3. Exhibits
EXHIBIT NO.
- -----------
3.1 Certificate of Elimination of the Certificate of Designation, filed with the
Restated Certificate of Incorporation of the Company on September 30,
1993 -- incorporated herein by reference to Exhibit 3.1 of the Registrant's Form
10-Q Quarterly Report for the quarter ended September 30, 1993.
3.2 Restated Certificate of Incorporation of the Registrant, effective October 1,
1993 -- incorporated herein by reference to Exhibit 3.2 of the Registrant's Form
10-Q Quarterly Report for the quarter ended September 30, 1993.
3.3 By-Laws of the Registrant, effective April 15, 1993 -- incorporated herein by
reference to Exhibit 3.2 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1993.
4.1 The Registrant agrees to furnish to the Securities and Exchange Commission, upon
request, a copy of any instrument defining the rights of holders of long-term
debt of the Registrant and all of its consolidated subsidiaries and
unconsolidated subsidiaries for which financial statements are required to be
filed with the Securities and Exchange Commission.
10.1 Long Term Performance Incentive Plan of the Registrant, as amended -- incorporated
herein by reference to Exhibit 10.1 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1989.*
10.2 The Key Executive Retirement Plan of the Registrant, as amended.*
10.3 Supplemental Disability Plan of the Registrant, as amended -- incorporated herein
by reference to Exhibit 10.3 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.4 Annual Performance Incentive Plan of the Registrant, as amended -- incorporated
herein by reference to Exhibit 10.4 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1989.*
10.5 Agreement, dated February 28, 1983, between the Registrant and Roberto C.
Goizueta -- incorporated herein by reference to Exhibit 10.5 of the Registrant's
Form 10-K Annual Report for the year ended December 31, 1988.*
10.6 Amendment, dated February 10, 1984, to the Agreement dated February 28, 1983,
between the Registrant and Roberto C. Goizueta -- incorporated herein by
reference to Exhibit 10.6 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1988.*
10.7 1983 Stock Option Plan of the Registrant, as amended -- incorporated herein by
reference to Exhibit 10.8 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.8 1987 Stock Option Plan of the Registrant, as amended -- incorporated herein by
reference to Exhibit 10.9 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.9 1991 Stock Option Plan of the Registrant, as amended -- incorporated herein by
reference to Exhibit 10.10 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1991.*
10.10 1983 Restricted Stock Award Plan of the Registrant, as amended -- incorporated
herein by reference to Exhibit 10.11 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1991.*
17
EXHIBIT NO.
- -----------
10.11 1989 Restricted Stock Award Plan of the Registrant, as amended -- incorporated
herein by reference to Exhibit 10.12 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1991.*
10.12 Performance Unit Agreement, dated December 19, 1985, between the Registrant and
Roberto C. Goizueta, as amended -- incorporated herein by reference to Exhibit
10.10 of the Registrant's Form 10-K Annual Report for the year ended December
31, 1989.*
10.13 1986 Compensation Deferral and Investment Program, as amended -- incorporated
herein by reference to Exhibit 10.15 of the Registrant's Form 10-K Annual Report
for the year ended December 31, 1991.*
10.14 Restricted Stock Agreement, dated August 4, 1982, between the Registrant and
Roberto C. Goizueta, as amended -- incorporated herein by reference to Exhibit
10.13 of the Registrant's Form 10-K Annual Report for the year ended December
31, 1989.*
10.15 Incentive Unit Agreement, dated November 29, 1988, between the Registrant and
Roberto C. Goizueta, as amended -- incorporated herein by reference to Exhibit
10.15 of the Registrant's Form 10-K Annual Report for the year ended December
31, 1989.*
10.16 Supplemental Health Plan of the Registrant -- incorporated herein by reference to
Exhibit 10.19 of the Registrant's Form 10-K Annual Report for the year ended
December 31, 1990.*
10.17 Supplemental Benefit Plan of the Registrant, as amended.*
10.18 Retirement Plan for the Board of Directors of Registrant, as
amended -- incorporated herein by reference to Exhibit 10.22 of the Registrant's
Form 10-K Annual Report for the year ended December 31, 1991.*
10.19 Deferral Plan for the Board of Directors of Registrant -- incorporated herein by
reference to Exhibit 10.23 of the Registrant's Form 10-K Annual Report for the
year ended December 31, 1992.*
10.20 Deferred Compensation Agreement for Officers or Key Executives of the Registrant.*
10.21 Long Term Performance Incentive Plan, as amended.*
10.22 Executive Performance Incentive Plan.*
12.1 Computation of Ratio of Earnings to Fixed Charges for the years ended December 31,
1993, 1992, 1991, 1990 and 1989.
13.1 1993 Annual Report to Share Owners. (Pages 44-71, 73, 76 (definitions of "Dividend
Payout Ratio," "Economic Profit," "Net Debt and Net Capital," "Return on
Capital," "Return on Common Equity" and "Total Capital") and 77).
21.1 List of subsidiaries of the Registrant as of December 31, 1993.
23.1 Consent of Independent Auditors.
24.1 Powers of Attorney of Officers and Directors signing this report.
99.1 Consolidated financial statements and financial statement schedules for Coca-Cola
Enterprises included in the Form 10-K Annual Report of Coca-Cola Enterprises for
the fiscal year ended December 31, 1993.
- ---------------
* Management contracts and compensatory plans and arrangements required to be
filed as exhibits to this form pursuant to Item 14(c) of this report.
(b) Reports on Form 8-K
The Registrant filed a report on Form 8-K on January 27, 1994 in connection
with the January 1, 1993 adoption of Statement of Financial Accounting
Standards No. 112, "Employers' Accounting for Postemployment Benefits."
(c) See Item 14(a)3 above.
(d) See Item 14(a)2 above.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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)
By: /s/ ROBERTO C. GOIZUETA
------------------------------------
ROBERTO C. GOIZUETA
Chairman, Board of Directors,
Chief Executive Officer and a
Director
Date: March 14, 1994
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
/s/ ROBERTO C. GOIZUETA
- ------------------------------------------------------
ROBERTO C. GOIZUETA
Chairman, Board of Directors, Chief Executive
Officer and a Director
(Principal Executive Officer)
March 14, 1994
/s/ JACK L. STAHL
- ------------------------------------------------------
JACK L. STAHL
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
March 14, 1994
/s/ JAMES E. CHESTNUT
- ------------------------------------------------------
JAMES E. CHESTNUT
Vice President and Controller
(Principal Accounting Officer)
March 14, 1994
*
- ------------------------------------------------------
HERBERT A. ALLEN
Director
March 14, 1994
*
- ------------------------------------------------------
RONALD W. ALLEN
Director
March 14, 1994
*
- ------------------------------------------------------
CATHLEEN P. BLACK
Director
March 14, 1994
*
- ------------------------------------------------------
WARREN E. BUFFETT
Director
March 14, 1994
*
- ------------------------------------------------------
CHARLES W. DUNCAN, JR.
Director
March 14, 1994
*
- ------------------------------------------------------
SUSAN B. KING
Director
March 14, 1994
*
- ------------------------------------------------------
DONALD F. MCHENRY
Director
March 14, 1994
*
- ------------------------------------------------------
PAUL F. OREFFICE
Director
March 14, 1994
19
*
- ------------------------------------------------------
JAMES D. ROBINSON, III
Director
March 14, 1994
*
- ------------------------------------------------------
WILLIAM B. TURNER
Director
March 14, 1994
*
- ------------------------------------------------------
PETER V. UEBERROTH
Director
March 14, 1994
*
- ------------------------------------------------------
JAMES B. WILLIAMS
Director
March 14, 1994
*By /s/ CAROL C. HAYES
- ------------------------------------------------------
CAROL C. HAYES
Attorney-in-fact
March 14, 1994
20
ANNUAL REPORT ON FORM 10-K
ITEM 14(A)2(A)
FINANCIAL STATEMENT SCHEDULES
YEAR ENDED DECEMBER 31, 1993
THE COCA-COLA COMPANY AND SUBSIDIARIES
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Share Owners
The Coca-Cola Company
We have audited the consolidated financial statements and schedules of The
Coca-Cola Company and subsidiaries listed in the accompanying index to financial
statements and schedules (Item 14(a)(1) and (a)(2)(a)). These financial
statements and schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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 consolidated 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, 1993 and 1992, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1993, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
As discussed in Note 1 to the consolidated financial statements, in 1993
the Company changed its method of accounting for postemployment benefits. As
discussed in Note 14 to the consolidated financial statements, in 1992 the
Company changed its method of accounting for postretirement benefits other than
pensions.
/s/ Ernst & Young
Atlanta, Georgia
January 25, 1994
F-1
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------
DEDUCTIONS BALANCE AT END OF PERIOD
BALANCE AT ------------------- --------------------
BEGINNING AMOUNTS AMOUNTS
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED FORGIVEN CURRENT NONCURRENT
- ---------------------------------- --------- -------- -------- -------- ------- ----------
H. Frey(c)........................ $ 233 $ -- $ 74 $ 12(f) $ 74 $ 73
G. J. Marazzini(a)................ 232 -- 5 227 -- --
E. Kappertz(d).................... 227 -- -- 12(f) 215 --
G. F. Muller(c)................... 154 -- 49 8(f) 49 48
K. Schick(e)...................... 153 -- 25 8(f) 25 95
R. Kluter(c)...................... 117 -- 37 6(f) 37 37
C. Davidson(b).................... 113 -- 113 -- -- --
B. Hader(c)....................... 107 -- 34 6(f) 34 33
--------- -------- -------- -------- ------- ----------
$ 1,336 $ -- $337 $279 $ 434 $286
--------- -------- -------- -------- ------- ----------
--------- -------- -------- -------- ------- ----------
- ---------------
(a) Twenty-five year mortgage loan at 4 percent interest.
(b) Term of less than one year (non-interest bearing).
(c) Three year unsecured notes receivable (non-interest bearing).
(d) Two year unsecured note receivable (non-interest bearing).
(e) Four year unsecured note receivable (non-interest bearing).
(f) Represents exchange variances.
F-2
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------
DEDUCTIONS BALANCE AT END OF PERIOD
BALANCE AT ------------------- --------------------
BEGINNING AMOUNTS AMOUNTS
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED FORGIVEN CURRENT NONCURRENT
- ---------------------------------- --------- -------- -------- -------- ------- ----------
G. J. Marazzini(a)................ $ 308 $ -- $ 11 $ 65(g) $ 10 $ 222
J. D. Giganti(b).................. 240 -- 240 -- -- --
C. Stucchi(a)..................... 126 -- 4 26(g) 4 92
V. Buda(a)........................ 102 -- 5 21(g) 4 72
H. Frey(d)........................ -- 233 -- -- 78 155
E. Kappertz(e).................... -- 227 -- -- -- 227
G. F. Muller(d)................... -- 154 -- -- 51 103
K. Schick(f)...................... -- 153 -- -- 25 128
R. Kluter(d)...................... -- 117 -- -- 39 78
B. Hader(d)....................... -- 107 -- -- 36 71
C. Davidson(c).................... -- 113 -- -- 113 --
--------- -------- -------- -------- ------- ----------
$ 776 $1,104 $260 $112 $ 360 $1,148
--------- -------- -------- -------- ------- ----------
--------- -------- -------- -------- ------- ----------
- ---------------
(a) Twenty-five year mortgage loans at 4 percent interest.
(b) Term of less than one year at 8.5 percent interest.
(c) Term of less than one year (non-interest bearing).
(d) Three year unsecured notes receivable (non-interest bearing).
(e) Two year unsecured note (non-interest bearing).
(f) Four year unsecured note (non-interest bearing).
(g) Represents exchange variances.
F-3
SCHEDULE II -- AMOUNTS RECEIVABLE FROM RELATED PARTIES AND
UNDERWRITERS, PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1991
(IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- -----------------------------------------------------------------------------------------------------
DEDUCTIONS BALANCE AT END OF PERIOD
BALANCE AT ------------------- --------------------
BEGINNING AMOUNTS AMOUNTS
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED FORGIVEN CURRENT NONCURRENT
- ---------------------------------- --------- -------- -------- -------- ------- ----------
G. J. Marazzini(a)................ $ 325 $ -- $ 11 $ 6(c) $ 12 $296
V. Buda(a)........................ 109 -- 5 2(c) 5 97
C. Stucchi(a)..................... 133 -- 4 3(c) 4 122
J. D. Giganti(b).................. -- 240 -- -- 240 --
--------- -------- -------- -------- ------- ----------
$ 567 $240 $ 20 $ 11 $ 261 $515
--------- -------- -------- -------- ------- ----------
--------- -------- -------- -------- ------- ----------
- ---------------
(a) Twenty-five year mortgage loans at 4 percent interest.
(b) Term of less than one year at 8.5 percent interest.
(c) Represents exchange variances.
F-4
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1993
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -------------------------------------------------------------------------------------------------------------
OTHER
BALANCE AT CHANGES-- BALANCE
BEGINNING ADDITIONS ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS (NOTE 1) OF PERIOD
- ---------------------------------- ----------- --------- ----------- -------------- ----------
AT COST
Land and citrus trees............. $ 203 $ 23 $ 30 $ 1 $ 197
Buildings and improvements........ 1,529 204 118 1 1,616
Machinery and equipment........... 3,137 507 280 16 3,380
Containers........................ 140 9 20 5 134
----------- --------- ----------- ------ ---------
5,009 743 448 23 5,327
AT COST OR INVENTORY AMOUNTS
Bottles and shells................ 234 65 64 34 269
----------- --------- ----------- ------ ---------
$ 5,243 $ 808 $ 512 $ 57 $ 5,596
----------- --------- ----------- ------ ---------
----------- --------- ----------- ------ ---------
- ---------------
Note 1 -- The amounts shown in Column E consist of the following:
BUILDINGS MACHINERY BOTTLES
LAND AND AND AND AND
CITRUS TREES IMPROVEMENTS EQUIPMENT CONTAINERS SHELLS TOTAL
------------ ------------ --------- ---------- ------- -----
Foreign currency translation............... $ (4) $(23) $ (49) $ (1) $ (17) $ (94)
Property, plant and equipment amounts of
acquired companies at dates of acquisition... 5 26 65 6 51 153
Amortization of leasehold improvements..... -- (2) -- -- -- (2)
------ ------ --------- ---------- ------- -----
$ 1 $ 1 $ 16 $ 5 $ 34 $ 57
------ ------ --------- ---------- ------- -----
------ ------ --------- ---------- ------- -----
F-5
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1992
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -------------------------------------------------------------------------------------------------------------
OTHER
BALANCE AT CHANGES-- BALANCE
BEGINNING ADDITIONS ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS (NOTE 1) OF PERIOD
- ---------------------------------- ----------- --------- ----------- ------------- ---------
AT COST
Land and citrus trees............. $ 173 $ 37 $ 3 $ (4) $ 203
Buildings and improvements........ 1,201 368 3 (37) 1,529
Machinery and equipment........... 2,680 589 106 (26) 3,137
Containers........................ 225 8 92 (1) 140
----------- --------- ----------- ------ ---------
4,279 1,002 204 (68) 5,009
AT COST OR INVENTORY AMOUNTS
Bottles and shells................ 166 81 22 9 234
----------- --------- ----------- ------ ---------
$ 4,445 $ 1,083 $ 226 $ (59) $ 5,243
----------- --------- ----------- ------ ---------
----------- --------- ----------- ------ ---------
- ---------------
Note 1 -- The amounts shown in Column E consist of the following:
BUILDINGS MACHINERY BOTTLES
LAND AND AND AND AND
CITRUS TREES IMPROVEMENTS EQUIPMENT CONTAINERS SHELLS TOTAL
------------ ------------ --------- ---------- ------- -----
Foreign currency translation.............. $ (8) $(48) $ (85) $ (2) $ (6) $(149)
Property, plant and equipment amounts of
acquired companies at dates of acquisition... 4 10 62 1 15 92
Amortization of leasehold improvements.... -- (2) -- -- -- (2)
Reclassifications between accounts........ -- 3 (3) -- -- --
------ ------ --------- ---------- ------- -----
$ (4) $(37) $ (26) $ (1) $ 9 $ (59)
------ ------ --------- ---------- ------- -----
------ ------ --------- ---------- ------- -----
F-6
SCHEDULE V -- PROPERTY, PLANT AND EQUIPMENT
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1991
(IN MILLIONS)
- --------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- --------------------------------------------------------------------------------------------------------------
OTHER
BALANCE AT CHANGES-- BALANCE
BEGINNING ADDITIONS ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS (NOTE 1) OF PERIOD
- ---------------------------------- ------------ --------- ----------- ------------- ---------
AT COST
Land and citrus trees............. $ 147 $ 21 $ 6 $ 11 $ 173
Buildings and improvements........ 1,060 152 30 19 1,201
Machinery and equipment........... 2,204 530 127 73 2,680
Containers........................ 254 7 41 5 225
------------ --------- ----------- ------ ---------
3,665 710 204 108 4,279
AT COST OR INVENTORY AMOUNTS
Bottles and shells................ 121 82 28 (9) 166
------------ --------- ----------- ------ ---------
$3,786 $ 792 $ 232 $ 99 $ 4,445
------------ --------- ----------- ------ ---------
------------ --------- ----------- ------ ---------
- ---------------
Note 1 -- The amounts shown in Column E consist of the following:
BUILDINGS MACHINERY BOTTLES
LAND AND AND AND AND
CITRUS TREES IMPROVEMENTS EQUIPMENT CONTAINERS SHELLS TOTAL
------------ ------------ --------- ---------- ------- -----
Foreign currency translation............... $ 6 $ 11 $30 $5 $(5) $47
Property, plant and equipment amounts of
acquired companies at dates of acquisition... 5 13 39 -- (4) 53
Amortization of leasehold improvements..... -- (1) -- -- -- (1)
Reclassifications between accounts......... -- (4) 4 -- -- --
--- --- --- -- ------- -----
$ 11 $ 19 $73 $5 $(9) $99
--- --- --- -- ------- -----
--- --- --- -- ------- -----
F-7
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1993
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -------------------------------------------------------------------------------------------------------------
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES-- BALANCE
BEGINNING COSTS AND ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS (NOTE 1) OF PERIOD
- --------------------------------- ----------- ---------- ----------- ------------- ---------
Citrus trees..................... $ 9 $ -- $ 9 $ -- $ --
Buildings and improvements....... 295 42 12 (11) 314
Machinery and equipment.......... 1,305 282 180 34 1,441
Containers....................... 89 8 18 1 80
Bottles and shells............... 19 1 5 17 32
----------- ---------- ----------- ------ ---------
$ 1,717 $333 $ 224 $ 41 $ 1,867
----------- ---------- ----------- ------ ---------
----------- ---------- ----------- ------ ---------
- ---------------
Note 1 -- The amounts shown in Column E consist of the following:
BUILDINGS MACHINERY BOTTLES
AND AND AND
IMPROVEMENTS EQUIPMENT CONTAINERS SHELLS TOTAL
------------ --------- ---------- ------- -----
Foreign currency translation................. $(13) $ (19) $ -- $ (1) $(33 )
Accumulated depreciation amounts of acquired
companies at dates of acquisition.......... 2 53 1 18 74
------ --------- ---------- ------- -----
$(11) $ 34 $ 1 $ 17 $ 41
------ --------- ---------- ------- -----
------ --------- ---------- ------- -----
F-8
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1992
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -------------------------------------------------------------------------------------------------------------
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES-- BALANCE
BEGINNING COSTS AND ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS (NOTE 1) OF PERIOD
- --------------------------------- ----------- ---------- ----------- ------------- ---------
Citrus trees..................... $ 9 $ -- $ -- $ -- $ 9
Buildings and improvements....... 260 39 1 (3) 295
Machinery and equipment.......... 1,110 259 56 (8) 1,305
Containers....................... 169 9 88 (1) 89
Bottles and shells............... 7 3 3 12 19
----------- ---------- ----------- ------ ---------
$ 1,555 $310 $ 148 $ -- $ 1,717
----------- ---------- ----------- ------ ---------
----------- ---------- ----------- ------ ---------
- ---------------
Note 1 -- The amounts shown in Column E consist of the following:
BUILDINGS MACHINERY BOTTLES
AND AND AND
IMPROVEMENTS EQUIPMENT CONTAINERS SHELLS TOTAL
------------ --------- ---------- ------- -----
Foreign currency translation......................... $ (6) $ (32) $ (1) $ (3) $ (42)
Accumulated depreciation amounts of acquired
companies at dates of acquisition.................. 3 24 -- 15 42
------ --------- ---------- ------- -----
$ (3) $ (8) $ (1) $ 12 $ --
------ --------- ---------- ------- -----
------ --------- ---------- ------- -----
F-9
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF PROPERTY, PLANT AND EQUIPMENT
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1991
(IN MILLIONS)
- -------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -------------------------------------------------------------------------------------------------------------
ADDITIONS OTHER
BALANCE AT CHARGED TO CHANGES-- BALANCE
BEGINNING COSTS AND ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD EXPENSES RETIREMENTS (NOTE 1) OF PERIOD
- --------------------------------- ----------- ---------- ----------- ------------- ---------
Citrus trees..................... $ 9 $ -- $ -- $ -- $ 9
Buildings and improvements....... 228 35 11 8 260
Machinery and equipment.......... 948 209 83 36 1,110
Containers....................... 189 9 31 2 169
Bottles and shells............... 26 1 15 (5) 7
----------- ---------- ----------- ------ ---------
$ 1,400 $254 $ 140 $ 41 $ 1,555
----------- ---------- ----------- ------ ---------
----------- ---------- ----------- ------ ---------
- ---------------
Note 1 -- The amounts shown in Column E consist of the following:
BUILDINGS MACHINERY BOTTLES
AND AND AND
IMPROVEMENTS EQUIPMENT CONTAINERS SHELLS TOTAL
------------ --------- ---------- ------- -----
Foreign currency translation..................... $ 2 $ 15 $ 3 $ -- $ 20
Accumulated depreciation amounts of acquired
companies at dates of acquisitions............. 6 21 (1) (5) 21
------ --------- ---------- ------- -----
$ 8 $ 36 $ 2 $ (5) $ 41
------ --------- ---------- ------- -----
------ --------- ---------- ------- -----
F-10
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1993
(IN MILLIONS)
- ------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------
ADDITIONS
---------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (NOTE 1) OF PERIOD
- ----------------------------------------------- ---------- ---------- -------- ---------- ---------
RESERVES DEDUCTED IN THE BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable................. $ 33 $ 24 $ -- $ 18 $ 39
Miscellaneous investments and other
assets.................................. 61 17 -- 7 71
Deferred tax assets....................... 63 12 -- -- 75
---------- ---------- -------- ---------- ---------
$157 $ 53 $ -- $ 25 $ 185
---------- ---------- -------- ---------- ---------
---------- ---------- -------- ---------- ---------
- ---------------
Note 1 -- The amounts shown in Column D consist of the following:
TRADE MISCELLANEOUS DEFERRED
ACCOUNTS INVESTMENTS TAX
RECEIVABLE AND OTHER ASSETS ASSETS TOTAL
---------- ---------------- -------- -----
Charge off of uncollectible accounts.................... $ 17 $ -- $ -- $ 17
Foreign exchange adjustments............................ 1 -- -- 1
Other transactions...................................... -- 7 -- 7
---------- ------ -------- -----
$ 18 $ 7 $ -- $ 25
---------- ------ -------- -----
---------- ------ -------- -----
F-11
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1992
(IN MILLIONS)
- ------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------
ADDITIONS
---------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (NOTE 1) OF PERIOD
- ----------------------------------------------- ---------- ---------- -------- ---------- ---------
RESERVES DEDUCTED IN THE BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable................. $ 35 $ 19 $ -- $ 21 $ 33
Miscellaneous investments and other
assets.................................. 39 23 -- 1 61
Deferred tax assets....................... 76 14 -- 27 63
---------- ---------- -------- ---------- ---------
$150 $ 56 $ -- $ 49 $ 157
---------- ---------- -------- ---------- ---------
---------- ---------- -------- ---------- ---------
- ---------------
Note 1 -- The amounts shown in Column D consist of the following:
MISCELLANEOUS
TRADE INVESTMENTS DEFERRED
ACCOUNTS AND OTHER TAX
RECEIVABLE ASSETS ASSETS TOTAL
---------- ------------- -------- -----
Charge off of uncollectible accounts..................... $ 19 $ 1 $ -- $ 20
Expiration or recognition of net operating loss
carryforwards.......................................... -- -- 27 27
Foreign exchange adjustments............................. 2 -- -- 2
---------- ------ -------- -----
$ 21 $ 1 $ 27 $ 49
---------- ------ -------- -----
---------- ------ -------- -----
F-12
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
THE COCA-COLA COMPANY AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1991
(IN MILLIONS)
- ------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E
- ------------------------------------------------------------------------------------------------------------
ADDITIONS
---------------------
(1) (2)
BALANCE AT CHARGED TO CHARGED BALANCE
BEGINNING COSTS AND TO OTHER DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS (NOTE 1) OF PERIOD
- ----------------------------------------------- ---------- ---------- -------- ---------- ---------
RESERVES DEDUCTED IN THE BALANCE SHEET FROM THE
ASSETS TO WHICH THEY APPLY
Allowance for losses on:
Trade accounts receivable................. $ 30 $ 23 $ -- $ 18 $ 35
Miscellaneous investments and other
assets.................................. 46 2 -- 9 39
Deferred tax assets....................... 42 34 -- -- 76
---------- ---------- -------- ---------- ---------
$118 $ 59 $ -- $ 27 $ 150
---------- ---------- -------- ---------- ---------
---------- ---------- -------- ---------- ---------
- ---------------
Note 1 -- The amounts shown in Column D consist of the following:
MISCELLANEOUS
TRADE INVESTMENTS DEFERRED
ACCOUNTS AND OTHER TAX
RECEIVABLE ASSETS ASSETS TOTAL
---------- ---------------- -------- -----
Charge off of uncollectible accounts.................... $ 18 $ -- $ -- $ 18
Reversal of allowance for unrealized loss............... -- 7 -- 7
Other transactions...................................... -- 2 -- 2
---------- ------ -------- -----
$ 18 $ 9 $ -- $ 27
---------- ------ -------- -----
---------- ------ -------- -----
F-13
SCHEDULE IX -- SHORT-TERM BORROWINGS
THE COCA-COLA COMPANY AND SUBSIDIARIES
(IN MILLIONS)
- -----------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E COL. F
- -----------------------------------------------------------------------------------------------------------------------
BALANCE AVERAGE AMOUNT WEIGHTED AVERAGE
AT END MAXIMUM AMOUNT OUTSTANDING DURING INTEREST RATE
CATEGORY OF AGGREGATE OF WEIGHTED AVERAGE OUTSTANDING DURING THE PERIOD DURING THE
SHORT-TERM BORROWINGS PERIOD INTEREST RATE THE PERIOD (NOTE 1) PERIOD (NOTE 2)
- ------------------------------- ------ ---------------- ------------------ ------------------ ----------------
Year Ended
December 31, 1993:
Notes payable to financial
institutions.............. $ 190 9.65% $ 222 $ 184 12.33%
Commercial paper............. 1,463 3.29% 2,298 1,754 3.25%
Year Ended
December 31, 1992:
Notes payable to financial
institutions.............. $ 216 12.14% $ 216 $ 185 14.15%
Commercial paper............. 1,856 3.47% 2,031 1,349 3.66%
Year Ended
December 31, 1991:
Notes payable to financial
institutions.............. $ 156 12.35% $ 219 $ 184 15.59%
Commercial paper............. 1,036 5.55% 2,044 1,212 6.13%
- ---------------
Note 1 -- The average amount outstanding during the period was computed by
dividing the sum of the month-end outstanding principal balances by 12
for notes payable and other short-term borrowings and by dividing the
sum of the daily weighted average outstanding principal balances by
365 for 1993, 366 for 1992 and 365 for 1991 for commercial paper.
Note 2 -- The weighted average interest rate during the period was computed by
dividing the actual interest expense by average short-term debt
outstanding. The Company's weighted average interest rates for United
States and international borrowings were approximately 5 and 15
percent, respectively, for 1993, 4 and 18 percent, respectively for
1992 and 7 and 18 percent, respectively, for 1991 on average amounts
outstanding during these years. Interest rates for international
operations are generally higher due primarily to borrowings in certain
high inflation countries.
F-14
SCHEDULE X -- SUPPLEMENTARY INCOME STATEMENT INFORMATION
THE COCA-COLA COMPANY AND SUBSIDIARIES
(IN MILLIONS)
- --------------------------------------------------------------------------------------------------
COL. A COL. B
- --------------------------------------------------------------------------------------------------
CHARGED TO COSTS AND
EXPENSES
--------------------------
YEAR ENDED DECEMBER 31,
--------------------------
1993 1992 1991
------ ------ ----
Maintenance and repairs............................................... $ 141 $ 162 $138
Advertising costs -- (Note 2)......................................... $1,126 $1,107 $988
- ---------------
Note 1 -- Royalties, taxes other than payroll and income taxes, and amortization
of intangible assets do not exceed one percent of net revenues and,
accordingly, are not included.
Note 2 -- Advertising costs as shown above do not include administrative
expenses, as it is not practical to determine these expenses.
F-15
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3.1 Certificate of Elimination of the Certificate of Designation, filed with the Restated
Certificate of Incorporation of the Company on September 30, 1993 -- incorporated herein by
reference to Exhibit 3.1 of the Registrant's Form 10-Q Quarterly Report for the quarter ended
September 30, 1993.
3.2 Restated Certificate of Incorporation of the Registrant, effective October 1, 1993 ---
incorporated herein by reference to Exhibit 3.2 of the Registrant's Form 10-Q Quarterly Report
for the quarter ended September 30, 1993.
3.3 By-Laws of the Registrant, effective April 15, 1993 -- incorporated herein by reference to
Exhibit 3.2 of the Registrant's Form 10-K Annual Report for the year ended December 31, 1993.
4.1 The Registrant agrees to furnish to the Securities and Exchange Commission, upon request, a copy
of any instrument defining the rights of holders of long-term debt of the Registrant and all of
its consolidated subsidiaries and unconsolidated subsidiaries for which financial statements are
required to be filed with the Securities and Exchange Commission.
10.1 Long Term Performance Incentive Plan of the Registrant, as amended--incorporated herein by
reference to Exhibit 10.1 of the Registrant's Form 10-K Annual Report for the year ended
December 31, 1989.
10.2 The Key Executive Retirement Plan of the Registrant, as amended.
10.3 Supplemental Disability Plan of the Registrant, as amended--incorporated herein by reference to
Exhibit 10.3 of the Registrant's Form 10-K Annual Report for the year ended December 31, 1991.
10.4 Annual Performance Incentive Plan of the Registrant, as amended--incorporated herein by
reference to Exhibit 10.4 of the Registrant's Form 10-K Annual Report for the year ended
December 31, 1989.
10.5 Agreement, dated February 28, 1983, between the Registrant and Roberto C. Goizueta--incorporated
herein by reference to Exhibit 10.5 of the Registrant's Form 10-K Annual Report for the year
ended December 31, 1988.
10.6 Amendment, dated February 10, 1984, to the Agreement dated February 28, 1983, between the
Registrant and Roberto C. Goizueta--incorporated herein by reference to Exhibit 10.6 of the
Registrant's Form 10-K Annual Report for the year ended December 31, 1988.
EXHIBIT NO. DESCRIPTION
10.7 1983 Stock Option Plan of the Registrant, as amended--incorporated herein by reference to
Exhibit 10.8 of the Registrant's Form 10-K Annual Report for the year ended December 31, 1991.
10.8 1987 Stock Option Plan of the Registrant, as amended--incorporated herein by reference to
Exhibit 10.9 of the Registrant's Form 10-K Annual Report for the year ended December 31, 1991.
10.9 1991 Stock Option Plan of the Registrant, as amended--incorporated herein by reference to
Exhibit 10.10 of the Registrant's Form 10-K Annual Report for the year ended December 31, 1991.
10.10 1983 Restricted Stock Award Plan of the Registrant, as amended--incorporated herein by reference
to Exhibit 10.11 of the Registrant's Form 10-K Annual Report for the year ended December 31,
1991.
10.11 1989 Restricted Stock Award Plan of the Registrant, as amended--incorporated herein by reference
to Exhibit 10.12 of the Registrant's Form 10-K Annual Report for the year ended December 31,
1991.
10.12 Performance Unit Agreement, dated December 19, 1985, between the Registrant and Roberto
C. Goizueta, as amended--incorporated herein by reference to Exhibit 10.10 of the Registrant's
Form 10-K Annual Report for the year ended December 31, 1989.
10.13 1986 Compensation Deferral and Investment Program, as amended--incorporated herein by reference
to Exhibit 10.15 of the Registrant's Form 10-K Annual Report for the year ended December 31,
1991.
10.14 Restricted Stock Agreement, dated August 4, 1982, between the Registrant and Roberto
C. Goizueta, as amended--incorporated herein by reference to Exhibit 10.13 of the Registrant's
Form 10-K Annual Report for the year ended December 31, 1989.
10.15 Incentive Unit Agreement, dated November 29, 1988, between the Registrant and Roberto
C. Goizueta, as amended--incorporated herein by reference to Exhibit 10.15 of the Registrant's
Form 10-K Annual Report for the year ended December 31, 1989.
10.16 Supplemental Health Plan of the Registrant--incorporated herein by reference to Exhibit 10.19 of
the Registrant's Form 10-K Annual Report for the year ended December 31, 1990.
10.17 Supplemental Benefit Plan of the Registrant, as amended.
10.18 Retirement Plan for the Board of Directors of Registrant, as amended--incorporated herein by
reference to Exhibit 10.22 of the Registrant's Form 10-K Annual Report for the year ended
December 31, 1991.
EXHIBIT NO. DESCRIPTION
10.19 Deferral Plan for the Board of Directors of Registrant--incorporated herein by reference to
Exhibit 10.23 of the Registrant's Form 10-K Annual Report for the year ended December 31, 1992.
10.20 Deferred Compensation Agreement for Officers or Key Executives of the Registrant.
10.21 Long Term Performance Incentive Plan, as amended.
10.22 Executive Performance Incentive Plan.
12.1 Computation of Ratio of Earnings to Fixed Charges for the years ended December 31, 1993, 1992,
1991, 1990 and 1989.
13.1 1993 Annual Report to Share Owners. (Pages 44-71, 73, 76 (definitions of "Dividend Payout Ratio,"
"Economic Profit," "Net Debt and Net Capital," "Return on Capital," "Return on Common Equity" and
"Total Capital") and 77).
21.1 List of subsidiaries of the Registrant as of December 31, 1993.
23.1 Consent of Independent Auditors.
24.1 Powers of Attorney of Officers and Directors signing this report.
99.1 Consolidated financial statements and financial statement schedules for Coca-Cola Enterprises
included in the Form 10-K Annual Report of Coca-Cola Enterprises for the fiscal year ended
December 31, 1993.