ý
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
(State or other jurisdiction of incorporation or organization)
|
|
58-0628465
(IRS Employer Identification No.)
|
One Coca-Cola Plaza
Atlanta, Georgia
(Address of principal executive offices)
|
|
30313
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
COMMON STOCK, $0.25 PAR VALUE
|
|
NEW YORK STOCK EXCHANGE
|
Large accelerated filer
ý
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
Page
|
|
||
Part I
|
|
|
Part II
|
|
|
Part III
|
|
|
Part IV
|
|
|
|
•
|
Eurasia and Africa
|
•
|
Europe
|
•
|
Latin America
|
•
|
North America
|
•
|
Pacific
|
•
|
Bottling Investments
|
•
|
Corporate
|
•
|
"concentrates" means flavoring ingredients and, depending on the product, sweeteners used to prepare syrups or finished beverages, and includes powders for purified water products such as Dasani;
|
•
|
"syrups" means beverage ingredients produced by combining concentrates and, depending on the product, sweeteners and added water;
|
•
|
"fountain syrups" means syrups that are sold to fountain retailers, such as restaurants and convenience stores, which use dispensing equipment to mix the syrups with sparkling or still water at the time of purchase to produce finished beverages that are served in cups or glasses for immediate consumption;
|
•
|
"sparkling beverages" means nonalcoholic ready-to-drink beverages with carbonation, including carbonated energy drinks and carbonated waters and flavored waters;
|
•
|
"still beverages" means nonalcoholic beverages without carbonation, including noncarbonated waters, flavored waters and enhanced waters, noncarbonated energy drinks, juices and juice drinks, ready-to-drink teas and coffees, and sports drinks;
|
•
|
"Company Trademark Beverages" means beverages bearing our trademarks and certain other beverage products bearing trademarks licensed to us by third parties for which we provide marketing support and from the sale of which we derive economic benefit; and
|
•
|
"Trademark Coca-Cola Beverages" or "Trademark Coca-Cola" means beverages bearing the trademark Coca-Cola or any trademark that includes Coca-Cola or Coke (that is, Coca-Cola, Diet Coke and Coca-Cola Zero and all their variations and line extensions, including Coca-Cola Light, caffeine free Diet Coke, Cherry Coke, etc.). Likewise, when we use the capitalized word "Trademark" together with the name of one of our other beverage products (such as "Trademark Fanta," "Trademark Sprite" or "Trademark Simply"), we mean beverages bearing the indicated trademark (that is, Fanta, Sprite or Simply, respectively) and all its variations and line extensions (such that "Trademark Fanta" includes Fanta Orange, Fanta Zero Orange, Fanta Apple, etc.; "Trademark Sprite" includes Sprite, Diet Sprite, Sprite Zero, Sprite Light, etc.; and "Trademark Simply" includes Simply Orange, Simply Apple, Simply Grapefruit, etc.).
|
•
|
beverage concentrates, sometimes referred to as "beverage bases," and syrups, including fountain syrups (we refer to this part of our business as our "concentrate business" or "concentrate operations"); and
|
•
|
finished sparkling and still beverages (we refer to this part of our business as our "finished product business" or "finished product operations").
|
Coca-Cola
|
Fanta
|
Dasani
|
Minute Maid Pulpy
|
Diet Coke/Coca-Cola Light
|
Minute Maid
|
Glacéau Vitaminwater
|
Del Valle
3
|
Coca-Cola Zero
|
Powerade
|
Georgia
1
|
Ayataka
4
|
Sprite
|
Aquarius
|
Simply
2
|
I Lohas
5
|
1
|
Georgia is primarily a coffee brand sold mainly in Japan.
|
2
|
Simply is a juice and juice drink brand sold in North America.
|
3
|
The Company manufactures, markets and sells juices and juice drinks under the Del Valle trademark through joint ventures with our bottling partners in Mexico and Brazil.
|
4
|
Ayataka is a green tea brand sold in Japan.
|
5
|
I Lohas is a water brand sold in Japan.
|
•
|
Coca-
Cola
Hellenic Bottling Company S.A. ("Coca-Cola Hellenic")
|
•
|
Coca-Cola FEMSA, S.A.B. de C.V. ("Coca-Cola FEMSA")
|
•
|
Coca-Cola Amatil Limited ("Coca-Cola Amatil")
|
•
|
below
a "safe harbor" threshold that may be established;
|
•
|
naturally
occurring;
|
•
|
the
result
of necessary cooking; or
|
•
|
subject
to another applicable exemption.
|
1
|
On July 27, 2012, the Company's certificate of incorporation was amended to increase the number of authorized shares of common stock from
5.6 billion
to
11.2 billion
and effect a
two
-for-
one
stock split of the common stock. The record date for the stock split was July 27, 2012, and the additional shares were distributed on August 10, 2012. Each shareowner of record on the close of business on the record date received one additional share of common stock for each share held. All per share data presented above reflects the impact of the stock split.
|
Period
|
Total Number of
Shares Purchased
1
|
|
|
Average
Price Paid
Per Share
|
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
2
|
|
|
Maximum Number of
Shares That May
Yet Be Purchased
Under the Publicly
Announced Plans
3
|
|
|
September 29, 2012 through October 26, 2012
|
4,241,041
|
|
|
$
|
37.53
|
|
|
4,240,000
|
|
|
563,008,144
|
|
October 27, 2012 through November 23, 2012
|
8,326,995
|
|
|
36.88
|
|
|
8,134,100
|
|
|
554,874,044
|
|
|
November 24, 2012 through December 31, 2012
|
11,936,130
|
|
|
37.21
|
|
|
11,930,900
|
|
|
542,943,144
|
|
|
Total
|
24,504,166
|
|
|
$
|
37.15
|
|
|
24,305,000
|
|
|
|
|
1
|
The total number of shares purchased includes: (i) shares purchased pursuant to the 2006 Plan described in footnote 2 below, and (ii) shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees, totaling 1,041 shares, 192,895 shares and 5,230 shares for the fiscal months of October, November and December 2012, respectively.
|
2
|
On July 20, 2006, we publicly announced that our Board of Directors had authorized a plan (the "2006 Plan") for the Company to purchase up to 300 million shares of our Company's common stock. This column discloses the number of shares purchased pursuant to the 2006 Plan during the indicated time periods.
|
3
|
On October 18, 2012, the Company publicly announced that our Board of Directors had authorized a new plan (the "2012 Plan") for the Company to purchase up to 500 million shares of our Company's common stock. The 2012 Plan will allow the Company to continue repurchasing shares following the completion of the 2006 Plan. The maximum number of shares that may yet be purchased under the publicly announced plans reflects the combined total available under both the 2006 Plan and the 2012 Plan.
|
December 31,
|
2007
|
|
2008
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
||||||
The Coca-Cola Company
|
$
|
100
|
|
$
|
76
|
|
$
|
99
|
|
$
|
118
|
|
$
|
129
|
|
$
|
137
|
|
Peer Group Index
|
100
|
|
76
|
|
92
|
|
108
|
|
128
|
|
142
|
|
||||||
S&P 500 Index
|
100
|
|
63
|
|
80
|
|
92
|
|
94
|
|
109
|
|
1
|
Includes the impact of the Company's acquisition of CCE's former North America business and the sale of our Norwegian and Swedish bottling operations to New CCE. Both of these transactions occurred on October 2, 2010. This information also includes the impact of the deconsolidation of certain entities, primarily bottling operations, on January 1, 2010, as a result of the Company's adoption of new accounting guidance issued by the Financial Accounting Standards Board ("FASB"). Refer to
Note 1
and
Note 2
of Notes to Consolidated Financial Statements.
|
2
|
Effective January 1, 2012, the Company elected to change our accounting methodology for determining the market-related value of assets for our U.S. qualified defined benefit pension plans. The Company's change in accounting methodology has been applied retrospectively, and we have adjusted all prior period financial information presented herein as required.
|
3
|
On July 27, 2012, the Company's certificate of incorporation was amended to increase the number of authorized shares of common stock from
5.6 billion
to
11.2 billion
and effect a
two
-for-
one
stock split of the common stock. The record date for the stock split was July 27, 2012, and the additional shares were distributed on August 10, 2012. Each shareowner of record on the close of business on the record date received one additional share of common stock for each share held. All share and per share data presented herein reflect the impact of the increase in authorized shares and the stock split, as appropriate.
|
•
|
Our Business
— a general description of our business and the nonalcoholic beverage segment of the commercial beverage industry, our objective, our strategic priorities, our core capabilities, and challenges and risks of our business.
|
•
|
Critical Accounting Policies and Estimates
— a discussion of accounting policies that require critical judgments and estimates.
|
•
|
Operations Review
— an analysis of our Company's consolidated results of operations for the three years presented in our consolidated financial statements. Except to the extent that differences among our operating segments are material to an understanding of our business as a whole, we present the discussion in the MD&A on a consolidated basis.
|
•
|
Liquidity, Capital Resources and Financial Position
— an analysis of cash flows; off-balance sheet arrangements and aggregate contractual obligations; foreign exchange; the impact of inflation and changing prices; and an overview of financial position.
|
•
|
beverage concentrates, sometimes referred to as "beverage bases," and syrups, including fountain syrups (we refer to this part of our business as our "concentrate business" or "concentrate operations"); and
|
•
|
finished sparkling and still beverages (we refer to this part of our business as our "finished product business" or "finished product operations").
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
Concentrate operations
1
|
38
|
%
|
39
|
%
|
51
|
%
|
Finished product operations
2.3
|
62
|
|
61
|
|
49
|
|
Net operating revenues
|
100
|
%
|
100
|
%
|
100
|
%
|
1
|
Includes concentrates sold by the Company to authorized bottling partners for the manufacture of fountain syrups. The bottlers then typically sell the fountain syrups to wholesalers or directly to fountain retailers.
|
2
|
Includes fountain syrups manufactured by the Company, including consolidated bottling operations, and sold to fountain retailers or to authorized fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers.
|
3
|
Includes net operating revenues related to our acquisition of CCE's former North America business for the full year in 2012 and 2011. In 2010, the percentage includes net operating revenues from the date of the CCE acquisition on October 2, 2010.
|
Year Ended December 31,
|
2012
|
|
2011
|
|
2010
|
|
Concentrate operations
1
|
70
|
%
|
70
|
%
|
76
|
%
|
Finished product operations
2,3
|
30
|
|
30
|
|
24
|
|
Total worldwide unit case volume
|
100
|
%
|
100
|
%
|
100
|
%
|
1
|
Includes unit case volume related to concentrates sold by the Company to authorized bottling partners for the manufacture of fountain syrups. The bottlers then typically sell the fountain syrups to wholesalers or directly to fountain retailers.
|
2
|
Includes unit case volume related to fountain syrups manufactured by the Company, including consolidated bottling operations, and sold to fountain retailers or to authorized fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers.
|
3
|
Includes unit case volume related to our acquisition of CCE's former North America business for the full year in 2012 and 2011. In 2010, the percentage includes unit case volume from the date of the CCE acquisition on October 2, 2010.
|
•
|
People: Being a great place to work where people are inspired to be the best they can be.
|
•
|
Portfolio: Bringing to the world a portfolio of beverage brands that anticipates and satisfies people's desires and needs.
|
•
|
Partners: Nurturing a winning network of partners and building mutual loyalty.
|
•
|
Planet: Being a responsible global citizen that makes a difference.
|
•
|
Profit: Maximizing return to shareowners while being mindful of our overall responsibilities.
|
•
|
Productivity: Managing our people, time and money for greatest effectiveness.
|
•
|
Principles of Consolidation
|
•
|
Purchase Accounting for Acquisitions
|
•
|
Recoverability of Noncurrent Assets
|
•
|
Pension Plan Valuations
|
•
|
Revenue Recognition
|
•
|
Income Taxes
|
December 31, 2012
|
Carrying
Value
|
|
|
Percentage
of Total
Assets
|
|
|
Equity method investments
|
$
|
9,216
|
|
|
11
|
%
|
Securities classified as available-for-sale
|
4,593
|
|
|
5
|
|
|
Securities classified as trading
|
266
|
|
|
*
|
|
|
Cost method investments
|
145
|
|
|
*
|
|
|
Total
|
$
|
14,220
|
|
|
17
|
%
|
*
|
Accounts for less than 1 percent of the Company's total assets.
|
December 31, 2012
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Difference
|
|
|||
Coca-Cola FEMSA, S.A.B. de C.V.
|
$
|
8,601
|
|
|
$
|
2,074
|
|
|
$
|
6,527
|
|
Coca-Cola Amatil Limited
|
3,133
|
|
|
1,125
|
|
|
2,008
|
|
|||
Coca-Cola Hellenic Bottling Company S.A.
|
1,865
|
|
|
1,368
|
|
|
497
|
|
|||
Coca-Cola İçecek A.Ş.
|
1,055
|
|
|
215
|
|
|
840
|
|
|||
Embotelladora Andina S.A.
|
787
|
|
|
389
|
|
|
398
|
|
|||
Coca-Cola Central Japan Co., Ltd.
|
188
|
|
|
176
|
|
|
12
|
|
|||
Coca-Cola Bottling Co. Consolidated
|
165
|
|
|
84
|
|
|
81
|
|
|||
Mikuni Coca-Cola Bottling Co., Ltd.
|
106
|
|
|
105
|
|
|
1
|
|
|||
Total
|
$
|
15,900
|
|
|
$
|
5,536
|
|
|
$
|
10,364
|
|
December 31, 2012
|
Carrying
Value
|
|
|
Percentage
of Total
Assets
|
|
|
Goodwill
|
$
|
12,255
|
|
|
14
|
%
|
Bottlers' franchise rights with indefinite lives
|
7,405
|
|
|
9
|
|
|
Trademarks with indefinite lives
|
6,527
|
|
|
8
|
|
|
Definite-lived intangible assets, net
|
1,039
|
|
|
1
|
|
|
Other intangible assets not subject to amortization
|
111
|
|
|
*
|
|
|
Total
|
$
|
27,337
|
|
|
32
|
%
|
*
|
Accounts for less than 1 percent of the Company's total assets.
|
|
Percent Change
|
||||||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||
Year Ended December 31,
|
Unit Cases
1,2
|
|
|
Concentrate
Sales
|
|
|
Unit Cases
1,2
|
|
|
Concentrate
Sales
|
|
Worldwide
|
4
|
%
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
Eurasia & Africa
|
11
|
%
|
|
10
|
%
|
|
6
|
%
|
|
5
|
%
|
Europe
|
(1
|
)
|
|
(2
|
)
|
|
2
|
|
|
1
|
|
Latin America
|
5
|
|
|
5
|
|
|
6
|
|
|
5
|
|
North America
|
2
|
|
|
2
|
|
|
4
|
|
|
4
|
|
Pacific
|
5
|
|
|
3
|
|
|
5
|
|
|
6
|
|
Bottling Investments
|
10
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
1
|
Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only.
|
2
|
Geographic segment data reflects unit case volume growth for all bottlers, both consolidated and unconsolidated, and distributors in the applicable geographic areas.
|
|
|
|
|
|
|
|
Percent Change
|
||||||||||
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
|||||
(In millions except percentages and per share data)
|
|
|
As Adjusted
1,2
|
|
|
|
|
||||||||||
NET OPERATING REVENUES
|
$
|
48,017
|
|
|
$
|
46,542
|
|
|
$
|
35,119
|
|
|
3
|
%
|
|
33
|
%
|
Cost of goods sold
|
19,053
|
|
|
18,215
|
|
|
12,693
|
|
|
5
|
|
|
44
|
|
|||
GROSS PROFIT
|
28,964
|
|
|
28,327
|
|
|
22,426
|
|
|
2
|
|
|
26
|
|
|||
GROSS PROFIT MARGIN
|
60.3
|
%
|
|
60.9
|
%
|
|
63.9
|
%
|
|
|
|
|
|
|
|||
Selling, general and administrative expenses
|
17,738
|
|
|
17,422
|
|
|
13,194
|
|
|
2
|
|
|
32
|
|
|||
Other operating charges
|
447
|
|
|
732
|
|
|
819
|
|
|
*
|
|
|
*
|
|
|||
OPERATING INCOME
|
10,779
|
|
|
10,173
|
|
|
8,413
|
|
|
6
|
|
|
21
|
|
|||
OPERATING MARGIN
|
22.4
|
%
|
|
21.9
|
%
|
|
24.0
|
%
|
|
|
|
|
|
|
|||
Interest income
|
471
|
|
|
483
|
|
|
317
|
|
|
(2
|
)
|
|
52
|
|
|||
Interest expense
|
397
|
|
|
417
|
|
|
733
|
|
|
(5
|
)
|
|
(43
|
)
|
|||
Equity income (loss) — net
|
819
|
|
|
690
|
|
|
1,025
|
|
|
19
|
|
|
(33
|
)
|
|||
Other income (loss) — net
|
137
|
|
|
529
|
|
|
5,185
|
|
|
*
|
|
|
*
|
|
|||
INCOME BEFORE INCOME TAXES
|
11,809
|
|
|
11,458
|
|
|
14,207
|
|
|
3
|
|
|
(19
|
)
|
|||
Income taxes
|
2,723
|
|
|
2,812
|
|
|
2,370
|
|
|
(3
|
)
|
|
19
|
|
|||
Effective tax rate
|
23.1
|
%
|
|
24.5
|
%
|
|
16.7
|
%
|
|
|
|
|
|
|
|||
CONSOLIDATED NET INCOME
|
9,086
|
|
|
8,646
|
|
|
11,837
|
|
|
5
|
|
|
(27
|
)
|
|||
Less: Net income attributable to noncontrolling interests
|
67
|
|
|
62
|
|
|
50
|
|
|
8
|
|
|
24
|
|
|||
NET INCOME ATTRIBUTABLE TO SHAREOWNERS OF
THE COCA-COLA COMPANY
|
$
|
9,019
|
|
|
$
|
8,584
|
|
|
$
|
11,787
|
|
|
5
|
%
|
|
(27
|
)%
|
BASIC NET INCOME PER SHARE
3
|
$
|
2.00
|
|
|
$
|
1.88
|
|
|
$
|
2.55
|
|
|
6
|
%
|
|
(26
|
)%
|
DILUTED NET INCOME PER SHARE
3
|
$
|
1.97
|
|
|
$
|
1.85
|
|
|
$
|
2.53
|
|
|
6
|
%
|
|
(27
|
)%
|
*
|
Calculation is not meaningful.
|
1
|
Effective January 1, 2012, the Company elected to change our accounting methodology for determining the market-related value of assets for our U.S. qualified defined benefit pension plans. The Company's change in accounting methodology has been applied retrospectively, and we have adjusted all prior period financial information presented herein as required.
|
2
|
On July 27, 2012, the Company's certificate of incorporation was amended to increase the number of authorized shares of common stock from
5.6 billion
to
11.2 billion
and effect a
two
-for-
one
stock split of the common stock. The record date for the stock split was July 27, 2012, and the additional shares were distributed on August 10, 2012. Each shareowner of record on the close of business on the record date received one additional share of common stock for each share held. All share and per share data presented herein reflect the impact of the increase in authorized shares and the stock split, as appropriate.
|
3
|
Calculated based on net income attributable to shareowners of The Coca-Cola Company.
|
|
Percent Change 2012 vs. 2011
|
|||||||||||||
|
Volume
1
|
|
|
Structural Changes
|
|
|
Price, Product &
Geographic Mix
|
|
|
Currency
Fluctuations
|
|
|
Total
|
|
Consolidated
|
4
|
%
|
|
1
|
%
|
|
1
|
%
|
|
(3
|
)%
|
|
3
|
%
|
Eurasia & Africa
|
10
|
%
|
|
—
|
%
|
|
4
|
%
|
|
(9
|
)%
|
|
5
|
%
|
Europe
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(6
|
)
|
Latin America
|
5
|
|
|
(1
|
)
|
|
7
|
|
|
(8
|
)
|
|
3
|
|
North America
|
2
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
5
|
|
Pacific
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
3
|
|
Bottling Investments
|
6
|
|
|
3
|
|
|
1
|
|
|
(6
|
)
|
|
4
|
|
Corporate
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
1
|
Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating segments (expressed in equivalent unit cases). For our Bottling Investments operating segment, this represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume after considering the impact of structural changes. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only. Refer to the heading "Beverage Volume" above.
|
•
|
Our consolidated results were unfavorably impacted by geographic mix as a result of growth in our emerging and developing markets which are recovering from the global recession at a quicker pace than our developed markets. The revenue per unit sold in our emerging markets is generally less than in developed markets;
|
•
|
Eurasia and Africa was favorably impacted as a result of price increases across a number of our key markets as well as improved product mix;
|
•
|
Latin America was favorably impacted as a result of price increases across a number of our key markets; and
|
•
|
North America was favorably impacted as a result of price increases, including positive pricing for sparkling beverages.
|
|
Percent Change 2011 vs. 2010
|
|||||||||||||
|
Volume
2
|
|
|
Structural Changes
|
|
|
Price, Product &
Geographic Mix
|
|
|
Currency
Fluctuations
|
|
|
Total
|
|
International (including Bottling Investments)
1
|
5
|
%
|
|
(3
|
)%
|
|
2
|
%
|
|
4
|
%
|
|
8
|
%
|
Eurasia & Africa
|
5
|
%
|
|
—
|
%
|
|
7
|
%
|
|
(1
|
)%
|
|
11
|
%
|
Europe
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
Latin America
|
5
|
|
|
(2
|
)
|
|
7
|
|
|
4
|
|
|
14
|
|
Pacific
|
6
|
|
|
—
|
|
|
(2
|
)
|
|
7
|
|
|
11
|
|
Bottling Investments
|
4
|
|
|
(8
|
)
|
|
3
|
|
|
4
|
|
|
3
|
|
1
|
Represents the total change in net operating revenues for Bottling Investments and each of our geographic operating segments, excluding North America.
|
2
|
Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating segments (expressed in equivalent unit cases). For our Bottling Investments operating segment, this represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume after considering the impact of structural changes. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only. Refer to the heading "Beverage Volume" above.
|
•
|
Our international and Bottling Investments operating segments' results were unfavorably impacted by geographic mix as a result of growth in our emerging and developing markets. The revenue per unit sold in those markets is generally less than in developed markets;
|
•
|
Eurasia and Africa was favorably impacted by price mix as a result of pricing increases in a number of key markets;
|
•
|
Europe's price mix was even, including a negative 1 percent impact as a result of a change in our concentrate pricing strategy in Germany with our consolidated bottler;
|
•
|
Latin America was favorably impacted by price mix as a result of pricing increases in a number of key markets. Also, still beverages grew faster than sparkling beverages in Latin America, bolstered by the strong performance of Del Valle;
|
•
|
Pacific was unfavorably impacted by geographic mix due to the growth in emerging and developing markets. The revenue per unit sold in those markets is generally less than in developed markets;
|
•
|
Pacific was unfavorably impacted by channel and product mix due to the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011; and
|
•
|
Bottling Investments was favorably impacted by price mix as a result of pricing increases in a number of key markets, including China, India and Latin America.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
Eurasia & Africa
|
5.9
|
%
|
|
5.8
|
%
|
|
6.9
|
%
|
Europe
|
9.3
|
|
|
10.3
|
|
|
12.6
|
|
Latin America
|
9.5
|
|
|
9.4
|
|
|
11.0
|
|
North America
|
45.1
|
|
|
44.2
|
|
|
31.7
|
|
Pacific
|
11.6
|
|
|
11.7
|
|
|
14.1
|
|
Bottling Investments
|
18.3
|
|
|
18.3
|
|
|
23.4
|
|
Corporate
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
|
|
|
As Adjusted
|
||||||||
Stock-based compensation expense
|
$
|
259
|
|
|
$
|
354
|
|
|
$
|
380
|
|
Advertising expenses
|
3,342
|
|
|
3,256
|
|
|
2,917
|
|
|||
Bottling and distribution expenses
|
8,905
|
|
|
8,502
|
|
|
3,902
|
|
|||
Other operating expenses
|
5,232
|
|
|
5,310
|
|
|
5,995
|
|
|||
Selling, general and administrative expenses
|
$
|
17,738
|
|
|
$
|
17,422
|
|
|
$
|
13,194
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Eurasia & Africa
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
7
|
|
Europe
|
(3
|
)
|
|
25
|
|
|
50
|
|
|||
Latin America
|
—
|
|
|
4
|
|
|
—
|
|
|||
North America
|
255
|
|
|
374
|
|
|
133
|
|
|||
Pacific
|
1
|
|
|
54
|
|
|
22
|
|
|||
Bottling Investments
|
164
|
|
|
89
|
|
|
122
|
|
|||
Corporate
|
30
|
|
|
174
|
|
|
485
|
|
|||
Total
|
$
|
447
|
|
|
$
|
732
|
|
|
$
|
819
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
Eurasia & Africa
|
10.8
|
%
|
|
10.7
|
%
|
|
11.6
|
%
|
Europe
|
27.5
|
|
|
30.4
|
|
|
35.4
|
|
Latin America
|
26.7
|
|
|
27.7
|
|
|
28.6
|
|
North America
|
24.1
|
|
|
22.8
|
|
|
18.1
|
|
Pacific
|
22.5
|
|
|
21.1
|
|
|
24.3
|
|
Bottling Investments
|
1.3
|
|
|
2.2
|
|
|
2.7
|
|
Corporate
|
(12.9
|
)
|
|
(14.9
|
)
|
|
(20.7
|
)
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
Consolidated
|
22.4
|
%
|
|
21.9
|
%
|
|
24.0
|
%
|
Eurasia & Africa
|
41.5
|
%
|
|
40.6
|
%
|
|
40.4
|
%
|
Europe
|
66.1
|
|
|
64.7
|
|
|
67.3
|
|
Latin America
|
63.1
|
|
|
63.9
|
|
|
62.0
|
|
North America
|
12.0
|
|
|
11.3
|
|
|
13.6
|
|
Pacific
|
43.6
|
|
|
39.4
|
|
|
41.4
|
|
Bottling Investments
|
1.6
|
|
|
2.6
|
|
|
2.8
|
|
Corporate
|
*
|
|
|
*
|
|
|
*
|
|
*
|
Calculation is not meaningful.
|
•
|
In 2012, foreign currency exchange rates unfavorably impacted consolidated operating income by 5 percent. The unfavorable impact of changes in foreign currency exchange rates was primarily due to a stronger U.S. dollar compared to certain other foreign currencies, including the euro, Mexican peso, Brazilian real, British pound, South African rand and Australian dollar, which impacted the Eurasia and Africa, Europe, Latin America, Pacific and Bottling Investments operating segments. The unfavorable impact of a stronger U.S. dollar compared to the currencies listed above was partially offset by the impact of a weaker U.S. dollar compared to certain other foreign currencies, including the Japanese yen, which had a favorable impact on our Pacific operating segment. Refer to the heading "Liquidity, Capital Resources and Financial Position — Foreign Exchange" below.
|
•
|
In 2012, operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 11 percent for Eurasia and Africa, 4 percent for Europe, 10 percent for Latin America, 19 percent for Bottling Investments and 1 percent for Corporate. Operating income was favorably impacted by fluctuations in foreign currency exchange rates by 2 percent for Pacific. Fluctuations in foreign currency exchange rates had a minimal impact on operating income for North America.
|
•
|
In 2012, our consolidated operating margin was favorably impacted by geographic mix. The favorable geographic mix was primarily due to many of our emerging markets recovering from the global recession at a quicker pace than our developed markets. Although this shift in geographic mix has a negative impact on net operating revenues, it generally has a favorable impact on our gross profit margin and operating margin due to the correlated impact it has on our product mix. The product mix in the majority of our emerging and developing markets is more heavily skewed toward products in our sparkling beverage portfolio, which generally yield a higher gross profit margin compared to our still beverages and finished products. Consequently, the shift in our geographic mix is driving favorable product mix from a global perspective.
|
•
|
In 2012, our consolidated operating income and operating margin were favorably impacted by the reversal of previously recognized expenses related to the Company's long-term incentive compensation programs. As a result of the Company's revised outlook of the unfavorable impact foreign currency fluctuations are projected to have on certain performance periods, the Company lowered the estimated payouts associated with these periods.
|
•
|
In 2012, operating income increased for Eurasia and Africa due to volume and revenue growth across the operating segment.
|
•
|
In 2012, operating income declined for Europe as a result of lower sales volume and shifts in product, package and channel mix across markets, partially offset by efficient expense management.
|
•
|
In 2012, operating income increased for Latin America, reflecting solid volume growth and favorable pricing across the group, partially offset by continued investments in the business, including some initial investments related to the 2014 World Cup.
|
•
|
In 2012, operating income increased for North America, primarily due to positive volume growth and favorable pricing, partially offset by higher commodity costs and ongoing investment in marketplace executional capabilities.
|
•
|
In 2012, operating income was reduced by $21 million for North America due to costs associated with the Company detecting residues of carbendazim, a fungicide that is not registered in the United States for use on citrus products, in orange juice imported from Brazil for distribution in the United States. As a result, the Company began purchasing additional supplies of Florida orange juice at a higher cost than Brazilian orange juice.
|
•
|
In 2012, operating income was reduced by $20 million for North America due to changes in the Company's ready-to-drink tea strategy as a result of our current U.S. license agreement with Nestlé terminating at the end of 2012.
|
•
|
In 2012, operating income was reduced by $1 million for Europe, $227 million for North America, $3 million for Pacific, $164 million for Bottling Investments and $38 million for Corporate due to charges related to the Company's productivity and reinvestment program as well as other restructuring initiatives.
|
•
|
In 2012, operating income was increased by $4 million for Europe, $1 million for Pacific and $5 million for Corporate due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives.
|
•
|
In 2012, operating income was increased by $6 million for North America due to the refinement of previously established accruals related to the Company's integration of CCE's former North America business.
|
•
|
In 2011, foreign currency exchange rates favorably impacted consolidated operating income by 4 percent. The favorable impact of changes in foreign currency exchange rates was primarily due to a weaker U.S. dollar compared to most foreign currencies, including the Japanese yen, Mexican peso, Brazilian real, British pound, South African rand and Australian dollar, which had a favorable impact on the Eurasia and Africa, Europe, Latin America, Pacific and Bottling Investments operating segments. Refer to the heading "Liquidity, Capital Resources and Financial Position — Foreign Exchange" below.
|
•
|
In 2011, operating income was favorably impacted by fluctuations in foreign currency exchange rates by 2 percent for Europe, 4 percent for Latin America, 1 percent for North America, 7 percent for Pacific, 7 percent for Bottling Investments and 1 percent for Corporate. Operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 1 percent for Eurasia and Africa.
|
•
|
In 2011, our consolidated operating margin was favorably impacted by geographic mix. The favorable geographic mix was primarily due to many of our emerging markets recovering from the global recession at a quicker pace than our developed markets. Although this shift in geographic mix has a negative impact on net operating revenues, it generally has a favorable impact on our gross profit margin and operating margin due to the correlated impact it has on our product mix. The product mix in the majority of our emerging and developing markets is more heavily skewed toward products in our sparkling beverage portfolio, which generally yield a higher gross profit margin compared to our still beverages and finished products.
|
•
|
In 2011, operating income and operating margin for Europe were unfavorably impacted by a change in our concentrate pricing strategy in Germany with our consolidated bottler.
|
•
|
In 2011, operating income and operating margin for Latin America were favorably impacted by volume growth across all of the group's business units and pricing increases in key markets, partially offset by continued investments in the business.
|
•
|
In 2011, the operating margin for North America was unfavorably impacted by the full year impact of the Company's acquisition of CCE's former North America business. Generally, bottling and finished product operations have higher net operating revenues but lower operating margins when compared to concentrate and syrup operations. The impact of this transaction was also reflected in the Company's operating margin. Refer to the heading "Structural Changes, Acquired Brands and New License Agreements" above.
|
•
|
In 2011, operating income and operating margin for North America were unfavorably impacted by higher commodity costs in the segment's finished product businesses.
|
•
|
In 2011, operating income was reduced by $19 million for North America due to the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business.
|
•
|
In 2011, operating income and operating margin for Pacific and North America were unfavorably impacted as a result of the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Operating income was reduced by $82 million and $2 million for Pacific and North America, respectively. The charges were primarily related to the Company's charitable donations in support of relief and rebuilding efforts in Japan as well as funds we provided to certain bottling partners in the affected regions.
|
•
|
In 2011, operating income was reduced by $10 million for Corporate due to charges associated with the floods in Thailand that impacted the Company's supply chain operations in the region.
|
•
|
In 2011, operating income was reduced by $12 million for Eurasia and Africa, $25 million for Europe, $4 million for Latin America, $374 million for North America, $4 million for Pacific, $89 million for Bottling Investments and $164 million for Corporate, primarily due to the Company’s productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal.
|
•
|
In 2010, foreign currency exchange rates favorably impacted consolidated operating income by 3 percent. The favorable impact of changes in foreign currency exchange rates was primarily due to a weaker U.S. dollar compared to most foreign currencies, including the Japanese yen, Mexican peso, Brazilian real, South African rand and Australian dollar, which had a favorable impact on the Eurasia and Africa, Latin America, Pacific and Bottling Investments operating segments. The favorable impact of a weaker U.S. dollar compared to the aforementioned currencies was partially offset by the impact of a stronger U.S. dollar compared to certain other foreign currencies, including the euro and British pound, which had an unfavorable impact on the Europe and Bottling Investments operating segments. Refer to the heading "Liquidity, Capital Resources and Financial Position — Foreign Exchange" below.
|
•
|
In 2010, operating income was favorably impacted by fluctuations in foreign currency exchange rates by 7 percent for Eurasia and Africa, 3 percent for Latin America, 8 percent for Pacific and 9 percent for Bottling Investments. Operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 1 percent for Europe. Fluctuations in foreign currency exchange rates had a minimal impact on operating income for North America and Corporate.
|
•
|
In 2010, our consolidated operating margin was favorably impacted by geographic mix. The favorable geographic mix was primarily due to many of our emerging markets recovering from the global recession at a quicker pace than our developed markets. Although this shift in geographic mix has a negative impact on net operating revenues, it generally has a favorable impact on our gross profit margin and operating margin due to the correlated impact it has on our product mix. The product mix in the majority of our emerging and developing markets is more heavily skewed toward products in our sparkling beverage portfolio, which generally yield a higher gross profit margin compared to our still beverages and finished products.
|
•
|
In 2010, our consolidated operating margin was favorably impacted by the deconsolidation of certain entities as a result of the Company's adoption of new accounting guidance issued by the FASB. These entities are primarily bottling operations and have been accounted for under the equity method of accounting since they were deconsolidated on January 1, 2010. Generally, bottling and finished product operations produce higher net revenues but lower operating margins compared to concentrate and syrup operations. The majority of the deconsolidated entities had previously been included in our Bottling Investments operating segment.
|
•
|
In 2010, the operating margin for the Latin America operating segment was favorably impacted by the sale of 50 percent of our ownership interest in Leão Junior, resulting in its deconsolidation, as well as the deconsolidation of certain entities as a result of the Company's adoption of new accounting guidance issued by the FASB. Price and product mix also favorably impacted Latin America's operating income and operating margin during the year.
|
•
|
In 2010, the operating margin for the North America operating segment was unfavorably impacted by the Company's acquisition of CCE's former North America business. Generally, bottling and finished product operations have higher net operating revenues but lower operating margins when compared to concentrate and syrup operations. Refer to the heading "Structural Changes, Acquired Brands and New License Agreements" above. Refer to
Note 2
of Notes to Consolidated Financial Statements.
|
•
|
In 2010, operating income for the North America operating segment was reduced by $74 million due to the acceleration of expense associated with certain share-based replacement awards issued in connection with our acquisition of CCE's former North America business. Refer to
Note 2
of Notes to Consolidated Financial Statements.
|
•
|
In 2010, operating income for the North America operating segment was negatively impacted by $235 million, primarily due to the elimination of gross profit in inventory on intercompany sales and an inventory fair value adjustment as a result of our acquisition of CCE's former North America business. Prior to the acquisition, we recognized the profit associated with concentrate sales when the concentrate was sold to CCE, excluding the portion that was deemed to be intercompany due to our previous ownership interest in CCE. However, subsequent to the acquisition, the Company does not recognize the profit associated with concentrate sold to CCE's legacy North America business until the finished beverage products made from those concentrates are sold. Refer to
Note 2
of Notes to Consolidated Financial Statements.
|
•
|
In 2010, operating income for the North America operating segment was reduced by $20 million due to the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business.
|
•
|
In 2010, operating income was reduced by $7 million for Eurasia and Africa, $50 million for Europe, $133 million for North America, $22 million for Pacific, $122 million for Bottling Investments and $485 million for Corporate, primarily due to the Company's productivity, integration and restructuring initiatives; charitable donations; transaction costs incurred in connection with our acquisition of CCE's former North America business and the sale of our Norwegian and Swedish bottling operations to New CCE; and other charges related to bottling activities in Eurasia. Refer to the heading "Other Operating Charges" above.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
As Adjusted
|
||||||
Statutory U.S. federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State and local income taxes — net of federal benefit
|
1.1
|
|
|
0.9
|
|
|
0.6
|
|
|
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal rate
|
(9.5
|
)
|
1,2
|
(9.5
|
)
|
5,6,7
|
(5.6
|
)
|
15
|
Reversal of valuation allowances
|
(2.4
|
)
|
3
|
—
|
|
|
—
|
|
|
Equity income or loss
|
(2.0
|
)
|
|
(1.4
|
)
|
8
|
(1.9
|
)
|
16
|
CCE transaction
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
17,18
|
Sale of Norwegian and Swedish bottling operations
|
—
|
|
|
—
|
|
9
|
0.4
|
|
19
|
Other operating charges
|
0.4
|
|
4
|
0.3
|
|
10
|
0.4
|
|
20
|
Other — net
|
0.5
|
|
|
(0.8
|
)
|
11,12,13,14
|
0.3
|
|
21,22
|
Effective tax rate
|
23.1
|
%
|
|
24.5
|
%
|
|
16.7
|
%
|
|
1
|
Includes a tax expense of $133 million (or a 1.1 percent impact on our effective tax rate) related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, in various international jurisdictions.
|
2
|
Includes a tax expense of $57 million on pretax net gains of $76 million (or a 0.3 percent impact on our effective tax rate) related to the following: a gain recognized as a result of the merger of Andina and Polar; a gain recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock at a per share amount greater than the carrying value of the Company's per share investment; the loss recognized on the pending sale of a majority ownership interest in our consolidated Philippine bottling operations to Coca-Cola FEMSA; and the expense recorded for the premium the Company paid over the publicly traded market price to acquire an ownership interest in Mikuni. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
3
|
Relates to a net tax benefit of $283 million associated with the reversal of valuation allowances in certain of the Company's foreign jurisdictions.
|
4
|
Includes a tax benefit of $95 million on pretax charges of $416 million (or a 0.4 percent impact on our effective tax rate) primarily related to the Company's productivity and reinvestment program as well as other restructuring initiatives; the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives; and the refinement of previously established accruals related to the Company's integration of CCE's former North America business. Refer to
Note 18
of Notes to Consolidated Financial Statements.
|
5
|
Includes a tax benefit of $
6 million
related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, in various international jurisdictions.
|
6
|
Includes a
zero percent
effective tax rate on pretax charges of $17 million due to the impairment of available-for-sale securities. Refer to
Note 3
and
Note 17
of Notes to Consolidated Financial Statements.
|
7
|
Includes a tax expense of $
299 million
on pretax net gains of $641 million (or a
0.7 percent
impact on our effective tax rate) related to the net gain recognized as a result of the merger of Arca and Contal; the gain recognized on the sale of our investment in Embonor; and gains the Company recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock at per share amounts greater than the carrying value of the Company's per share investment. These gains were partially offset by charges associated with certain of the Company's equity method investments in Japan. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
8
|
Includes a tax benefit of $
7 million
on pretax net charges of $53 million (or a
0.1 percent
impact on our effective tax rate) related to our proportionate share of asset impairments and restructuring charges recorded by certain of our equity method investees. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
9
|
Includes a tax benefit of $
2 million
on pretax charges of $5 million related to the finalization of working capital adjustments on the sale of our Norwegian and Swedish bottling operations. Refer to
Note 2
and
Note 17
of Notes to Consolidated Financial Statements.
|
10
|
Includes a tax benefit of $
224 million
on pretax charges of $732 million (or a
0.3 percent
impact on our effective tax rate) primarily related to the Company's productivity, integration and restructuring initiatives; transaction costs incurred in connection with the merger of Arca and Contal; costs associated with the earthquake and tsunami that devastated northern and eastern Japan; and costs associated with the flooding in Thailand. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
11
|
Includes a tax benefit of $
8 million
on pretax charges of $19 million related to the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business.
|
12
|
Includes a tax benefit of $
3 million
on pretax net charges of $9 million related to the repurchase and/or exchange of certain long-term debt assumed in connection with our acquisition of CCE's former North America business as well as the early extinguishment of certain other long-term debt. Refer to
Note 10
of Notes to Consolidated Financial Statements.
|
13
|
Includes a tax benefit of $
14 million
on pretax charges of $41 million related to the impairment of an investment in an entity accounted for under the equity method of accounting. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
14
|
Includes a tax benefit of $
2 million
related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, in certain domestic jurisdictions.
|
15
|
Includes a tax expense of $
265 million
(or a
1.9 percent
impact on our effective tax rate) primarily related to deferred tax expense on certain current year undistributed foreign earnings that are not considered indefinitely reinvested and amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties.
|
16
|
Includes a tax benefit of $
9 million
on pretax net charges of $66 million (or a
0.1 percent
impact on our effective tax rate) related to charges recorded by our equity method investees. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
17
|
Includes a tax benefit of $
34 million
on a pretax gain of $4,978 million (or a reduction of
12.5 percent
on our effective tax rate) related to the remeasurement of our equity investment in CCE to fair value upon our acquisition of CCE's former North America business. The tax benefit reflects the impact of reversing deferred tax liabilities associated with our equity investment in CCE prior to the acquisition. Refer to
Note 2
of Notes to Consolidated Financial Statements.
|
18
|
Includes a tax benefit of $
99 million
on pretax charges of $265 million related to the write-off of preexisting relationships with CCE. Refer to
Note 2
of Notes to Consolidated Financial Statements.
|
19
|
Includes a tax expense of $
261 million
on a pretax gain of $597 million (or a
0.4 percent
impact on our effective tax rate) related to the sale of our Norwegian and Swedish bottling operations. Refer to
Note 2
of Notes to Consolidated Financial Statements.
|
20
|
Includes a tax benefit of $
223 million
on pretax charges of $819 million (or a
0.4 percent
impact on our effective tax rate) primarily related to the Company's productivity, integration and restructuring initiatives, transaction costs and charitable contributions. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
21
|
Includes a tax benefit of $
114 million
on pretax charges of $493 million (or a
0.5 percent
impact on our effective tax rate) related to the repurchase of certain long-term debt and costs associated with the settlement of treasury rate locks issued in connection with the debt tender offer; the loss related to the remeasurement of our Venezuelan subsidiary's net assets; other-than-temporary impairment charges; and a donation of preferred shares in one of our equity method investees. Refer to
Note 17
of Notes to Consolidated Financial Statements.
|
22
|
Includes a tax expense of $
31 million
(or a
0.2 percent
impact on our effective tax rate) related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, and other tax matters in certain domestic jurisdictions.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Beginning balance of unrecognized tax benefits
|
$
|
320
|
|
|
$
|
387
|
|
|
$
|
354
|
|
Increases related to prior period tax positions
|
69
|
|
|
9
|
|
|
26
|
|
|||
Decreases related to prior period tax positions
|
(15
|
)
|
|
(19
|
)
|
|
(10
|
)
|
|||
Increases related to current period tax positions
|
23
|
|
|
6
|
|
|
33
|
|
|||
Decreases related to current period tax positions
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Decreases related to settlements with taxing authorities
|
(45
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
(36
|
)
|
|
(46
|
)
|
|
(1
|
)
|
|||
Increase related to acquisition of CCE's former North America business
|
—
|
|
|
—
|
|
|
6
|
|
|||
Increases (decreases) from effects of foreign currency exchange rates
|
(14
|
)
|
|
(11
|
)
|
|
(21
|
)
|
|||
Ending balance of unrecognized tax benefits
|
$
|
302
|
|
|
$
|
320
|
|
|
$
|
387
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Purchases of short-term investments
|
$
|
(9,590
|
)
|
|
$
|
(4,057
|
)
|
|
$
|
(4,579
|
)
|
Proceeds from disposals of short-term investments
|
5,622
|
|
|
5,647
|
|
|
4,032
|
|
|||
Acquisitions and investments
|
(1,535
|
)
|
|
(977
|
)
|
|
(2,511
|
)
|
|||
Purchases of other investments
|
(5,266
|
)
|
|
(787
|
)
|
|
(132
|
)
|
|||
Proceeds from disposals of bottling companies and other investments
|
2,189
|
|
|
562
|
|
|
972
|
|
|||
Purchases of property, plant and equipment
|
(2,780
|
)
|
|
(2,920
|
)
|
|
(2,215
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
143
|
|
|
101
|
|
|
134
|
|
|||
Other investing activities
|
(187
|
)
|
|
(93
|
)
|
|
(106
|
)
|
|||
Net cash provided by (used in) investing activities
|
$
|
(11,404
|
)
|
|
$
|
(2,524
|
)
|
|
$
|
(4,405
|
)
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Capital expenditures
|
$
|
2,780
|
|
|
$
|
2,920
|
|
|
$
|
2,215
|
|
Eurasia & Africa
|
3.2
|
%
|
|
2.9
|
%
|
|
2.7
|
%
|
|||
Europe
|
1.1
|
|
|
1.3
|
|
|
1.5
|
|
|||
Latin America
|
3.2
|
|
|
3.6
|
|
|
4.2
|
|
|||
North America
|
52.0
|
|
|
46.7
|
|
|
32.1
|
|
|||
Pacific
|
2.5
|
|
|
3.2
|
|
|
4.6
|
|
|||
Bottling Investments
|
31.2
|
|
|
35.6
|
|
|
42.5
|
|
|||
Corporate
|
6.8
|
|
|
6.7
|
|
|
12.4
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Issuances of debt
|
$
|
42,791
|
|
|
$
|
27,495
|
|
|
$
|
15,251
|
|
Payments of debt
|
(38,573
|
)
|
|
(22,530
|
)
|
|
(13,403
|
)
|
|||
Issuances of stock
|
1,489
|
|
|
1,569
|
|
|
1,666
|
|
|||
Purchases of stock for treasury
|
(4,559
|
)
|
|
(4,513
|
)
|
|
(2,961
|
)
|
|||
Dividends
|
(4,595
|
)
|
|
(4,300
|
)
|
|
(4,068
|
)
|
|||
Other financing activities
|
100
|
|
|
45
|
|
|
50
|
|
|||
Net cash provided by (used in) financing activities
|
$
|
(3,347
|
)
|
|
$
|
(2,234
|
)
|
|
$
|
(3,465
|
)
|
•
|
$
1,000 million
total principal amount of notes due March 14, 2014, at a variable interest rate equal to the
three
-month London Interbank Offered Rate ("LIBOR") minus
0.05 percent
;
|
•
|
$
1,000 million
total principal amount of notes due March 13, 2015, at a fixed interest rate of
0.75 percent
; and
|
•
|
$
750 million
total principal amount of notes due March 14, 2018, at a fixed interest rate of
1.65 percent
.
|
•
|
$
1,655 million
total principal amount of notes due September 1, 2016, at a fixed interest rate of
1.8 percent
; and
|
•
|
$
1,324 million
total principal amount of notes due September 1, 2021, at a fixed interest rate of
3.3 percent
.
|
•
|
During the first quarter of 2011, the Company repurchased all of our outstanding U.K. pound sterling notes that had a carrying value of $
674 million
;
|
•
|
During the second quarter of 2011, the Company repurchased long-term debt that had a carrying value of $
42 million
; and
|
•
|
During the third quarter of 2011, the Company repurchased long-term debt that had a carrying value of $
19 million
.
|
•
|
$1,250 million total principal notes due May 15, 2012, at a variable interest rate of three-month LIBOR plus 0.05 percent;
|
•
|
$1,250 million total principal notes due November 15, 2013, at a fixed interest rate of 0.75 percent;
|
•
|
$1,000 million total principal notes due November 15, 2015, at a fixed interest rate of 1.5 percent; and
|
•
|
$1,000 million total principal notes due November 15, 2020, at a fixed interest rate of 3.15 percent.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
|
|
|
As Adjusted
|
||||||||
Number of shares repurchased (in millions)
|
121
|
|
|
127
|
|
|
98
|
|
|||
Average price per share
|
$
|
37.11
|
|
|
$
|
33.73
|
|
|
$
|
31.92
|
|
•
|
any obligation under certain guarantee contracts;
|
•
|
a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;
|
•
|
any obligation under certain derivative instruments; and
|
•
|
any obligation arising out of a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
|
2013
|
|
|
2014-2015
|
|
|
2016-2017
|
|
|
2018 and
Thereafter
|
|
|||||
Short-term loans and notes payable:
1
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial paper borrowings
|
$
|
16,204
|
|
|
$
|
16,204
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Lines of credit and other short-term borrowings
|
93
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Current maturities of long-term debt
2
|
1,490
|
|
|
1,490
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt, net of current maturities
2
|
14,082
|
|
|
—
|
|
|
4,970
|
|
|
3,048
|
|
|
6,064
|
|
|||||
Estimated interest payments
3
|
4,477
|
|
|
408
|
|
|
658
|
|
|
562
|
|
|
2,849
|
|
|||||
Accrued income taxes
4
|
471
|
|
|
471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
5
|
14,274
|
|
|
9,297
|
|
|
1,481
|
|
|
586
|
|
|
2,910
|
|
|||||
Marketing obligations
6
|
4,461
|
|
|
2,331
|
|
|
886
|
|
|
554
|
|
|
690
|
|
|||||
Lease obligations
|
1,084
|
|
|
273
|
|
|
337
|
|
|
207
|
|
|
267
|
|
|||||
Held-for-sale obligations
7
|
688
|
|
|
615
|
|
|
58
|
|
|
6
|
|
|
9
|
|
|||||
Total contractual obligations
|
$
|
57,324
|
|
|
$
|
31,182
|
|
|
$
|
8,390
|
|
|
$
|
4,963
|
|
|
$
|
12,789
|
|
1
|
Refer to
Note 10
of Notes to Consolidated Financial Statements for information regarding short-term loans and notes payable. Upon payment of outstanding commercial paper, we typically issue new commercial paper. Lines of credit and other short-term borrowings are expected to fluctuate depending upon current liquidity needs, especially at international subsidiaries.
|
2
|
Refer to
Note 10
of Notes to Consolidated Financial Statements for information regarding long-term debt. We will consider several alternatives to settle this long-term debt, including the use of cash flows from operating activities, issuance of commercial paper or issuance of other long-term debt.
|
3
|
We calculated estimated interest payments for our long-term fixed-rate debt based on the applicable rates and payment dates. We typically expect to settle such interest payments with cash flows from operating activities and/or short-term borrowings.
|
4
|
Refer to
Note 14
of Notes to Consolidated Financial Statements for information regarding income taxes. As of
December 31, 2012
, the noncurrent portion of our income tax liability, including accrued interest and penalties related to unrecognized tax benefits, was $410 million, which was not included in the total above. At this time, the settlement period for the noncurrent portion of our income tax liability cannot be determined. In addition, any payments related to unrecognized tax benefits would be partially offset by reductions in payments in other jurisdictions.
|
5
|
Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including long-term contractual obligations, open purchase orders, accounts payable and certain accrued liabilities. We expect to fund these obligations with cash flows from operating activities.
|
6
|
We expect to fund these marketing obligations with cash flows from operating activities.
|
7
|
Refer to
Note 2
of Notes to Consolidated Financial Statements for information regarding the assets and liabilities of our consolidated Philippine and Brazilian bottling operations being classified as held for sale.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
All operating currencies
|
(6
|
)%
|
|
6
|
%
|
|
3
|
%
|
Brazilian real
|
(14
|
)%
|
|
5
|
%
|
|
11
|
%
|
Mexican peso
|
(7
|
)
|
|
4
|
|
|
6
|
|
Australian dollar
|
—
|
|
|
14
|
|
|
13
|
|
South African rand
|
(12
|
)
|
|
1
|
|
|
11
|
|
British pound
|
(1
|
)
|
|
4
|
|
|
(2
|
)
|
Euro
|
(9
|
)
|
|
7
|
|
|
(5
|
)
|
Japanese yen
|
2
|
|
|
10
|
|
|
6
|
|
December 31,
|
2012
|
|
|
2011
|
|
|
Increase (Decrease)
|
|
|
Percent Change
|
|
|||
|
|
|
As Adjusted
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
8,442
|
|
|
$
|
12,803
|
|
|
$
|
(4,361
|
)
|
|
(34
|
)%
|
Short-term investments
|
5,017
|
|
|
1,088
|
|
|
3,929
|
|
|
361
|
|
|||
Marketable securities
|
3,092
|
|
|
144
|
|
|
2,948
|
|
|
2,047
|
|
|||
Trade accounts receivable — net
|
4,759
|
|
|
4,920
|
|
|
(161
|
)
|
|
(3
|
)
|
|||
Inventories
|
3,264
|
|
|
3,092
|
|
|
172
|
|
|
6
|
|
|||
Prepaid expenses and other assets
|
2,781
|
|
|
3,450
|
|
|
(669
|
)
|
|
(19
|
)
|
|||
Assets held for sale
|
2,973
|
|
|
—
|
|
|
2,973
|
|
|
—
|
|
|||
Equity method investments
|
9,216
|
|
|
7,233
|
|
|
1,983
|
|
|
27
|
|
|||
Other investments, principally bottling companies
|
1,232
|
|
|
1,141
|
|
|
91
|
|
|
8
|
|
|||
Other assets
|
3,585
|
|
|
3,495
|
|
|
90
|
|
|
3
|
|
|||
Property, plant and equipment — net
|
14,476
|
|
|
14,939
|
|
|
(463
|
)
|
|
(3
|
)
|
|||
Trademarks with indefinite lives
|
6,527
|
|
|
6,430
|
|
|
97
|
|
|
2
|
|
|||
Bottlers' franchise rights with indefinite lives
|
7,405
|
|
|
7,770
|
|
|
(365
|
)
|
|
(5
|
)
|
|||
Goodwill
|
12,255
|
|
|
12,219
|
|
|
36
|
|
|
0
|
|
|||
Other intangible assets
|
1,150
|
|
|
1,250
|
|
|
(100
|
)
|
|
(8
|
)
|
|||
Total assets
|
$
|
86,174
|
|
|
$
|
79,974
|
|
|
$
|
6,200
|
|
|
8
|
%
|
Accounts payable and accrued expenses
|
$
|
8,680
|
|
|
$
|
9,009
|
|
|
$
|
(329
|
)
|
|
(4
|
)%
|
Loans and notes payable
|
16,297
|
|
|
12,871
|
|
|
3,426
|
|
|
27
|
|
|||
Current maturities of long-term debt
|
1,577
|
|
|
2,041
|
|
|
(464
|
)
|
|
(23
|
)
|
|||
Accrued income taxes
|
471
|
|
|
362
|
|
|
109
|
|
|
30
|
|
|||
Liabilities held for sale
|
796
|
|
|
—
|
|
|
796
|
|
|
—
|
|
|||
Long-term debt
|
14,736
|
|
|
13,656
|
|
|
1,080
|
|
|
8
|
|
|||
Other liabilities
|
5,468
|
|
|
5,420
|
|
|
48
|
|
|
1
|
|
|||
Deferred income taxes
|
4,981
|
|
|
4,694
|
|
|
287
|
|
|
6
|
|
|||
Total liabilities
|
$
|
53,006
|
|
|
$
|
48,053
|
|
|
$
|
4,953
|
|
|
10
|
%
|
Net assets
|
$
|
33,168
|
|
|
$
|
31,921
|
|
|
$
|
1,247
|
|
1
|
4
|
%
|
1
|
Includes a decrease in net assets of $144 million resulting from foreign currency translation adjustments in various balance sheet accounts.
|
•
|
Cash and cash equivalents decreased $
4,361 million
, or
34 percent
, primarily due to a change in the Company's overall cash management program which resulted in more of our cash balances being transferred into short-term investments as well as high-quality marketable securities. As a result of this change in strategy, short-term investments increased $
3,929 million
and marketable securities increased $
2,948 million
. A majority of the Company's consolidated cash, cash equivalents, short-term investments and marketable securities are held by our foreign subsidiaries.
|
•
|
Assets held for sale increased $
2,973 million
due to our consolidated Philippine and Brazilian bottling operations being classified as held for sale. Refer to
Note 2
of Notes to Consolidated Financial Statements for additional information on these transactions and their impact on other line items in our consolidated balance sheet as of December 31, 2012.
|
•
|
Equity method investments increased $
1,983 million
, or
27 percent
, primarily due to the Company's new investments in Aujan, one of the largest independent beverage companies in the Middle East, and Mikuni, a bottling partner located in Japan. The increase was also due to the impact of the merger of Andina and Polar, foreign currency translation adjustments and additional equity income recorded during 2012.
|
•
|
Loans and notes payable increased $
3,426 million
, or
27 percent
, primarily due to an increase in the Company's commercial paper balance.
|
•
|
Liabilities held for sale increased $
796 million
due to our consolidated Philippine and Brazilian bottling operations being classified as held for sale. Refer to
Note 2
of Notes to Consolidated Financial Statements for additional information on these transactions and their impact on other line items in our consolidated balance sheet as of December 31, 2012.
|
•
|
Long-term debt increased $
1,080 million
, or
8 percent
, primarily due to the Company's issuance of long-term debt during the first quarter of 2012. Refer to the heading "Cash Flows from Financing Activities" above and
Note 10
of Notes to Consolidated Financial Statements for additional information on our long-term debt balance.
|
|
Page
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
(In millions except per share data)
|
|
|
As Adjusted
|
||||||||
NET OPERATING REVENUES
|
$
|
48,017
|
|
|
$
|
46,542
|
|
|
$
|
35,119
|
|
Cost of goods sold
|
19,053
|
|
|
18,215
|
|
|
12,693
|
|
|||
GROSS PROFIT
|
28,964
|
|
|
28,327
|
|
|
22,426
|
|
|||
Selling, general and administrative expenses
|
17,738
|
|
|
17,422
|
|
|
13,194
|
|
|||
Other operating charges
|
447
|
|
|
732
|
|
|
819
|
|
|||
OPERATING INCOME
|
10,779
|
|
|
10,173
|
|
|
8,413
|
|
|||
Interest income
|
471
|
|
|
483
|
|
|
317
|
|
|||
Interest expense
|
397
|
|
|
417
|
|
|
733
|
|
|||
Equity income (loss) — net
|
819
|
|
|
690
|
|
|
1,025
|
|
|||
Other income (loss) — net
|
137
|
|
|
529
|
|
|
5,185
|
|
|||
INCOME BEFORE INCOME TAXES
|
11,809
|
|
|
11,458
|
|
|
14,207
|
|
|||
Income taxes
|
2,723
|
|
|
2,812
|
|
|
2,370
|
|
|||
CONSOLIDATED NET INCOME
|
9,086
|
|
|
8,646
|
|
|
11,837
|
|
|||
Less: Net income attributable to noncontrolling interests
|
67
|
|
|
62
|
|
|
50
|
|
|||
NET INCOME ATTRIBUTABLE TO SHAREOWNERS OF
THE COCA-COLA COMPANY
|
$
|
9,019
|
|
|
$
|
8,584
|
|
|
$
|
11,787
|
|
BASIC NET INCOME PER SHARE
1
|
$
|
2.00
|
|
|
$
|
1.88
|
|
|
$
|
2.55
|
|
DILUTED NET INCOME PER SHARE
1
|
$
|
1.97
|
|
|
$
|
1.85
|
|
|
$
|
2.53
|
|
AVERAGE SHARES OUTSTANDING
|
4,504
|
|
|
4,568
|
|
|
4,616
|
|
|||
Effect of dilutive securities
|
80
|
|
|
78
|
|
|
51
|
|
|||
AVERAGE SHARES OUTSTANDING ASSUMING DILUTION
|
4,584
|
|
|
4,646
|
|
|
4,667
|
|
1
|
Calculated based on net income attributable to shareowners of The Coca-Cola Company.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
(In millions)
|
|
|
As Adjusted
|
||||||||
CONSOLIDATED NET INCOME
|
$
|
9,086
|
|
|
$
|
8,646
|
|
|
$
|
11,837
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Net foreign currency translation adjustment
|
(182
|
)
|
|
(692
|
)
|
|
(947
|
)
|
|||
Net gain (loss) on derivatives
|
99
|
|
|
145
|
|
|
(120
|
)
|
|||
Net unrealized gain (loss) on available-for-sale securities
|
178
|
|
|
(7
|
)
|
|
102
|
|
|||
Net change in pension and other benefit liabilities
|
(668
|
)
|
|
(763
|
)
|
|
282
|
|
|||
TOTAL COMPREHENSIVE INCOME
|
8,513
|
|
|
7,329
|
|
|
11,154
|
|
|||
Less: Comprehensive income (loss) attributable to noncontrolling interests
|
105
|
|
|
10
|
|
|
38
|
|
|||
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO
SHAREOWNERS OF THE COCA-COLA COMPANY
|
$
|
8,408
|
|
|
$
|
7,319
|
|
|
$
|
11,116
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
(In millions except par value)
|
|
|
As Adjusted
|
|
|||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
8,442
|
|
|
$
|
12,803
|
|
Short-term investments
|
5,017
|
|
|
1,088
|
|
||
TOTAL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
|
13,459
|
|
|
13,891
|
|
||
Marketable securities
|
3,092
|
|
|
144
|
|
||
Trade accounts receivable, less allowances of $53 and $83, respectively
|
4,759
|
|
|
4,920
|
|
||
Inventories
|
3,264
|
|
|
3,092
|
|
||
Prepaid expenses and other assets
|
2,781
|
|
|
3,450
|
|
||
Assets held for sale
|
2,973
|
|
|
—
|
|
||
TOTAL CURRENT ASSETS
|
30,328
|
|
|
25,497
|
|
||
EQUITY METHOD INVESTMENTS
|
9,216
|
|
|
7,233
|
|
||
OTHER INVESTMENTS, PRINCIPALLY BOTTLING COMPANIES
|
1,232
|
|
|
1,141
|
|
||
OTHER ASSETS
|
3,585
|
|
|
3,495
|
|
||
PROPERTY, PLANT AND EQUIPMENT — net
|
14,476
|
|
|
14,939
|
|
||
TRADEMARKS WITH INDEFINITE LIVES
|
6,527
|
|
|
6,430
|
|
||
BOTTLERS' FRANCHISE RIGHTS WITH INDEFINITE LIVES
|
7,405
|
|
|
7,770
|
|
||
GOODWILL
|
12,255
|
|
|
12,219
|
|
||
OTHER INTANGIBLE ASSETS
|
1,150
|
|
|
1,250
|
|
||
TOTAL ASSETS
|
$
|
86,174
|
|
|
$
|
79,974
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
8,680
|
|
|
$
|
9,009
|
|
Loans and notes payable
|
16,297
|
|
|
12,871
|
|
||
Current maturities of long-term debt
|
1,577
|
|
|
2,041
|
|
||
Accrued income taxes
|
471
|
|
|
362
|
|
||
Liabilities held for sale
|
796
|
|
|
—
|
|
||
TOTAL CURRENT LIABILITIES
|
27,821
|
|
|
24,283
|
|
||
LONG-TERM DEBT
|
14,736
|
|
|
13,656
|
|
||
OTHER LIABILITIES
|
5,468
|
|
|
5,420
|
|
||
DEFERRED INCOME TAXES
|
4,981
|
|
|
4,694
|
|
||
THE COCA-COLA COMPANY SHAREOWNERS' EQUITY
|
|
|
|
||||
Common stock, $0.25 par value; Authorized — 11,200 shares;
Issued — 7,040 and 7,040 shares, respectively
|
1,760
|
|
|
1,760
|
|
||
Capital surplus
|
11,379
|
|
|
10,332
|
|
||
Reinvested earnings
|
58,045
|
|
|
53,621
|
|
||
Accumulated other comprehensive income (loss)
|
(3,385
|
)
|
|
(2,774
|
)
|
||
Treasury stock, at cost — 2,571 and 2,514 shares, respectively
|
(35,009
|
)
|
|
(31,304
|
)
|
||
EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
|
32,790
|
|
|
31,635
|
|
||
EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
378
|
|
|
286
|
|
||
TOTAL EQUITY
|
33,168
|
|
|
31,921
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
86,174
|
|
|
$
|
79,974
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
(In millions)
|
|
|
As Adjusted
|
||||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Consolidated net income
|
$
|
9,086
|
|
|
$
|
8,646
|
|
|
$
|
11,837
|
|
Depreciation and amortization
|
1,982
|
|
|
1,954
|
|
|
1,443
|
|
|||
Stock-based compensation expense
|
259
|
|
|
354
|
|
|
380
|
|
|||
Deferred income taxes
|
632
|
|
|
1,035
|
|
|
604
|
|
|||
Equity (income) loss — net of dividends
|
(426
|
)
|
|
(269
|
)
|
|
(671
|
)
|
|||
Foreign currency adjustments
|
(130
|
)
|
|
7
|
|
|
151
|
|
|||
Significant (gains) losses on sales of assets — net
|
(98
|
)
|
|
(220
|
)
|
|
(645
|
)
|
|||
Other significant (gains) losses — net
|
—
|
|
|
—
|
|
|
(4,713
|
)
|
|||
Other operating charges
|
166
|
|
|
214
|
|
|
264
|
|
|||
Other items
|
254
|
|
|
(354
|
)
|
|
512
|
|
|||
Net change in operating assets and liabilities
|
(1,080
|
)
|
|
(1,893
|
)
|
|
370
|
|
|||
Net cash provided by operating activities
|
10,645
|
|
|
9,474
|
|
|
9,532
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchases of short-term investments
|
(9,590
|
)
|
|
(4,057
|
)
|
|
(4,579
|
)
|
|||
Proceeds from disposals of short-term investments
|
5,622
|
|
|
5,647
|
|
|
4,032
|
|
|||
Acquisitions and investments
|
(1,535
|
)
|
|
(977
|
)
|
|
(2,511
|
)
|
|||
Purchases of other investments
|
(5,266
|
)
|
|
(787
|
)
|
|
(132
|
)
|
|||
Proceeds from disposals of bottling companies and other investments
|
2,189
|
|
|
562
|
|
|
972
|
|
|||
Purchases of property, plant and equipment
|
(2,780
|
)
|
|
(2,920
|
)
|
|
(2,215
|
)
|
|||
Proceeds from disposals of property, plant and equipment
|
143
|
|
|
101
|
|
|
134
|
|
|||
Other investing activities
|
(187
|
)
|
|
(93
|
)
|
|
(106
|
)
|
|||
Net cash provided by (used in) investing activities
|
(11,404
|
)
|
|
(2,524
|
)
|
|
(4,405
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Issuances of debt
|
42,791
|
|
|
27,495
|
|
|
15,251
|
|
|||
Payments of debt
|
(38,573
|
)
|
|
(22,530
|
)
|
|
(13,403
|
)
|
|||
Issuances of stock
|
1,489
|
|
|
1,569
|
|
|
1,666
|
|
|||
Purchases of stock for treasury
|
(4,559
|
)
|
|
(4,513
|
)
|
|
(2,961
|
)
|
|||
Dividends
|
(4,595
|
)
|
|
(4,300
|
)
|
|
(4,068
|
)
|
|||
Other financing activities
|
100
|
|
|
45
|
|
|
50
|
|
|||
Net cash provided by (used in) financing activities
|
(3,347
|
)
|
|
(2,234
|
)
|
|
(3,465
|
)
|
|||
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS
|
(255
|
)
|
|
(430
|
)
|
|
(166
|
)
|
|||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
||||||
Net increase (decrease) during the year
|
(4,361
|
)
|
|
4,286
|
|
|
1,496
|
|
|||
Balance at beginning of year
|
12,803
|
|
|
8,517
|
|
|
7,021
|
|
|||
Balance at end of year
|
$
|
8,442
|
|
|
$
|
12,803
|
|
|
$
|
8,517
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
(In millions except per share data)
|
|
|
As Adjusted
|
||||||||
EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
|
|
|
|
|
|
||||||
NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
|
|
|
||||||
Balance at beginning of year
|
4,526
|
|
|
4,583
|
|
|
4,605
|
|
|||
Purchases of treasury stock
|
(121
|
)
|
|
(127
|
)
|
|
(98
|
)
|
|||
Treasury stock issued to employees related to stock compensation plans
|
64
|
|
|
70
|
|
|
76
|
|
|||
Balance at end of year
|
4,469
|
|
|
4,526
|
|
|
4,583
|
|
|||
COMMON STOCK
|
$
|
1,760
|
|
|
$
|
1,760
|
|
|
$
|
1,760
|
|
CAPITAL SURPLUS
|
|
|
|
|
|
||||||
Balance at beginning of year
|
10,332
|
|
|
9,177
|
|
|
7,657
|
|
|||
Stock issued to employees related to stock compensation plans
|
640
|
|
|
724
|
|
|
855
|
|
|||
Replacement share-based awards issued in connection with an acquisition
|
—
|
|
|
—
|
|
|
237
|
|
|||
Tax benefit (charge) from employees' stock option and restricted stock plans
|
144
|
|
|
79
|
|
|
48
|
|
|||
Stock-based compensation
|
259
|
|
|
354
|
|
|
380
|
|
|||
Other activities
|
4
|
|
|
(2
|
)
|
|
—
|
|
|||
Balance at end of year
|
11,379
|
|
|
10,332
|
|
|
9,177
|
|
|||
REINVESTED EARNINGS
|
|
|
|
|
|
||||||
Balance at beginning of year
|
53,621
|
|
|
49,337
|
|
|
41,618
|
|
|||
Net income attributable to shareowners of The Coca-Cola Company
|
9,019
|
|
|
8,584
|
|
|
11,787
|
|
|||
Dividends (per share — $1.02, $0.94 and $0.88 in 2012, 2011 and 2010, respectively)
|
(4,595
|
)
|
|
(4,300
|
)
|
|
(4,068
|
)
|
|||
Balance at end of year
|
58,045
|
|
|
53,621
|
|
|
49,337
|
|
|||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(2,774
|
)
|
|
(1,509
|
)
|
|
(838
|
)
|
|||
Net other comprehensive income (loss)
|
(611
|
)
|
|
(1,265
|
)
|
|
(671
|
)
|
|||
Balance at end of year
|
(3,385
|
)
|
|
(2,774
|
)
|
|
(1,509
|
)
|
|||
TREASURY STOCK
|
|
|
|
|
|
||||||
Balance at beginning of year
|
(31,304
|
)
|
|
(27,762
|
)
|
|
(25,398
|
)
|
|||
Stock issued to employees related to stock compensation plans
|
786
|
|
|
830
|
|
|
824
|
|
|||
Purchases of treasury stock
|
(4,491
|
)
|
|
(4,372
|
)
|
|
(3,188
|
)
|
|||
Balance at end of year
|
(35,009
|
)
|
|
(31,304
|
)
|
|
(27,762
|
)
|
|||
TOTAL EQUITY ATTRIBUTABLE TO SHAREOWNERS OF
THE COCA-COLA COMPANY
|
$
|
32,790
|
|
|
$
|
31,635
|
|
|
$
|
31,003
|
|
EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
286
|
|
|
$
|
314
|
|
|
$
|
547
|
|
Net income attributable to noncontrolling interests
|
67
|
|
|
62
|
|
|
50
|
|
|||
Net foreign currency translation adjustment
|
38
|
|
|
(52
|
)
|
|
(12
|
)
|
|||
Dividends paid to noncontrolling interests
|
(48
|
)
|
|
(38
|
)
|
|
(32
|
)
|
|||
Acquisition of interests held by noncontrolling owners
|
(15
|
)
|
|
—
|
|
|
—
|
|
|||
Contributions by noncontrolling interests
|
—
|
|
|
—
|
|
|
1
|
|
|||
Increase due to business combinations
|
50
|
|
|
—
|
|
|
13
|
|
|||
Deconsolidation of certain variable interest entities
|
—
|
|
|
—
|
|
|
(253
|
)
|
|||
TOTAL EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
$
|
378
|
|
|
$
|
286
|
|
|
$
|
314
|
|
•
|
beverage concentrates, sometimes referred to as "beverage bases," and syrups, including fountain syrups (we refer to this part of our business as our "concentrate business" or "concentrate operations"); and
|
•
|
finished sparkling and still beverages (we refer to this part of our business as our "finished product business" or "finished product operations").
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Balance at beginning of year
|
$
|
83
|
|
|
$
|
48
|
|
|
$
|
55
|
|
Net charges to costs and expenses
|
5
|
|
|
56
|
|
|
21
|
|
|||
Write-offs
|
(19
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|||
Other
1
|
(16
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|||
Balance at end of year
|
$
|
53
|
|
|
$
|
83
|
|
|
$
|
48
|
|
1
|
Other includes acquisitions, divestitures, foreign currency translation and the impact of transferring the assets of our consolidated Philippine and Brazilian bottling operations to assets held for sale.
|
|
Number of
Shares, Options
and Units Issued
|
|
|
Fair Value
|
|
|
|
As Adjusted
|
|
|
|
||
Performance share units
|
3.3
|
|
|
$
|
192
|
|
Stock options
|
9.6
|
|
|
109
|
|
|
Restricted share units
|
1.6
|
|
|
50
|
|
|
Restricted stock
|
0.4
|
|
|
12
|
|
|
Total
|
14.9
|
|
|
$
|
363
|
|
|
October 2,
2010 |
|
|
Fair value of our equity investment in CCE
1
|
$
|
5,373
|
|
Cash consideration
2
|
1,368
|
|
|
Fair value of share-based payment awards
3
|
154
|
|
|
Total purchase price
|
$
|
6,895
|
|
1
|
Represents the fair value of our
33 percent
ownership interest in the outstanding common stock of CCE based on the closing price of CCE's common stock on the last day the New York Stock Exchange was open prior to the acquisition date. The fair value reflects our indirect ownership interest in both CCE's European operations and former North America business.
|
2
|
Primarily related to the debt shortfall and working capital adjustments.
|
3
|
Represents the portion of the total fair value of the replacement awards associated with services rendered prior to the business combination, net of tax.
|
|
Amounts
Recognized as of
Acquisition Date
1
|
|
|
Measurement
Period
Adjustments
2
|
|
|
Amounts
Recognized as of
Acquisition Date
(as Adjusted)
|
|
|||
Cash and cash equivalents
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
49
|
|
Marketable securities
|
7
|
|
|
—
|
|
|
7
|
|
|||
Trade accounts receivable
3
|
1,194
|
|
|
—
|
|
|
1,194
|
|
|||
Inventories
|
696
|
|
|
—
|
|
|
696
|
|
|||
Other current assets
4
|
744
|
|
|
(5
|
)
|
|
739
|
|
|||
Property, plant and equipment
4
|
5,385
|
|
|
(682
|
)
|
|
4,703
|
|
|||
Bottlers' franchise rights with indefinite lives
4,5
|
5,100
|
|
|
100
|
|
|
5,200
|
|
|||
Other intangible assets
4,6
|
1,032
|
|
|
45
|
|
|
1,077
|
|
|||
Other noncurrent assets
|
261
|
|
|
—
|
|
|
261
|
|
|||
Total identifiable assets acquired
|
$
|
14,468
|
|
|
$
|
(542
|
)
|
|
$
|
13,926
|
|
Accounts payable and accrued expenses
4
|
1,826
|
|
|
8
|
|
|
1,834
|
|
|||
Loans and notes payable
7
|
266
|
|
|
—
|
|
|
266
|
|
|||
Long-term debt
7
|
9,345
|
|
|
—
|
|
|
9,345
|
|
|||
Pension and other postretirement liabilities
8
|
1,313
|
|
|
—
|
|
|
1,313
|
|
|||
Other noncurrent liabilities
4,9
|
2,603
|
|
|
(293
|
)
|
|
2,310
|
|
|||
Total liabilities assumed
|
$
|
15,353
|
|
|
$
|
(285
|
)
|
|
$
|
15,068
|
|
Net liabilities assumed
|
(885
|
)
|
|
(257
|
)
|
|
(1,142
|
)
|
|||
Goodwill
4,10
|
7,746
|
|
|
304
|
|
|
8,050
|
|
|||
|
$
|
6,861
|
|
|
$
|
47
|
|
|
$
|
6,908
|
|
Less: Noncontrolling interests
|
13
|
|
|
—
|
|
|
13
|
|
|||
Net assets acquired
|
$
|
6,848
|
|
|
$
|
47
|
|
|
$
|
6,895
|
|
1
|
As previously reported in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended December 31, 2010.
|
2
|
The measurement period adjustments did not have a significant impact on our consolidated statements of income for the years ended December 31, 2011, and December 31, 2010. Therefore, we did not retrospectively adjust the comparative 2010 financial information.
|
3
|
The gross amount due under receivables we acquired was $
1,226 million
, of which $
32 million
was expected to be uncollectible.
|
4
|
The measurement period adjustments were due to the finalization of appraisals related to intangible assets and certain fixed assets and resulted in the following: a decrease to property, plant and equipment; an increase to franchise rights; and a decrease to noncurrent deferred tax liabilities. The net impact of the measurement period adjustments and the payments made to New CCE that related to the finalization of working capital adjustments resulted in a net increase to goodwill.
|
5
|
Represents reacquired franchise rights that had previously provided CCE with exclusive and perpetual rights to manufacture and/or distribute certain beverages in specified territories. These rights have been determined to have indefinite lives and are not amortized.
|
6
|
Other intangible assets primarily relate to franchise rights that had previously provided CCE with exclusive rights to manufacture and/or distribute certain beverages in specified territories for a finite period of time, and therefore have been classified as definite-lived intangible assets. The estimated fair value of franchise rights with definite lives was $
650 million
as of the acquisition date. These franchise rights will be amortized over a weighted-average life of approximately
eight
years, which is equal to the weighted-average remaining contractual term of the franchise rights. Other intangible assets also include $
380 million
of customer relationships, which will be amortized over approximately
20
years.
|
7
|
Refer to
Note 10
for additional information.
|
8
|
The assumed pension and other postretirement liabilities consisted of benefit obligations of $
3,544 million
and plan assets of $
2,231 million
. Refer to
Note 13
for additional information related to pension and other postretirement plans assumed from CCE.
|
9
|
Primarily relates to deferred tax liabilities recorded on franchise rights. Refer to
Note 14
.
|
10
|
The goodwill recognized as part of this acquisition has been assigned to the North America operating segment, of which $
170 million
is tax deductible. The goodwill recognized in conjunction with our acquisition of CCE's former North America business is primarily related to synergistic value created from having a unified operating system that will strategically position us to better market and distribute our nonalcoholic beverage brands in North America. It also includes certain other intangible assets that do not qualify for separate recognition, such as an assembled workforce.
|
|
Unaudited
|
|
|
Year Ended December 31,
|
2010
|
|
|
Net operating revenues
1
|
$
|
43,106
|
|
Net income attributable to shareowners of The Coca-Cola Company
2,3
|
6,839
|
|
1
|
The deconsolidation of our Norwegian and Swedish bottling operations resulted in a decrease to net operating revenues of approximately $
433 million
in 2010.
|
2
|
The deconsolidation of our Norwegian and Swedish bottling operations resulted in a decrease to net income attributable to shareowners of The Coca-Cola Company of approximately $
387 million
in 2010.
|
3
|
The 2010 pro forma information has been adjusted to exclude the gain related to the remeasurement of our equity interest in CCE to fair value upon the close of the transaction, the gain on the sale of our Norwegian and Swedish bottling operations, transaction costs and charges related to preexisting relationships in order to present the pro forma information as if the transactions had occurred prior to January 1, 2010.
|
|
Philippine Bottling Operations
|
|
|
Brazilian Bottling Operations
|
|
|
Total Bottling
Operations
Held for Sale
|
|
|||
Cash, cash equivalents and short-term investments
|
$
|
133
|
|
|
$
|
45
|
|
|
$
|
178
|
|
Trade accounts receivable, less allowances
|
108
|
|
|
88
|
|
|
196
|
|
|||
Inventories
|
187
|
|
|
85
|
|
|
272
|
|
|||
Prepaid expenses and other assets
|
223
|
|
|
174
|
|
|
397
|
|
|||
Other assets
|
7
|
|
|
128
|
|
|
135
|
|
|||
Property, plant and equipment — net
|
841
|
|
|
419
|
|
|
1,260
|
|
|||
Bottlers' franchise rights with indefinite lives
|
341
|
|
|
130
|
|
|
471
|
|
|||
Goodwill
|
148
|
|
|
22
|
|
|
170
|
|
|||
Other intangible assets
|
—
|
|
|
1
|
|
|
1
|
|
|||
Allowance for reduction of assets held for sale
|
(107
|
)
|
|
—
|
|
|
(107
|
)
|
|||
Total assets
|
$
|
1,881
|
|
|
$
|
1,092
|
|
|
$
|
2,973
|
|
Accounts payable and accrued expenses
|
$
|
241
|
|
|
$
|
157
|
|
|
$
|
398
|
|
Loans and notes payable
|
—
|
|
|
6
|
|
|
6
|
|
|||
Current maturities of long-term debt
|
—
|
|
|
28
|
|
|
28
|
|
|||
Accrued income taxes
|
(4
|
)
|
|
4
|
|
|
—
|
|
|||
Long-term debt
|
—
|
|
|
147
|
|
|
147
|
|
|||
Other liabilities
|
20
|
|
|
75
|
|
|
95
|
|
|||
Deferred income taxes
|
102
|
|
|
20
|
|
|
122
|
|
|||
Total liabilities
|
$
|
359
|
|
|
$
|
437
|
|
|
$
|
796
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
Marketable securities
|
$
|
184
|
|
|
$
|
138
|
|
Other assets
|
82
|
|
|
73
|
|
||
Total trading securities
|
$
|
266
|
|
|
$
|
211
|
|
|
|
|
Gross
Unrealized
|
|
Estimated
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
||||||||
2012
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
1,2
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
957
|
|
|
$
|
441
|
|
|
$
|
(10
|
)
|
|
$
|
1,388
|
|
Debt securities
|
3,169
|
|
|
46
|
|
|
(10
|
)
|
|
3,205
|
|
||||
|
$
|
4,126
|
|
|
$
|
487
|
|
|
$
|
(20
|
)
|
|
$
|
4,593
|
|
Held-to-maturity securities:
|
|
|
|
|
|
|
|
||||||||
Bank and corporate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Available-for-sale securities:
1
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
834
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
1,071
|
|
Debt securities
|
332
|
|
|
1
|
|
|
(3
|
)
|
|
330
|
|
||||
|
$
|
1,166
|
|
|
$
|
238
|
|
|
$
|
(3
|
)
|
|
$
|
1,401
|
|
Held-to-maturity securities:
|
|
|
|
|
|
|
|
||||||||
Bank and corporate debt
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113
|
|
1
|
Refer to
Note 16
for additional information related to the estimated fair value.
|
2
|
During 2012, the Company made a change to its overall cash management program. In an effort to manage counterparty risk and diversify our assets, the Company began to make additional investments in high-quality securities. These investments are primarily classified as available-for-sale securities.
|
Years Ending December 31,
|
2012
|
|
|
2011
|
|
||
Gross gains
|
$
|
41
|
|
|
$
|
5
|
|
Gross losses
|
(35
|
)
|
|
(1
|
)
|
||
Proceeds
|
5,036
|
|
|
37
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
Available-
for-Sale
Securities
|
|
|
Held-to-
Maturity
Securities
|
|
|
Available-
for-Sale
Securities
|
|
|
Held-to-
Maturity
Securities
|
|
||||
Cash and cash equivalents
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
112
|
|
Marketable securities
|
2,908
|
|
|
—
|
|
|
5
|
|
|
1
|
|
||||
Other investments, principally bottling companies
|
1,087
|
|
|
—
|
|
|
986
|
|
|
—
|
|
||||
Other assets
|
589
|
|
|
—
|
|
|
410
|
|
|
—
|
|
||||
|
$
|
4,593
|
|
|
$
|
—
|
|
|
$
|
1,401
|
|
|
$
|
113
|
|
|
Available-for-Sale Securities
|
|
Held-to-Maturity Securities
|
||||||||||||
|
Cost
|
|
|
Fair Value
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
||||
Within 1 year
|
$
|
1,003
|
|
|
$
|
1,001
|
|
|
$
|
—
|
|
|
$
|
—
|
|
After 1 year through 5 years
|
1,590
|
|
|
1,598
|
|
|
—
|
|
|
—
|
|
||||
After 5 years through 10 years
|
270
|
|
|
299
|
|
|
—
|
|
|
—
|
|
||||
After 10 years
|
306
|
|
|
307
|
|
|
—
|
|
|
—
|
|
||||
Equity securities
|
957
|
|
|
1,388
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
4,126
|
|
|
$
|
4,593
|
|
|
$
|
—
|
|
|
$
|
—
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
Raw materials and packaging
|
$
|
1,773
|
|
|
$
|
1,680
|
|
Finished goods
|
1,171
|
|
|
1,198
|
|
||
Other
|
320
|
|
|
214
|
|
||
Total inventories
|
$
|
3,264
|
|
|
$
|
3,092
|
|
|
|
|
Fair Value
1,2
|
||||||
Derivatives Designated as Hedging Instruments
|
Balance Sheet Location
1
|
|
December 31,
2012 |
|
|
December 31,
2011 |
|
||
Assets:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
|
$
|
149
|
|
|
$
|
170
|
|
Commodity contracts
|
Prepaid expenses and other assets
|
|
—
|
|
|
2
|
|
||
Interest rate contracts
|
Prepaid expenses and other assets
|
|
7
|
|
|
—
|
|
||
Interest rate contracts
|
Other assets
|
|
335
|
|
|
246
|
|
||
Total assets
|
|
|
$
|
491
|
|
|
$
|
418
|
|
Liabilities:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
|
$
|
55
|
|
|
$
|
41
|
|
Commodity contracts
|
Accounts payable and accrued expenses
|
|
1
|
|
|
1
|
|
||
Interest rate contracts
|
Other liabilities
|
|
6
|
|
|
—
|
|
||
Total liabilities
|
|
|
$
|
62
|
|
|
$
|
42
|
|
1
|
All of the Company's derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to
Note 16
for the net presentation of the Company's derivative instruments.
|
2
|
Refer to
Note 16
for additional information related to the estimated fair value.
|
|
|
|
Fair Value
1,2
|
||||||
Derivatives Not Designated as Hedging Instruments
|
Balance Sheet Location
1
|
|
December 31,
2012 |
|
|
December 31,
2011 |
|
||
Assets:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Prepaid expenses and other assets
|
|
$
|
19
|
|
|
$
|
29
|
|
Foreign currency contracts
|
Other assets
|
|
42
|
|
|
—
|
|
||
Commodity contracts
|
Prepaid expenses and other assets
|
|
72
|
|
|
54
|
|
||
Other derivative instruments
|
Prepaid expenses and other assets
|
|
6
|
|
|
5
|
|
||
Total assets
|
|
|
$
|
139
|
|
|
$
|
88
|
|
Liabilities:
|
|
|
|
|
|
||||
Foreign currency contracts
|
Accounts payable and accrued expenses
|
|
$
|
24
|
|
|
$
|
116
|
|
Foreign currency contracts
|
Other liabilities
|
|
1
|
|
|
—
|
|
||
Commodity contracts
|
Accounts payable and accrued expenses
|
|
43
|
|
|
47
|
|
||
Commodity contracts
|
Other liabilities
|
|
1
|
|
|
—
|
|
||
Other derivative instruments
|
Accounts payable and accrued expenses
|
|
2
|
|
|
1
|
|
||
Total liabilities
|
|
|
$
|
71
|
|
|
$
|
164
|
|
1
|
All of the Company's derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of legally enforceable master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to
Note 16
for the net presentation of the Company's derivative instruments.
|
2
|
Refer to
Note 16
for additional information related to the estimated fair value.
|
|
Gain (Loss)
Recognized
in Other
Comprehensive
Income ("OCI")
|
|
|
Location of Gain (Loss)
Recognized in Income
1
|
|
Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
|
Gain (Loss)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
|
|||
2012
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
59
|
|
|
Net operating revenues
|
|
$
|
(46
|
)
|
|
$
|
2
|
|
|
Foreign currency contracts
|
34
|
|
|
Cost of goods sold
|
|
(23
|
)
|
|
—
|
|
|
|||
Interest rate contracts
|
1
|
|
|
Interest expense
|
|
(12
|
)
|
|
—
|
|
2
|
|||
Commodity contracts
|
(4
|
)
|
|
Cost of goods sold
|
|
(1
|
)
|
|
—
|
|
|
|||
Total
|
$
|
90
|
|
|
|
|
$
|
(82
|
)
|
|
$
|
2
|
|
|
2011
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
3
|
|
|
Net operating revenues
|
|
$
|
(231
|
)
|
|
$
|
—
|
|
2
|
Interest rate contracts
|
(11
|
)
|
|
Interest expense
|
|
(12
|
)
|
|
(1
|
)
|
|
|||
Commodity contracts
|
(1
|
)
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
|||
Total
|
$
|
(9
|
)
|
|
|
|
$
|
(243
|
)
|
|
$
|
(1
|
)
|
|
2010
|
|
|
|
|
|
|
|
|
||||||
Foreign currency contracts
|
$
|
(307
|
)
|
|
Net operating revenues
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
Interest rate contracts
|
—
|
|
|
Interest expense
|
|
(15
|
)
|
|
—
|
|
|
|||
Commodity contracts
|
1
|
|
|
Cost of goods sold
|
|
—
|
|
|
—
|
|
|
|||
Total
|
$
|
(306
|
)
|
|
|
|
$
|
(17
|
)
|
|
$
|
(2
|
)
|
|
1
|
The Company records gains and losses reclassified from AOCI in income for the effective portion and ineffective portion, if any, to the same line items in our consolidated statements of income.
|
2
|
Includes a de minimis amount of ineffectiveness in the hedging relationship.
|
Hedging Instruments and Hedged Items
|
Location of Gain (Loss)
Recognized in Income
|
Gain (Loss)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
|
|
|
2012
|
|
|
||
Interest rate contracts
|
Interest expense
|
$
|
89
|
|
Fixed-rate debt
|
Interest expense
|
(42
|
)
|
|
Net impact to interest expense
|
|
$
|
47
|
|
Foreign currency contracts
|
Other income (loss) — net
|
$
|
42
|
|
Available-for-sale securities
|
Other income (loss) — net
|
(46
|
)
|
|
Net impact to other income (loss) — net
|
|
$
|
(4
|
)
|
Net impact of fair value hedging instruments
|
|
$
|
43
|
|
2011
|
|
|
||
Interest rate contracts
|
Interest expense
|
$
|
343
|
|
Fixed-rate debt
|
Interest expense
|
(333
|
)
|
|
Net impact to interest expense
|
|
$
|
10
|
|
2010
|
|
|
||
Interest rate contracts
|
Interest expense
|
$
|
(97
|
)
|
Fixed-rate debt
|
Interest expense
|
102
|
|
|
Net impact to interest expense
|
|
$
|
5
|
|
|
Gain (Loss)
Recognized in OCI
|
||||||||||
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Foreign currency contracts
|
$
|
(61
|
)
|
|
$
|
(3
|
)
|
|
$
|
(15
|
)
|
|
|
|
Gains (Losses)
|
||||||||||
Derivatives Not Designated
as Hedging Instruments
|
Location of Gains (Losses)
Recognized in Income
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||||
Foreign currency contracts
|
Net operating revenues
|
|
$
|
(7
|
)
|
|
$
|
7
|
|
|
$
|
(15
|
)
|
Foreign currency contracts
|
Other income (loss) — net
|
|
24
|
|
|
(37
|
)
|
|
(46
|
)
|
|||
Foreign currency contracts
|
Cost of goods sold
|
|
—
|
|
|
(12
|
)
|
|
(9
|
)
|
|||
Commodity contracts
|
Net operating revenues
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Commodity contracts
|
Cost of goods sold
|
|
(110
|
)
|
|
(42
|
)
|
|
40
|
|
|||
Commodity contracts
|
Selling, general and administrative expenses
|
|
9
|
|
|
(11
|
)
|
|
—
|
|
|||
Interest rate swaps
|
Interest expense
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Interest rate locks
|
Interest expense
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|||
Other derivative instruments
|
Selling, general and administrative expenses
|
|
18
|
|
|
8
|
|
|
21
|
|
|||
Total
|
|
|
$
|
(62
|
)
|
|
$
|
(87
|
)
|
|
$
|
(118
|
)
|
|
Nine Months Ended
|
|
|
|
October 1, 2010
|
|
|
Net operating revenues
|
$
|
16,464
|
|
Cost of goods sold
|
10,028
|
|
|
Gross profit
|
$
|
6,436
|
|
Operating income (loss)
|
$
|
1,369
|
|
Net income (loss)
|
$
|
677
|
|
|
Nine Months Ended
|
|
|
|
October 1, 2010
|
|
|
Concentrate, syrup and finished product sales to CCE
|
$
|
4,737
|
|
Syrup and finished product purchases from CCE
|
263
|
|
|
CCE purchases of sweeteners through our Company
|
251
|
|
|
Marketing payments made by us directly to CCE
|
314
|
|
|
Marketing payments made to third parties on behalf of CCE
|
106
|
|
|
Local media and marketing program reimbursements from CCE
|
268
|
|
|
Payments made to CCE for dispensing equipment repair services
|
64
|
|
|
Other payments — net
|
19
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Net operating revenues
|
$
|
47,087
|
|
|
$
|
42,472
|
|
|
$
|
38,663
|
|
Cost of goods sold
|
28,821
|
|
|
26,271
|
|
|
23,053
|
|
|||
Gross profit
|
$
|
18,266
|
|
|
$
|
16,201
|
|
|
$
|
15,610
|
|
Operating income
|
$
|
4,605
|
|
|
$
|
4,181
|
|
|
$
|
4,134
|
|
Consolidated net income
|
$
|
2,993
|
|
|
$
|
2,237
|
|
|
$
|
2,659
|
|
Less: Net income attributable to noncontrolling interests
|
89
|
|
|
99
|
|
|
89
|
|
|||
Net income attributable to common shareowners
|
$
|
2,904
|
|
|
$
|
2,138
|
|
|
$
|
2,570
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
Current assets
|
$
|
16,054
|
|
|
$
|
13,960
|
|
Noncurrent assets
|
32,687
|
|
|
27,152
|
|
||
Total assets
|
$
|
48,741
|
|
|
$
|
41,112
|
|
Current liabilities
|
$
|
12,004
|
|
|
$
|
10,545
|
|
Noncurrent liabilities
|
12,272
|
|
|
11,646
|
|
||
Total liabilities
|
$
|
24,276
|
|
|
$
|
22,191
|
|
Equity attributable to shareowners of investees
|
$
|
23,827
|
|
|
$
|
18,392
|
|
Equity attributable to noncontrolling interests
|
638
|
|
|
529
|
|
||
Total equity
|
$
|
24,465
|
|
|
$
|
18,921
|
|
Company equity investment
|
$
|
9,216
|
|
|
$
|
7,233
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
Land
|
$
|
997
|
|
|
$
|
1,141
|
|
Buildings and improvements
|
5,307
|
|
|
5,240
|
|
||
Machinery, equipment and vehicle fleet
|
16,203
|
|
|
15,504
|
|
||
Construction in progress
|
979
|
|
|
1,266
|
|
||
|
23,486
|
|
|
23,151
|
|
||
Less accumulated depreciation
|
9,010
|
|
|
8,212
|
|
||
Property, plant and equipment — net
|
$
|
14,476
|
|
|
$
|
14,939
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
Trademarks
|
$
|
6,527
|
|
|
$
|
6,430
|
|
Bottlers' franchise rights
1
|
7,405
|
|
|
7,770
|
|
||
Goodwill
|
12,255
|
|
|
12,219
|
|
||
Other
|
111
|
|
|
113
|
|
||
Indefinite-lived intangible assets
2
|
$
|
26,298
|
|
|
$
|
26,532
|
|
1
|
The decrease in 2012 was primarily related to the Company's consolidated Philippine and Brazilian bottling operations being transferred to assets held for sale as of December 31, 2012. This decrease was partially offset by the acquisition of the Sacramento bottler in 2012 and the finalization of purchase accounting related to our 2011 acquisition of Great Plains. Refer to
Note 2
for additional information related to each of these transactions.
|
2
|
The distribution rights acquired from DPS are the only significant indefinite-lived intangible assets subject to renewal or extension arrangements. Refer to
Note 2
.
|
|
Eurasia &
Africa
|
|
|
Europe
|
|
|
Latin
America
|
|
|
North
America
|
|
|
Pacific
|
|
|
Bottling
Investments
|
|
|
Total
|
|
|||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of January 1
|
$
|
44
|
|
|
$
|
695
|
|
|
$
|
166
|
|
|
$
|
9,861
|
|
|
$
|
112
|
|
|
$
|
787
|
|
|
$
|
11,665
|
|
Effect of foreign currency translation
|
(6
|
)
|
|
15
|
|
|
(3
|
)
|
|
—
|
|
|
2
|
|
|
11
|
|
|
19
|
|
|||||||
Acquisitions
1
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|||||||
Adjustments related to the finalization
of purchase accounting
1
|
—
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|
—
|
|
|
5
|
|
|
309
|
|
|||||||
Divestitures, deconsolidations and other
1
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|
—
|
|
|
(124
|
)
|
|
31
|
|
|||||||
Balance as of December 31
|
$
|
38
|
|
|
$
|
710
|
|
|
$
|
163
|
|
|
$
|
10,515
|
|
|
$
|
114
|
|
|
$
|
679
|
|
|
$
|
12,219
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of January 1
|
$
|
38
|
|
|
$
|
710
|
|
|
$
|
163
|
|
|
$
|
10,515
|
|
|
$
|
114
|
|
|
$
|
679
|
|
|
$
|
12,219
|
|
Effect of foreign currency translation
|
(1
|
)
|
|
(19
|
)
|
|
5
|
|
|
—
|
|
|
6
|
|
|
(4
|
)
|
|
(13
|
)
|
|||||||
Acquisitions
1
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
157
|
|
|
257
|
|
|||||||
Adjustments related to the finalization
of purchase accounting
1
|
—
|
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
(38
|
)
|
|||||||
Divestitures, deconsolidations and other
2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|
(170
|
)
|
|||||||
Balance as of December 31
|
$
|
37
|
|
|
$
|
691
|
|
|
$
|
168
|
|
|
$
|
10,577
|
|
|
$
|
120
|
|
|
$
|
662
|
|
|
$
|
12,255
|
|
1
|
Refer to
Note 2
for information related to the Company's acquisitions and divestitures.
|
2
|
Relates to the transfer of goodwill associated with the Company's consolidated Philippine and Brazilian bottling operations to assets held for sale as of December 31, 2012. Refer to
Note 2
for additional information related to this transaction.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
||||||
Customer relationships
|
$
|
622
|
|
$
|
(166
|
)
|
$
|
456
|
|
|
$
|
619
|
|
$
|
(126
|
)
|
$
|
493
|
|
Bottlers' franchise rights
|
730
|
|
(221
|
)
|
509
|
|
|
668
|
|
(119
|
)
|
549
|
|
||||||
Trademarks
|
65
|
|
(43
|
)
|
22
|
|
|
99
|
|
(70
|
)
|
29
|
|
||||||
Other
|
129
|
|
(77
|
)
|
52
|
|
|
196
|
|
(130
|
)
|
66
|
|
||||||
Total
|
$
|
1,546
|
|
$
|
(507
|
)
|
$
|
1,039
|
|
|
$
|
1,582
|
|
$
|
(445
|
)
|
$
|
1,137
|
|
|
|
Amortization
Expense
|
|
|
2013
|
|
$
|
161
|
|
2014
|
|
153
|
|
|
2015
|
|
148
|
|
|
2016
|
|
142
|
|
|
2017
|
|
90
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
Accrued marketing
|
$
|
2,231
|
|
|
$
|
2,286
|
|
Other accrued expenses
|
2,711
|
|
|
2,749
|
|
||
Trade accounts payable
|
1,969
|
|
|
2,172
|
|
||
Accrued compensation
|
1,045
|
|
|
1,048
|
|
||
Sales, payroll and other taxes
|
389
|
|
|
405
|
|
||
Container deposits
|
335
|
|
|
349
|
|
||
Accounts payable and accrued expenses
|
$
|
8,680
|
|
|
$
|
9,009
|
|
•
|
$
1,000 million
total principal amount of notes due March 14, 2014, at a variable interest rate equal to the
three
-month London Interbank Offered Rate ("LIBOR") minus
0.05 percent
;
|
•
|
$
1,000 million
total principal amount of notes due March 13, 2015, at a fixed interest rate of
0.75 percent
; and
|
•
|
$
750 million
total principal amount of notes due March 14, 2018, at a fixed interest rate of
1.65 percent
.
|
•
|
$
1,655 million
total principal amount of notes due September 1, 2016, at a fixed interest rate of
1.8 percent
; and
|
•
|
$
1,324 million
total principal amount of notes due September 1, 2021, at a fixed interest rate of
3.3 percent
.
|
•
|
During the first quarter of 2011, the Company repurchased all of our outstanding U.K. pound sterling notes that had a carrying value of $
674 million
;
|
•
|
During the second quarter of 2011, the Company repurchased long-term debt that had a carrying value of $
42 million
; and
|
•
|
During the third quarter of 2011, the Company repurchased long-term debt that had a carrying value of $
19 million
.
|
•
|
$
1,250 million
total principal amount of notes due May 15, 2012, at a variable interest rate of
three
-month LIBOR plus
0.05 percent
;
|
•
|
$
1,250 million
total principal amount of notes due November 15, 2013, at a fixed interest rate of
0.75 percent
;
|
•
|
$
1,000 million
total principal amount of notes due November 15, 2015, at a fixed interest rate of
1.5 percent
; and
|
•
|
$
1,000 million
total principal amount of notes due November 15, 2020, at a fixed interest rate of
3.15 percent
.
|
•
|
$
2,594 million
total principal amount of U.S. dollar notes due
2011
to
2037
at an average interest rate of
5.7 percent
;
|
•
|
$
2,288 million
total principal amount of U.S. dollar debentures due
2012
to
2098
at an average interest rate of
7.4 percent
;
|
•
|
$
275 million
total principal amount of U.S. dollar notes due
2011
at a variable interest rate of
1.0 percent
;
|
•
|
$
544 million
total principal amount of U.K. pound sterling notes due
2016
and
2021
at an average interest rate of
6.5 percent
;
|
•
|
$
303 million
principal amount of U.S. dollar
zero
coupon notes due
2020
; and
|
•
|
$
26 million
of other long-term debt.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||
|
Amount
|
|
|
Average
Rate
1
|
|
|
Amount
|
|
|
Average
Rate
1
|
|
||
U.S. dollar notes due 2013–2093
|
$
|
13,407
|
|
|
1.7
|
%
|
|
$
|
12,270
|
|
|
1.9
|
%
|
U.S. dollar debentures due 2017–2098
|
2,207
|
|
|
3.7
|
|
|
2,482
|
|
|
4.0
|
|
||
U.S. dollar zero coupon notes due 2020
2
|
135
|
|
|
8.4
|
|
|
130
|
|
|
8.4
|
|
||
Other, due through 2098
3
|
291
|
|
|
4.4
|
|
|
584
|
|
|
4.8
|
|
||
Fair value adjustment
4
|
273
|
|
|
N/A
|
|
|
231
|
|
|
N/A
|
|
||
Total
5,6
|
$
|
16,313
|
|
|
2.1
|
%
|
|
$
|
15,697
|
|
|
2.3
|
%
|
Less current portion
|
1,577
|
|
|
|
|
|
2,041
|
|
|
|
|
||
Long-term debt
|
$
|
14,736
|
|
|
|
|
|
$
|
13,656
|
|
|
|
|
1
|
These rates represent the weighted-average effective interest rate on the balances outstanding as of year end, as adjusted for the effects of interest rate swap agreements as well as fair value adjustments, if applicable. Refer to
Note 5
for a more detailed discussion on interest rate management.
|
2
|
This amount is shown net of unamortized discounts of $
36 million
and $
41 million
as of
December 31, 2012
and
2011
, respectively.
|
3
|
As of
December 31, 2012
, the amount shown includes $
90 million
of debt instruments that are due through
2022
.
|
4
|
Refer to
Note 5
for additional information about our fair value hedging strategy.
|
5
|
As of
December 31, 2012
and
2011
, the fair value of our long-term debt, including the current portion, was $
17,157 million
and $
16,360 million
, respectively. The fair value of our long-term debt is estimated based on quoted prices for those or similar instruments.
|
6
|
The above notes and debentures include various restrictions, none of which is presently significant to our Company.
|
|
Maturities of
Long-Term Debt
|
|
|
2013
|
$
|
1,577
|
|
2014
|
2,633
|
|
|
2015
|
2,451
|
|
|
2016
|
1,705
|
|
|
2017
|
1,439
|
|
Years Ending December 31,
|
Operating Lease Payments
|
|
|
2013
|
$
|
233
|
|
2014
|
162
|
|
|
2015
|
128
|
|
|
2016
|
101
|
|
|
2017
|
72
|
|
|
Thereafter
|
235
|
|
|
Total minimum operating lease payments
1
|
$
|
931
|
|
1
|
Income associated with sublease arrangements is not significant.
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
|
|
|
As Adjusted
|
||||||||
Fair value of options at grant date
|
$
|
3.80
|
|
|
$
|
4.64
|
|
|
$
|
4.70
|
|
Dividend yield
1
|
2.7
|
%
|
|
2.7
|
%
|
|
2.9
|
%
|
|||
Expected volatility
2
|
18.0
|
%
|
|
19.0
|
%
|
|
20.0
|
%
|
|||
Risk-free interest rate
3
|
1.0
|
%
|
|
2.3
|
%
|
|
3.0
|
%
|
|||
Expected term of the option
4
|
5 years
|
|
|
5 years
|
|
|
6 years
|
|
1
|
The dividend yield is the calculated yield on the Company's stock at the time of the grant.
|
2
|
Expected volatility is based on implied volatilities from traded options on the Company's stock, historical volatility of the Company's stock and other factors.
|
3
|
The risk-free interest rate for the period matching the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
|
4
|
The expected term of the option represents the period of time that options granted are expected to be outstanding and is derived by analyzing historic exercise behavior.
|
•
|
The Coca-Cola Company 1999 Stock Option Plan (the "1999 Option Plan") was approved by shareowners in April 1999. Under the 1999 Option Plan, a maximum of
240 million
shares of our common stock was approved to be issued or transferred, through the grant of stock options, to certain officers and employees.
|
•
|
The Coca-Cola Company 2002 Stock Option Plan (the "2002 Option Plan") was approved by shareowners in April 2002. An amendment to the 2002 Option Plan which permitted the issuance of stock appreciation rights was approved by shareowners in April 2003. Under the 2002 Option Plan, a maximum of
240 million
shares of our common stock was approved to be issued or transferred, through the grant of stock options or stock appreciation rights, to certain officers and employees. No stock appreciation rights have been issued under the 2002 Option Plan as of
December 31, 2012
.
|
•
|
The Coca-Cola Company 2008 Stock Option Plan (the "2008 Option Plan") was approved by shareowners in April 2008. Under the 2008 Option Plan, a maximum of
280 million
shares of our common stock was approved to be issued or transferred to certain officers and employees pursuant to stock options granted under the 2008 Option Plan.
|
|
Shares
(In millions)
|
|
|
Weighted-Average
Exercise Price
|
|
|
Weighted-Average
Remaining
Contractual Life
|
|
Aggregate
Intrinsic Value
(In millions)
|
|
||
Outstanding on January 1, 2012 — As Adjusted
|
323
|
|
|
$
|
25.62
|
|
|
|
|
|
|
|
Granted
|
53
|
|
|
34.40
|
|
|
|
|
|
|
||
Exercised
|
(61
|
)
|
|
24.43
|
|
|
|
|
|
|
||
Forfeited/expired
|
(6
|
)
|
|
30.01
|
|
|
|
|
|
|
||
Outstanding on December 31, 2012
1
|
309
|
|
|
$
|
27.27
|
|
|
5.82 years
|
|
$
|
2,777
|
|
Expected to vest at December 31, 2012
|
305
|
|
|
$
|
27.20
|
|
|
5.79 years
|
|
$
|
2,765
|
|
Exercisable on December 31, 2012
|
194
|
|
|
$
|
24.92
|
|
|
4.41 years
|
|
$
|
2,200
|
|
1
|
Includes
4 million
stock option replacement awards in connection with our acquisition of CCE's former North America business in 2010. These options had a weighted-average exercise price of $
18.32
, and generally vest over
3
years and expire
10
years from the original date of grant.
|
1
|
The outstanding performance share units as of
December 31, 2012
, at the threshold award and maximum award levels were
8.8 million
and
26.4 million
, respectively.
|
1
|
The weighted-average grant-date fair value is based on the fair values of the performance share units granted.
|
2
|
The nonvested shares as of January 1, 2012, and
December 31, 2012
, are presented at the performance share units certified award amount.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
||||
Benefit obligation at beginning of year
1
|
$
|
8,255
|
|
|
$
|
7,292
|
|
|
$
|
953
|
|
|
$
|
889
|
|
Service cost
|
291
|
|
|
249
|
|
|
34
|
|
|
32
|
|
||||
Interest cost
|
388
|
|
|
391
|
|
|
43
|
|
|
45
|
|
||||
Foreign currency exchange rate changes
|
(7
|
)
|
|
30
|
|
|
3
|
|
|
2
|
|
||||
Amendments
|
(3
|
)
|
|
(57
|
)
|
|
(2
|
)
|
|
(12
|
)
|
||||
Actuarial loss (gain)
|
1,259
|
|
|
773
|
|
|
115
|
|
|
45
|
|
||||
Benefits paid
2
|
(420
|
)
|
|
(440
|
)
|
|
(53
|
)
|
|
(63
|
)
|
||||
Settlements
|
(35
|
)
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
||||
Curtailments
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Special termination benefits
|
1
|
|
|
8
|
|
|
—
|
|
|
3
|
|
||||
Other
3
|
(42
|
)
|
|
33
|
|
|
11
|
|
|
12
|
|
||||
Benefit obligation at end of year
1
|
$
|
9,693
|
|
|
$
|
8,255
|
|
|
$
|
1,104
|
|
|
$
|
953
|
|
Fair value of plan assets at beginning of year
|
$
|
6,171
|
|
|
$
|
5,497
|
|
|
$
|
185
|
|
|
$
|
187
|
|
Actual return on plan assets
|
822
|
|
|
73
|
|
|
16
|
|
|
(4
|
)
|
||||
Employer contributions
|
1,056
|
|
|
1,001
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency exchange rate changes
|
(17
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(366
|
)
|
|
(374
|
)
|
|
(2
|
)
|
|
(1
|
)
|
||||
Settlements
|
(34
|
)
|
|
(27
|
)
|
|
—
|
|
|
—
|
|
||||
Other
3
|
(48
|
)
|
|
2
|
|
|
3
|
|
|
3
|
|
||||
Fair value of plan assets at end of year
|
$
|
7,584
|
|
|
$
|
6,171
|
|
|
$
|
202
|
|
|
$
|
185
|
|
Net liability recognized
|
$
|
(2,109
|
)
|
|
$
|
(2,084
|
)
|
|
$
|
(902
|
)
|
|
$
|
(768
|
)
|
1
|
For pension benefit plans, the benefit obligation is the projected benefit obligation. For other benefit plans, the benefit obligation is the accumulated postretirement benefit obligation. The accumulated benefit obligation for our pension plans was
$9,345 million
and
$7,958 million
as of
December 31, 2012
and
2011
, respectively.
|
2
|
Benefits paid to pension plan participants during
2012
and
2011
included
$54 million
and
$66 million
, respectively, in payments related to unfunded pension plans that were paid from Company assets. Benefits paid to participants of other benefit plans during
2012
and
2011
included
$51 million
and
$62 million
, respectively, that were paid from Company assets.
|
3
|
In 2012, primarily relates to the transfer of assets and liabilities associated with the Company's consolidated Philippine bottling operations to assets held for sale and liabilities held for sale as of December 31, 2012. Refer to
Note 2
for additional information.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
December 31,
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
||||
Noncurrent asset
|
$
|
395
|
|
|
$
|
468
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current liability
|
(73
|
)
|
|
(68
|
)
|
|
(21
|
)
|
|
(21
|
)
|
||||
Long-term liability
|
(2,431
|
)
|
|
(2,484
|
)
|
|
(881
|
)
|
|
(747
|
)
|
||||
Net liability recognized
|
$
|
(2,109
|
)
|
|
$
|
(2,084
|
)
|
|
$
|
(902
|
)
|
|
$
|
(768
|
)
|
December 31,
|
2012
|
|
|
2011
|
|
||
Projected benefit obligation
|
$
|
9,161
|
|
|
$
|
7,591
|
|
Fair value of plan assets
|
6,659
|
|
|
5,048
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
Accumulated benefit obligation
|
$
|
8,736
|
|
|
$
|
7,277
|
|
Fair value of plan assets
|
6,546
|
|
|
4,998
|
|
|
U.S. Plans
|
|
Non-U.S. Plans
|
||||||||||||
December 31,
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
||||
Cash and cash equivalents
|
$
|
299
|
|
|
$
|
104
|
|
|
$
|
87
|
|
|
$
|
123
|
|
Equity securities:
|
|
|
|
|
|
|
|
||||||||
U.S.-based companies
|
1,844
|
|
|
1,362
|
|
|
37
|
|
|
33
|
|
||||
International-based companies
|
324
|
|
|
630
|
|
|
640
|
|
|
323
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
||||||||
Government bonds
|
399
|
|
|
358
|
|
|
163
|
|
|
415
|
|
||||
Corporate bonds and debt securities
|
856
|
|
|
669
|
|
|
126
|
|
|
49
|
|
||||
Mutual, pooled and commingled funds
1
|
1,057
|
|
|
323
|
|
|
453
|
|
|
406
|
|
||||
Hedge funds/limited partnerships
|
496
|
|
|
458
|
|
|
29
|
|
|
31
|
|
||||
Real estate
|
248
|
|
|
256
|
|
|
9
|
|
|
14
|
|
||||
Other
|
26
|
|
|
114
|
|
|
491
|
|
|
503
|
|
||||
Total pension plan assets
2
|
$
|
5,549
|
|
|
$
|
4,274
|
|
|
$
|
2,035
|
|
|
$
|
1,897
|
|
1
|
Mutual, pooled and commingled funds include investments in equity securities, fixed-income securities and combinations of both. There are a significant number of mutual, pooled and commingled funds from which investors can choose. The selection of the type of fund is dictated by the specific investment objectives and needs of a given plan. These objectives and needs vary greatly between plans.
|
2
|
Fair value disclosures related to our pension assets are included in
Note 16
. Fair value disclosures include, but are not limited to, the levels within the fair value hierarchy on which the fair value measurements in their entirety fall; a reconciliation of the beginning and ending balances of Level 3 assets; and information about the valuation techniques and inputs used to measure the fair value of our pension and other postretirement assets.
|
(1)
|
optimize the long-term return on plan assets at an acceptable level of risk;
|
(2)
|
maintain a broad diversification across asset classes and among investment managers;
|
(3)
|
maintain careful control of the risk level within each asset class; and
|
(4)
|
focus on a long-term return objective.
|
December 31,
|
2012
|
|
|
2011
|
|
||
Cash and cash equivalents
|
$
|
13
|
|
|
$
|
86
|
|
Equity securities:
|
|
|
|
||||
U.S.-based companies
|
81
|
|
|
70
|
|
||
International-based companies
|
4
|
|
|
13
|
|
||
Fixed-income securities:
|
|
|
|
||||
Government bonds
|
78
|
|
|
2
|
|
||
Corporate bonds and debt securities
|
5
|
|
|
6
|
|
||
Mutual, pooled and commingled funds
|
16
|
|
|
3
|
|
||
Hedge funds/limited partnerships
|
3
|
|
|
2
|
|
||
Real estate
|
2
|
|
|
2
|
|
||
Other
|
—
|
|
|
1
|
|
||
Total other postretirement benefit plan assets
1
|
$
|
202
|
|
|
$
|
185
|
|
1
|
Fair value disclosures related to our other postretirement benefit plan assets are included in
Note 16
. Fair value disclosures include, but are not limited to, the levels within the fair value hierarchy on which the fair value measurements in their entirety fall; a reconciliation of the beginning and ending balances of Level 3 assets; and information about the valuation techniques and inputs used to measure the fair value of our pension and other postretirement assets.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||||||||
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
||||||
|
|
|
As Adjusted
|
|
|
|
|
|
|
||||||||||||||
Service cost
|
$
|
291
|
|
|
$
|
249
|
|
|
$
|
143
|
|
|
$
|
34
|
|
|
$
|
32
|
|
|
$
|
24
|
|
Interest cost
|
388
|
|
|
391
|
|
|
260
|
|
|
43
|
|
|
45
|
|
|
30
|
|
||||||
Expected return on plan assets
|
(573
|
)
|
|
(508
|
)
|
|
(285
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
(8
|
)
|
||||||
Amortization of prior service cost (credit)
|
(2
|
)
|
|
5
|
|
|
5
|
|
|
(52
|
)
|
|
(61
|
)
|
|
(61
|
)
|
||||||
Amortization of actuarial loss
|
137
|
|
|
82
|
|
|
83
|
|
|
6
|
|
|
2
|
|
|
3
|
|
||||||
Net periodic benefit cost (credit)
|
$
|
241
|
|
|
$
|
219
|
|
|
$
|
206
|
|
|
$
|
23
|
|
|
$
|
10
|
|
|
$
|
(12
|
)
|
Settlement charge
|
3
|
|
|
3
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Curtailment charge
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Special termination benefits
1
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
||||||
Total cost (credit) recognized in the statements of income
|
$
|
251
|
|
|
$
|
230
|
|
|
$
|
212
|
|
|
$
|
23
|
|
|
$
|
13
|
|
|
$
|
(11
|
)
|
1
|
The special termination benefits primarily relate to the Company's productivity, restructuring and integration initiatives. Refer to
Note 18
for additional information related to our productivity, restructuring and integration initiatives.
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
December 31,
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
||||
|
|
|
As Adjusted
|
|
|
|
|
|
|||||||
Beginning balance in AOCI
|
$
|
(2,169
|
)
|
|
$
|
(1,101
|
)
|
|
$
|
(34
|
)
|
|
$
|
72
|
|
Recognized prior service cost (credit)
|
(2
|
)
|
|
5
|
|
|
(52
|
)
|
|
(61
|
)
|
||||
Recognized net actuarial loss (gain)
|
140
|
|
|
85
|
|
|
6
|
|
|
2
|
|
||||
Prior service credit (cost) arising in current year
|
3
|
|
|
57
|
|
|
2
|
|
|
12
|
|
||||
Net actuarial (loss) gain arising in current year
|
(1,009
|
)
|
|
(1,208
|
)
|
|
(107
|
)
|
|
(57
|
)
|
||||
Foreign currency translation gain (loss)
|
5
|
|
|
(7
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
Ending balance in AOCI
|
$
|
(3,032
|
)
|
|
$
|
(2,169
|
)
|
|
$
|
(186
|
)
|
|
$
|
(34
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||
December 31,
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
||||
|
|
|
As Adjusted
|
|
|
|
|
|
|||||||
Prior service credit (cost)
|
$
|
16
|
|
|
$
|
14
|
|
|
$
|
23
|
|
|
$
|
73
|
|
Net actuarial loss
|
(3,048
|
)
|
|
(2,183
|
)
|
|
(209
|
)
|
|
(107
|
)
|
||||
Ending balance in AOCI
|
$
|
(3,032
|
)
|
|
$
|
(2,169
|
)
|
|
$
|
(186
|
)
|
|
$
|
(34
|
)
|
|
Pension Benefits
|
|
Other Benefits
|
||||
Amortization of prior service cost (credit)
|
$
|
(3
|
)
|
|
$
|
(10
|
)
|
Amortization of actuarial loss
|
238
|
|
|
11
|
|
||
|
$
|
235
|
|
|
$
|
1
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||
December 31,
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
Discount rate
|
4.00
|
%
|
|
4.75
|
%
|
|
4.00
|
%
|
|
4.75
|
%
|
Rate of increase in compensation levels
|
3.50
|
%
|
|
3.25
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Pension Benefits
|
|
Other Benefits
|
||||||||||||||
December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
Discount rate
|
4.75
|
%
|
|
5.50
|
%
|
|
5.75
|
%
|
|
4.75
|
%
|
|
5.25
|
%
|
|
5.50
|
%
|
Rate of increase in compensation levels
|
3.25
|
%
|
|
4.00
|
%
|
|
3.75
|
%
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Expected long-term rate of return on plan assets
|
8.25
|
%
|
|
8.25
|
%
|
|
8.00
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
|
4.75
|
%
|
December 31,
|
2012
|
|
|
2011
|
|
Health care cost trend rate assumed for next year
|
8.00
|
%
|
|
8.00
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2019
|
|
|
2018
|
|
Year Ended December 31,
|
2013
|
|
|
2014
|
|
|
2015
|
|
|
2016
|
|
|
2017
|
|
|
2018-2022
|
|
||||||
Pension benefit payments
|
$
|
452
|
|
|
$
|
473
|
|
|
$
|
493
|
|
|
$
|
510
|
|
|
$
|
542
|
|
|
$
|
2,929
|
|
Other benefit payments
1
|
58
|
|
|
61
|
|
|
64
|
|
|
65
|
|
|
66
|
|
|
352
|
|
||||||
Total estimated benefit payments
|
$
|
510
|
|
|
$
|
534
|
|
|
$
|
557
|
|
|
$
|
575
|
|
|
$
|
608
|
|
|
$
|
3,281
|
|
1
|
The expected benefit payments for our other postretirement benefit plans are net of estimated federal subsidies expected to be received under the Medicare Prescription Drug, Improvement and Modernization Act of 2003. Federal subsidies are estimated to be approximately
$18 million
for the period 2013–2017, and
$22 million
for the period 2018–2022.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
|
|
|
As Adjusted
|
||||||||
United States
1
|
$
|
3,526
|
|
|
$
|
3,029
|
|
|
$
|
7,188
|
|
International
|
8,283
|
|
|
8,429
|
|
|
7,019
|
|
|||
Total
|
$
|
11,809
|
|
|
$
|
11,458
|
|
|
$
|
14,207
|
|
1
|
In 2010, the Company's U.S. income before income taxes included a $
4,978 million
gain due to the remeasurement of our equity investment in CCE to fair value upon our acquisition of CCE's former North America business. Refer to
Note 2
for additional information.
|
|
United States
|
|
|
State and Local
|
|
|
International
|
|
|
Total
|
|
||||
2012
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
602
|
|
|
$
|
74
|
|
|
$
|
1,415
|
|
|
$
|
2,091
|
|
Deferred
|
936
|
|
|
33
|
|
|
(337
|
)
|
|
632
|
|
||||
2011 — As Adjusted
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
286
|
|
|
$
|
66
|
|
|
$
|
1,425
|
|
|
$
|
1,777
|
|
Deferred
|
898
|
|
|
27
|
|
|
110
|
|
|
1,035
|
|
||||
2010 — As Adjusted
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
469
|
|
|
$
|
85
|
|
|
$
|
1,212
|
|
|
$
|
1,766
|
|
Deferred
|
586
|
|
|
2
|
|
|
16
|
|
|
604
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
As Adjusted
|
||||||
Statutory U.S. federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State and local income taxes — net of federal benefit
|
1.1
|
|
|
0.9
|
|
|
0.6
|
|
|
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal rate
|
(9.5
|
)
|
1,2
|
(9.5
|
)
|
5,6,7
|
(5.6
|
)
|
15
|
Reversal of valuation allowances
|
(2.4
|
)
|
3
|
—
|
|
|
—
|
|
|
Equity income or loss
|
(2.0
|
)
|
|
(1.4
|
)
|
8
|
(1.9
|
)
|
16
|
CCE transaction
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
17,18
|
Sale of Norwegian and Swedish bottling operations
|
—
|
|
|
—
|
|
9
|
0.4
|
|
19
|
Other operating charges
|
0.4
|
|
4
|
0.3
|
|
10
|
0.4
|
|
20
|
Other — net
|
0.5
|
|
|
(0.8
|
)
|
11,12,13,14
|
0.3
|
|
21,22
|
Effective tax rate
|
23.1
|
%
|
|
24.5
|
%
|
|
16.7
|
%
|
|
1
|
Includes a tax expense of $
133 million
(or a
1.1 percent
impact on our effective tax rate) related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, in various international jurisdictions.
|
2
|
Includes a tax expense of $
57 million
on pretax net gains of $
76 million
(or a
0.3 percent
impact on our effective tax rate) related to the following: a gain recognized as a result of the merger of Embotelladora Andina S.A. ("Andina") and Embotelladoras Coca-Cola Polar S.A. ("Polar"); a gain recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock
|
3
|
Relates to a net tax benefit of $
283 million
associated with the reversal of valuation allowances in certain of the Company's foreign jurisdictions.
|
4
|
Includes a tax benefit of $
95 million
on pretax charges of $
416 million
(or a
0.4 percent
impact on our effective tax rate) primarily related to the Company's productivity and reinvestment program as well as other restructuring initiatives; the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives; and the refinement of previously established accruals related to the Company's integration of CCE's former North America business. Refer to
Note 18
.
|
5
|
Includes a tax benefit of $
6 million
related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, in various international jurisdictions.
|
6
|
Includes a
zero percent
effective tax rate on pretax charges of $
17 million
due to the impairment of available-for-sale securities. Refer to
Note 3
and
Note 17
.
|
7
|
Includes a tax expense of $
299 million
on pretax net gains of $
641 million
(or a
0.7 percent
impact on our effective tax rate) related to the net gain recognized as a result of the merger of Embotelladoras Arca, S.A.B. de C.V. ("Arca") and Grupo Continental S.A.B. ("Contal"); the gain recognized on the sale of our investment in Embonor; and gains the Company recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock at per share amounts greater than the carrying value of the Company's per share investment. These gains were partially offset by charges associated with certain of the Company's equity method investments in Japan. Refer to
Note 17
.
|
8
|
Includes a tax benefit of $
7 million
on pretax net charges of $
53 million
(or a
0.1 percent
impact on our effective tax rate) related to our proportionate share of asset impairments and restructuring charges recorded by certain of our equity method investees. Refer to
Note 17
.
|
9
|
Includes a tax benefit of $
2 million
on pretax charges of $
5 million
related to the finalization of working capital adjustments on the sale of our Norwegian and Swedish bottling operations. Refer to
Note 2
and
Note 17
.
|
10
|
Includes a tax benefit of $
224 million
on pretax charges of $
732 million
(or a
0.3 percent
impact on our effective tax rate) primarily related to the Company's productivity, integration and restructuring initiatives; transaction costs incurred in connection with the merger of Arca and Contal; costs associated with the earthquake and tsunami that devastated northern and eastern Japan; and costs associated with the flooding in Thailand. Refer to
Note 17
.
|
11
|
Includes a tax benefit of $
8 million
on pretax charges of $
19 million
related to the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business.
|
12
|
Includes a tax benefit of $
3 million
on pretax net charges of $
9 million
related to the repurchase and/or exchange of certain long-term debt assumed in connection with our acquisition of CCE's former North America business as well as the early extinguishment of certain other long-term debt. Refer to
Note 10
.
|
13
|
Includes a tax benefit of $
14 million
on pretax charges of $
41 million
related to the impairment of an investment in an entity accounted for under the equity method of accounting. Refer to
Note 17
.
|
14
|
Includes a tax benefit of $
2 million
related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, in certain domestic jurisdictions.
|
15
|
Includes a tax expense of $
265 million
(or a
1.9 percent
impact on our effective tax rate) primarily related to deferred tax expense on certain current year undistributed foreign earnings that are not considered indefinitely reinvested and amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties.
|
16
|
Includes a tax benefit of $
9 million
on pretax net charges of $
66 million
(or a
0.1 percent
impact on our effective tax rate) related to charges recorded by our equity method investees. Refer to
Note 17
.
|
17
|
Includes a tax benefit of $
34 million
on a pretax gain of $
4,978 million
(or a reduction of
12.5 percent
on our effective tax rate) related to the remeasurement of our equity investment in CCE to fair value upon our acquisition of CCE's former North America business. The tax benefit reflects the impact of reversing deferred tax liabilities associated with our equity investment in CCE prior to the acquisition. Refer to
Note 2
.
|
18
|
Includes a tax benefit of $
99 million
on pretax charges of $
265 million
related to the write-off of preexisting relationships with CCE. Refer to
Note 2
.
|
19
|
Includes a tax expense of $
261 million
on a pretax gain of $
597 million
(or a
0.4 percent
impact on our effective tax rate) related to the sale of our Norwegian and Swedish bottling operations. Refer to
Note 2
.
|
20
|
Includes a tax benefit of $
223 million
on pretax charges of $
819 million
(or a
0.4 percent
impact on our effective tax rate) primarily related to the Company's productivity, integration and restructuring initiatives, transaction costs and charitable contributions. Refer to
Note 17
.
|
21
|
Includes a tax benefit of $
114 million
on pretax charges of $
493 million
(or a
0.5 percent
impact on our effective tax rate) related to the repurchase of certain long-term debt and costs associated with the settlement of treasury rate locks issued in connection with the debt tender offer; the loss related to the remeasurement of our Venezuelan subsidiary's net assets; other-than-temporary impairment charges; and a donation of preferred shares in one of our equity method investees. Refer to
Note 17
.
|
22
|
Includes a tax expense of $
31 million
(or a
0.2 percent
impact on our effective tax rate) related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties, and other tax matters in certain domestic jurisdictions.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Beginning balance of unrecognized tax benefits
|
$
|
320
|
|
|
$
|
387
|
|
|
$
|
354
|
|
Increases related to prior period tax positions
|
69
|
|
|
9
|
|
|
26
|
|
|||
Decreases related to prior period tax positions
|
(15
|
)
|
|
(19
|
)
|
|
(10
|
)
|
|||
Increases related to current period tax positions
|
23
|
|
|
6
|
|
|
33
|
|
|||
Decreases related to current period tax positions
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Decreases related to settlements with taxing authorities
|
(45
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Reductions as a result of a lapse of the applicable statute of limitations
|
(36
|
)
|
|
(46
|
)
|
|
(1
|
)
|
|||
Increase related to acquisition of CCE's former North America business
|
—
|
|
|
—
|
|
|
6
|
|
|||
Increases (decreases) from effects of foreign currency exchange rates
|
(14
|
)
|
|
(11
|
)
|
|
(21
|
)
|
|||
Ending balance of unrecognized tax benefits
|
$
|
302
|
|
|
$
|
320
|
|
|
$
|
387
|
|
December 31,
|
2012
|
|
|
2011
|
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Property, plant and equipment
|
$
|
89
|
|
|
$
|
224
|
|
|
Trademarks and other intangible assets
|
77
|
|
|
68
|
|
|
||
Equity method investments (including foreign currency translation adjustment)
|
209
|
|
|
278
|
|
|
||
Derivative financial instruments
|
116
|
|
|
43
|
|
|
||
Other liabilities
|
1,178
|
|
|
1,257
|
|
|
||
Benefit plans
|
1,808
|
|
|
2,022
|
|
|
||
Net operating/capital loss carryforwards
|
782
|
|
|
818
|
|
|
||
Other
|
320
|
|
|
418
|
|
|
||
Gross deferred tax assets
|
$
|
4,579
|
|
|
$
|
5,128
|
|
|
Valuation allowances
|
(487
|
)
|
|
(859
|
)
|
|
||
Total deferred tax assets
1,2
|
$
|
4,092
|
|
|
$
|
4,269
|
|
|
Deferred tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment
|
$
|
(2,204
|
)
|
|
$
|
(2,039
|
)
|
|
Trademarks and other intangible assets
|
(4,133
|
)
|
|
(4,201
|
)
|
|
||
Equity method investments (including foreign currency translation adjustment)
|
(712
|
)
|
|
(816
|
)
|
|
||
Derivative financial instruments
|
(140
|
)
|
|
(129
|
)
|
|
||
Other liabilities
|
(144
|
)
|
|
(129
|
)
|
|
||
Benefit plans
|
(495
|
)
|
|
(445
|
)
|
|
||
Other
|
(929
|
)
|
|
(753
|
)
|
|
||
Total deferred tax liabilities
3
|
$
|
(8,757
|
)
|
|
$
|
(8,512
|
)
|
|
Net deferred tax liabilities
|
$
|
(4,665
|
)
|
|
$
|
(4,243
|
)
|
|
1
|
Noncurrent deferred tax assets of $
403 million
and $
243 million
were included in the line item other assets in our consolidated balance sheets as of
December 31, 2012
and
2011
, respectively.
|
2
|
Current deferred tax assets of $
244 million
and $
227 million
were included in the line item prepaid expenses and other assets in our consolidated balance sheets as of
December 31, 2012
and
2011
, respectively.
|
3
|
Current deferred tax liabilities of $
331 million
and $
19 million
were included in the line item accounts payable and accrued expenses in our consolidated balance sheets as of
December 31, 2012
and
2011
, respectively.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
Balance at beginning of year
|
$
|
859
|
|
|
$
|
950
|
|
|
$
|
681
|
|
Increase due to our acquisition of CCE's former North America business
|
—
|
|
|
—
|
|
|
291
|
|
|||
Additions
|
126
|
|
|
138
|
|
|
115
|
|
|||
Decrease due to transfer to assets held for sale
|
(146
|
)
|
|
—
|
|
|
—
|
|
|||
Deductions
|
(352
|
)
|
|
(229
|
)
|
|
(137
|
)
|
|||
Balance at end of year
|
$
|
487
|
|
|
$
|
859
|
|
|
$
|
950
|
|
December 31,
|
2012
|
|
|
2011
|
|
||
|
|
|
As Adjusted
|
|
|||
Foreign currency translation adjustment
|
$
|
(1,665
|
)
|
|
$
|
(1,445
|
)
|
Accumulated derivative net gains (losses)
|
46
|
|
|
(53
|
)
|
||
Unrealized net gains (losses) on available-for-sale securities
|
338
|
|
|
160
|
|
||
Adjustments to pension and other benefit liabilities
|
(2,104
|
)
|
|
(1,436
|
)
|
||
Accumulated other comprehensive income (loss)
|
$
|
(3,385
|
)
|
|
$
|
(2,774
|
)
|
|
Before-Tax Amount
|
|
|
Income Tax
|
|
|
After-Tax Amount
|
|
|||
2012
|
|
|
|
|
|
||||||
Net foreign currency translation adjustment
|
$
|
(219
|
)
|
|
$
|
(1
|
)
|
|
$
|
(220
|
)
|
Derivatives:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
77
|
|
|
(29
|
)
|
|
48
|
|
|||
Reclassification adjustments recognized in net income
|
82
|
|
|
(31
|
)
|
|
51
|
|
|||
Net gain (loss) on derivatives
1
|
159
|
|
|
(60
|
)
|
|
99
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
248
|
|
|
(64
|
)
|
|
184
|
|
|||
Reclassification adjustments recognized in net income
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Net change in unrealized gain (loss) on available-for-sale securities
2
|
242
|
|
|
(64
|
)
|
|
178
|
|
|||
Pension and other benefit liabilities:
|
|
|
|
|
|
||||||
Net pension and other benefits arising during the year
|
(1,132
|
)
|
|
405
|
|
|
(727
|
)
|
|||
Reclassification adjustments recognized in net income
|
92
|
|
|
(33
|
)
|
|
59
|
|
|||
Net change in pension and other benefit liabilities
3
|
(1,040
|
)
|
|
372
|
|
|
(668
|
)
|
|||
Other comprehensive income (loss) attributable to The Coca-Cola Company
|
$
|
(858
|
)
|
|
$
|
247
|
|
|
$
|
(611
|
)
|
1
|
Refer to
Note 5
for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments.
|
2
|
Includes reclassification adjustments related to divestitures of certain available-for-sale securities. Refer to
Note 3
for additional information related to these divestitures.
|
3
|
Refer to
Note 13
for additional information related to the Company's pension and other postretirement benefit liabilities.
|
|
Before-Tax Amount
|
|
|
Income Tax
|
|
|
After-Tax Amount
|
|
|||
2011 — As Adjusted
|
|
|
|
|
|
||||||
Net foreign currency translation adjustment
|
$
|
(639
|
)
|
|
$
|
(1
|
)
|
|
$
|
(640
|
)
|
Derivatives:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
(3
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Reclassification adjustments recognized in net income
|
243
|
|
|
(94
|
)
|
|
149
|
|
|||
Net gain (loss) on derivatives
1
|
240
|
|
|
(95
|
)
|
|
145
|
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
(4
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|||
Reclassification adjustments recognized in net income
|
10
|
|
|
(5
|
)
|
|
5
|
|
|||
Net change in unrealized gain (loss) on available-for-sale securities
2
|
6
|
|
|
(13
|
)
|
|
(7
|
)
|
|||
Pension and other benefit liabilities:
|
|
|
|
|
|
||||||
Net pension and other benefits arising during the year
|
(1,206
|
)
|
|
423
|
|
|
(783
|
)
|
|||
Reclassification adjustments recognized in net income
|
31
|
|
|
(11
|
)
|
|
20
|
|
|||
Net change in pension and other benefit liabilities
3
|
(1,175
|
)
|
|
412
|
|
|
(763
|
)
|
|||
Other comprehensive income (loss) attributable to The Coca-Cola Company
|
$
|
(1,568
|
)
|
|
$
|
303
|
|
|
$
|
(1,265
|
)
|
1
|
Refer to
Note 5
for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments.
|
2
|
Includes reclassification adjustments related to divestitures of certain available-for-sale securities. Refer to
Note 3
for additional information related to these divestitures.
|
3
|
Refer to
Note 13
for additional information related to the Company's pension and other postretirement benefit liabilities.
|
|
Before-Tax Amount
|
|
|
Income Tax
|
|
|
After-Tax Amount
|
|
|||
2010 — As Adjusted
|
|
|
|
|
|
||||||
Net foreign currency translation adjustment
|
$
|
(966
|
)
|
|
$
|
31
|
|
|
$
|
(935
|
)
|
Derivatives:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
(239
|
)
|
|
108
|
|
|
(131
|
)
|
|||
Reclassification adjustments recognized in net income
|
17
|
|
|
(6
|
)
|
|
11
|
|
|||
Net gain (loss) on derivatives
1
|
(222
|
)
|
|
102
|
|
|
(120
|
)
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gains (losses) arising during the year
|
115
|
|
|
(25
|
)
|
|
90
|
|
|||
Reclassification adjustments recognized in net income
|
18
|
|
|
(6
|
)
|
|
12
|
|
|||
Net change in unrealized gain (loss) on available-for-sale securities
2
|
133
|
|
|
(31
|
)
|
|
102
|
|
|||
Pension and other benefit liabilities:
|
|
|
|
|
|
||||||
Net pension and other benefits arising during the year
|
397
|
|
|
(139
|
)
|
|
258
|
|
|||
Reclassification adjustments recognized in net income
|
35
|
|
|
(11
|
)
|
|
24
|
|
|||
Net change in pension and other benefit liabilities
3
|
432
|
|
|
(150
|
)
|
|
282
|
|
|||
Other comprehensive income (loss) attributable to The Coca-Cola Company
|
$
|
(623
|
)
|
|
$
|
(48
|
)
|
|
$
|
(671
|
)
|
1
|
Refer to
Note 5
for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments.
|
2
|
Includes reclassification adjustments related to divestitures of certain available-for-sale securities. Refer to
Note 3
for additional information related to these divestitures.
|
3
|
Refer to
Note 13
for additional information related to the Company's pension and other postretirement benefit liabilities.
|
•
|
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active markets, or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
December 31, 2012
|
||||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting
Adjustment
1
|
|
|
Fair Value
Measurements
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading securities
|
$
|
146
|
|
|
$
|
116
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
266
|
|
Available-for-sale securities
|
1,390
|
|
|
3,068
|
|
|
135
|
|
2
|
—
|
|
|
4,593
|
|
|||||
Derivatives
3
|
47
|
|
|
583
|
|
|
—
|
|
|
(116
|
)
|
|
514
|
|
|||||
Total assets
|
$
|
1,583
|
|
|
$
|
3,767
|
|
|
$
|
139
|
|
|
$
|
(116
|
)
|
|
$
|
5,373
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives
3
|
$
|
35
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
(121
|
)
|
|
$
|
12
|
|
Total liabilities
|
$
|
35
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
(121
|
)
|
|
$
|
12
|
|
1
|
Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and also cash collateral held or placed with the same counterparties. Refer to
Note 5
.
|
2
|
Primarily related to long-term debt securities that mature in 2018.
|
3
|
Refer to
Note 5
for additional information related to the composition of our derivative portfolio.
|
|
December 31, 2011
|
||||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Netting
Adjustment
1
|
|
|
Fair Value
Measurements
|
|
|||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Trading securities
|
$
|
166
|
|
|
$
|
41
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
211
|
|
Available-for-sale securities
|
1,071
|
|
|
214
|
|
|
116
|
|
2
|
—
|
|
|
1,401
|
|
|||||
Derivatives
3
|
39
|
|
|
467
|
|
|
—
|
|
|
(117
|
)
|
|
389
|
|
|||||
Total assets
|
$
|
1,276
|
|
|
$
|
722
|
|
|
$
|
120
|
|
|
$
|
(117
|
)
|
|
$
|
2,001
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Derivatives
3
|
$
|
5
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
(121
|
)
|
|
$
|
85
|
|
Total liabilities
|
$
|
5
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
(121
|
)
|
|
$
|
85
|
|
1
|
Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle positive and negative positions and also cash collateral held or placed with the same counterparties. Refer to
Note 5
.
|
2
|
Primarily related to long-term debt securities that mature in 2018.
|
3
|
Refer to
Note 5
for additional information related to the composition of our derivative portfolio.
|
|
Gains (Losses)
|
|
||||||
December 31,
|
2012
|
|
|
2011
|
|
|
||
Exchange of investment in equity securities
|
$
|
185
|
|
1
|
$
|
418
|
|
5
|
Assets held for sale
|
(108
|
)
|
2
|
—
|
|
|
||
Valuation of shares in equity method investee
|
10
|
|
3
|
122
|
|
6
|
||
Cost method investments
|
(16
|
)
|
4
|
—
|
|
|
||
Equity method investments
|
—
|
|
|
(41
|
)
|
7
|
||
Available-for-sale securities
|
—
|
|
|
(17
|
)
|
8
|
||
Inventories
|
—
|
|
|
(11
|
)
|
9
|
||
Cold-drink equipment
|
—
|
|
|
(1
|
)
|
9
|
||
Total
|
$
|
71
|
|
|
$
|
470
|
|
|
1
|
As a result of the merger of Andina and Polar, the Company recognized a gain of $
185 million
on the exchange of shares we previously owned in Polar for shares in Andina. This gain primarily represents the difference between the carrying value of the Polar shares we relinquished and the fair value of the Andina shares we received as a result of the transaction. The gain was calculated based on Level 1 inputs. Refer to
Note 17
.
|
2
|
The Company and Coca-Cola FEMSA executed a share purchase agreement for the sale of a majority ownership interest in our consolidated Philippine bottling operations. As a result of this agreement, the Company was required to classify our Philippine bottling operations as held for sale in our consolidated balance sheet as of December 31, 2012. We also recognized a loss of $
108 million
during the year ended December 31, 2012, based on the agreed upon sale price and related transaction costs. The loss was calculated based on Level 3 inputs. Refer to
Note 17
.
|
3
|
The Company recognized a gain of $
92 million
as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock at a per share amount greater than the carrying value of the Company's per share investment. Accordingly, the Company is required to treat this type of transaction as if we sold a proportionate share of our investment in Coca-Cola FEMSA. This gain was partially offset by a loss of $
82 million
the Company recognized due to the Company acquiring an ownership interest in Mikuni for which we paid a premium over the publicly traded market price. This premium was expensed on the acquisition date. Subsequent to this transaction, the Company accounts for our investment in Mikuni under the equity method of accounting. The gain and loss described above were determined using Level 1 inputs. Refer to
Note 17
.
|
4
|
The Company recognized impairment charges of $
16 million
due to other-than-temporary declines in the fair values of certain cost method investments. These charges were determined using Level 3 inputs. Refer to
Note 17
.
|
5
|
As a result of the merger of Arca and Contal, the Company recognized a gain of $
418 million
on the exchange of the shares we previously owned in Contal for shares in the newly formed entity Arca Contal. The gain represents the difference between the carrying value of the Contal shares we relinquished and the fair value of the Arca Contal shares we received as a result of the transaction. The gain and initial carrying value of our investment were calculated based on Level 1 inputs. Refer to
Note 17
.
|
6
|
The Company recognized a net gain of $
122 million
, primarily as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock at per share amounts greater than the carrying value of the Company's per share investment. Accordingly, the Company is required to treat this type of transaction as if we sold a proportionate share of our investment in Coca-Cola FEMSA. The gains the Company recognized as a result of the previous transactions were partially offset by charges associated with certain of the Company's equity method investments in Japan. The gains and charges were determined using Level 1 inputs. Refer to
Note 17
.
|
7
|
The Company recognized impairment charges of $
41 million
related to an investment in an entity accounted for under the equity method of accounting. Subsequent to the recognition of these impairment charges, the Company's remaining financial exposure related to this entity is not significant. This charge was determined using Level 3 inputs. Refer to
Note 17
.
|
8
|
The Company recognized impairment charges of $
17 million
due to the other-than-temporary decline in the fair values of certain available-for-sale securities. These charges were determined using Level 1 inputs. Refer to
Note 17
.
|
9
|
These assets primarily consisted of Company-owned inventory as well as cold-drink equipment that were damaged or lost as a result of the natural disasters in Japan on March 11, 2011. We recorded impairment charges of $
11 million
and $
1 million
related to Company-owned inventory and cold-drink equipment, respectively. These charges were determined using Level 3 inputs based on the carrying value of the inventory and cold-drink equipment prior to the disasters. Refer to
Note 17
.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
||||||||
Cash and cash equivalents
|
$
|
187
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
386
|
|
|
$
|
152
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
227
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.-based companies
|
1,847
|
|
|
20
|
|
|
14
|
|
|
1,881
|
|
|
1,366
|
|
|
15
|
|
|
14
|
|
|
1,395
|
|
||||||||
International-based companies
|
910
|
|
|
54
|
|
|
—
|
|
|
964
|
|
|
865
|
|
|
82
|
|
|
6
|
|
|
953
|
|
||||||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government bonds
|
—
|
|
|
562
|
|
|
—
|
|
|
562
|
|
|
—
|
|
|
773
|
|
|
—
|
|
|
773
|
|
||||||||
Corporate bonds and debt securities
|
—
|
|
|
982
|
|
|
—
|
|
|
982
|
|
|
—
|
|
|
718
|
|
|
—
|
|
|
718
|
|
||||||||
Mutual, pooled and commingled funds
|
504
|
|
|
1,006
|
|
|
—
|
|
|
1,510
|
|
|
167
|
|
|
557
|
|
|
5
|
|
|
729
|
|
||||||||
Hedge funds/limited partnerships
|
—
|
|
|
125
|
|
|
400
|
|
|
525
|
|
|
—
|
|
|
140
|
|
|
349
|
|
|
489
|
|
||||||||
Real estate
|
—
|
|
|
—
|
|
|
257
|
|
|
257
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|
270
|
|
||||||||
Other
|
—
|
|
|
7
|
|
|
510
|
|
1
|
517
|
|
|
—
|
|
|
99
|
|
|
518
|
|
1
|
617
|
|
||||||||
Total
|
$
|
3,448
|
|
|
$
|
2,955
|
|
|
$
|
1,181
|
|
|
$
|
7,584
|
|
|
$
|
2,550
|
|
|
$
|
2,459
|
|
|
$
|
1,162
|
|
|
$
|
6,171
|
|
1
|
Includes $
510 million
and $
514 million
of purchased annuity contracts as of
December 31, 2012
and
2011
, respectively.
|
|
Hedge
Funds/Limited
Partnerships
|
|
|
Real Estate
|
|
|
Equity
Securities
|
|
|
Mutual,
Pooled and
Commingled
Funds
|
|
|
Other
|
|
|
Total
|
|
||||||
2011
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
$
|
317
|
|
|
$
|
242
|
|
|
$
|
15
|
|
|
$
|
20
|
|
|
$
|
303
|
|
|
$
|
897
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Related to assets still held at the reporting date
|
9
|
|
|
35
|
|
|
4
|
|
|
(5
|
)
|
|
61
|
|
|
104
|
|
||||||
Related to assets sold during the year
|
(3
|
)
|
|
(5
|
)
|
|
—
|
|
|
6
|
|
|
—
|
|
|
(2
|
)
|
||||||
Purchases, sales and settlements — net
|
26
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(16
|
)
|
|
146
|
|
|
153
|
|
||||||
Transfers in or out of Level 3 — net
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
5
|
|
||||||
Foreign currency translation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
5
|
|
||||||
Balance at end of year
|
$
|
349
|
|
|
$
|
270
|
|
|
$
|
20
|
|
|
$
|
5
|
|
|
$
|
518
|
|
1
|
$
|
1,162
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at beginning of year
|
$
|
349
|
|
|
$
|
270
|
|
|
$
|
20
|
|
|
$
|
5
|
|
|
$
|
518
|
|
|
$
|
1,162
|
|
Actual return on plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Related to assets still held at the reporting date
|
(8
|
)
|
|
13
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
6
|
|
||||||
Related to assets sold during the year
|
24
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
||||||
Purchases, sales and settlements — net
|
35
|
|
|
(27
|
)
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
1
|
|
||||||
Transfers in or out of Level 3 — net
|
—
|
|
|
(2
|
)
|
|
(6
|
)
|
|
—
|
|
|
(4
|
)
|
|
(12
|
)
|
||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||||
Balance at end of year
|
$
|
400
|
|
|
$
|
257
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
510
|
|
1
|
$
|
1,181
|
|
1
|
Includes $
510 million
and $
514 million
of purchased annuity contracts as of
December 31, 2012
and
2011
, respectively.
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||||||||||||||||
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
1
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
1
|
|
|
Total
|
|
||||||||
Cash and cash equivalents
|
$
|
1
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
86
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S.-based companies
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||||||
International-based companies
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||||
Fixed-income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Government bonds
|
75
|
|
|
3
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Corporate bonds and debt securities
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
Mutual, pooled and commingled funds
|
11
|
|
|
5
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||
Hedge funds/limited partnerships
|
—
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||||
Real estate
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
||||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Total
|
$
|
172
|
|
|
$
|
26
|
|
|
$
|
4
|
|
|
$
|
202
|
|
|
$
|
83
|
|
|
$
|
98
|
|
|
$
|
4
|
|
|
$
|
185
|
|
1
|
Level 3 assets are not a significant portion of other postretirement benefit plan assets.
|
|
Severance Pay
and Benefits
|
|
|
Outside Services
|
|
|
Other
Direct Costs
|
|
|
Total
|
|
||||
2012
|
|
|
|
|
|
|
|
||||||||
Costs incurred
|
$
|
21
|
|
|
$
|
61
|
|
|
$
|
188
|
|
|
$
|
270
|
|
Payments
|
(8
|
)
|
|
(55
|
)
|
|
(167
|
)
|
|
(230
|
)
|
||||
Noncash and exchange
|
(1
|
)
|
|
—
|
|
|
(13
|
)
|
|
(14
|
)
|
||||
Accrued balance as of December 31
|
$
|
12
|
|
|
$
|
6
|
|
|
$
|
8
|
|
|
$
|
26
|
|
|
Severance Pay
and Benefits
|
|
|
Outside Services
|
|
|
Other
Direct Costs
|
|
|
Total
|
|
||||
2010
|
|
|
|
|
|
|
|
||||||||
Accrued balance as of January 1
|
$
|
18
|
|
|
$
|
9
|
|
|
$
|
4
|
|
|
$
|
31
|
|
Costs incurred
|
71
|
|
|
58
|
|
|
61
|
|
|
190
|
|
||||
Payments
|
(30
|
)
|
|
(61
|
)
|
|
(54
|
)
|
|
(145
|
)
|
||||
Noncash and exchange
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||
Accrued balance as of December 31
|
$
|
59
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
74
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Costs incurred
|
$
|
59
|
|
|
$
|
17
|
|
|
$
|
80
|
|
|
$
|
156
|
|
Payments
|
(50
|
)
|
|
(21
|
)
|
|
(71
|
)
|
|
(142
|
)
|
||||
Noncash and exchange
|
(20
|
)
|
|
1
|
|
|
(9
|
)
|
|
(28
|
)
|
||||
Accrued balance as of December 31
|
$
|
48
|
|
|
$
|
3
|
|
|
$
|
9
|
|
|
$
|
60
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Costs incurred
|
$
|
(8
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(10
|
)
|
Payments
|
(29
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(34
|
)
|
||||
Noncash and exchange
|
(2
|
)
|
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
||||
Accrued balance as of December 31
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
11
|
|
|
Severance Pay
and Benefits
|
|
|
Outside Services
|
|
|
Other
Direct Costs
|
|
|
Total
|
|
||||
2010
|
|
|
|
|
|
|
|
||||||||
Costs incurred
|
$
|
45
|
|
|
$
|
42
|
|
|
$
|
48
|
|
|
$
|
135
|
|
Payments
|
(1
|
)
|
|
(33
|
)
|
|
(34
|
)
|
|
(68
|
)
|
||||
Noncash and exchange
|
4
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
||||
Accrued balance as of December 31
|
$
|
48
|
|
|
$
|
9
|
|
|
$
|
12
|
|
|
$
|
69
|
|
2011
|
|
|
|
|
|
|
|
||||||||
Costs incurred
|
$
|
40
|
|
|
$
|
91
|
|
|
$
|
227
|
|
|
$
|
358
|
|
Payments
|
(40
|
)
|
|
(89
|
)
|
|
(210
|
)
|
|
(339
|
)
|
||||
Noncash and exchange
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Accrued balance as of December 31
|
$
|
48
|
|
|
$
|
11
|
|
|
$
|
32
|
|
|
$
|
91
|
|
2012
|
|
|
|
|
|
|
|
||||||||
Costs incurred
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
Payments
|
(41
|
)
|
|
(13
|
)
|
|
(26
|
)
|
|
(80
|
)
|
||||
Noncash and exchange
|
—
|
|
|
2
|
|
|
(4
|
)
|
|
(2
|
)
|
||||
Accrued balance as of December 31
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
Concentrate operations
1
|
38
|
%
|
|
39
|
%
|
|
51
|
%
|
Finished product operations
2,3
|
62
|
|
|
61
|
|
|
49
|
|
Net operating revenues
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
1
|
Includes concentrates sold by the Company to authorized bottling partners for the manufacture of fountain syrups. The bottlers then typically sell the fountain syrups to wholesalers or directly to fountain retailers.
|
2
|
Includes fountain syrups manufactured by the Company, including consolidated bottling operations, and sold to fountain retailers or to authorized fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers.
|
3
|
Includes net operating revenues related to our acquisition of CCE's former North America business for the full year in 2012 and 2011. In 2010, the percentage includes net operating revenues from the date of the CCE acquisition on October 2, 2010.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
United States
|
$
|
19,732
|
|
|
$
|
18,699
|
|
|
$
|
10,629
|
|
International
|
28,285
|
|
|
27,843
|
|
|
24,490
|
|
|||
Net operating revenues
|
$
|
48,017
|
|
|
$
|
46,542
|
|
|
$
|
35,119
|
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
United States
|
$
|
8,509
|
|
|
$
|
8,043
|
|
|
$
|
8,251
|
|
International
|
5,967
|
|
|
6,896
|
|
|
6,476
|
|
|||
Property, plant and equipment — net
|
$
|
14,476
|
|
|
$
|
14,939
|
|
|
$
|
14,727
|
|
|
Eurasia &
Africa
|
|
|
Europe
|
|
|
Latin
America
|
|
|
North
America
|
|
|
Pacific
|
|
|
Bottling
Investments
|
|
|
Corporate
|
|
|
Eliminations
|
|
|
Consolidated
|
|
|||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
2,818
|
|
|
$
|
4,481
|
|
|
$
|
4,560
|
|
|
$
|
21,665
|
|
|
$
|
5,559
|
|
|
$
|
8,807
|
|
|
$
|
127
|
|
|
$
|
—
|
|
|
$
|
48,017
|
|
Intersegment
|
152
|
|
|
642
|
|
|
271
|
|
|
15
|
|
|
476
|
|
|
88
|
|
|
—
|
|
|
(1,644
|
)
|
|
—
|
|
|||||||||
Total net revenues
|
2,970
|
|
|
5,123
|
|
|
4,831
|
|
|
21,680
|
|
|
6,035
|
|
|
8,895
|
|
|
127
|
|
|
(1,644
|
)
|
|
48,017
|
|
|||||||||
Operating income (loss)
|
1,169
|
|
|
2,960
|
|
|
2,879
|
|
|
2,597
|
|
|
2,425
|
|
|
140
|
|
|
(1,391
|
)
|
|
—
|
|
|
10,779
|
|
|||||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|
—
|
|
|
471
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
397
|
|
|
—
|
|
|
397
|
|
|||||||||
Depreciation and amortization
|
45
|
|
|
100
|
|
|
70
|
|
|
1,083
|
|
|
107
|
|
|
406
|
|
|
171
|
|
|
—
|
|
|
1,982
|
|
|||||||||
Equity income (loss) — net
|
20
|
|
|
45
|
|
|
4
|
|
|
13
|
|
|
2
|
|
|
732
|
|
|
3
|
|
|
—
|
|
|
819
|
|
|||||||||
Income (loss) before income taxes
|
1,192
|
|
|
3,015
|
|
|
2,882
|
|
|
2,624
|
|
|
2,432
|
|
|
904
|
|
|
(1,240
|
)
|
|
—
|
|
|
11,809
|
|
|||||||||
Identifiable operating assets
1
|
1,415
|
|
|
2,976
|
|
2
|
2,759
|
|
|
34,114
|
|
|
2,047
|
|
|
9,648
|
|
2
|
22,767
|
|
|
—
|
|
|
75,726
|
|
|||||||||
Investments
3
|
1,155
|
|
|
271
|
|
|
539
|
|
|
39
|
|
|
127
|
|
|
8,253
|
|
|
64
|
|
|
—
|
|
|
10,448
|
|
|||||||||
Capital expenditures
|
88
|
|
|
30
|
|
|
88
|
|
|
1,447
|
|
|
70
|
|
|
867
|
|
|
190
|
|
|
—
|
|
|
2,780
|
|
|||||||||
2011 — As Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
2,689
|
|
|
$
|
4,777
|
|
|
$
|
4,403
|
|
|
$
|
20,559
|
|
|
$
|
5,454
|
|
|
$
|
8,501
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
46,542
|
|
Intersegment
|
152
|
|
|
697
|
|
|
287
|
|
|
12
|
|
|
384
|
|
|
90
|
|
|
—
|
|
|
(1,622
|
)
|
|
—
|
|
|||||||||
Total net revenues
|
2,841
|
|
|
5,474
|
|
|
4,690
|
|
|
20,571
|
|
|
5,838
|
|
|
8,591
|
|
|
159
|
|
|
(1,622
|
)
|
|
46,542
|
|
|||||||||
Operating income (loss)
|
1,091
|
|
|
3,090
|
|
|
2,815
|
|
|
2,319
|
|
|
2,151
|
|
|
224
|
|
|
(1,517
|
)
|
|
—
|
|
|
10,173
|
|
|||||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
|
—
|
|
|
483
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
417
|
|
|
—
|
|
|
417
|
|
|||||||||
Depreciation and amortization
|
39
|
|
|
109
|
|
|
63
|
|
|
1,065
|
|
|
106
|
|
|
403
|
|
|
169
|
|
|
—
|
|
|
1,954
|
|
|||||||||
Equity income (loss) — net
|
(3
|
)
|
|
33
|
|
|
20
|
|
|
6
|
|
|
1
|
|
|
646
|
|
|
(13
|
)
|
|
—
|
|
|
690
|
|
|||||||||
Income (loss) before income taxes
|
1,089
|
|
|
3,134
|
|
|
2,832
|
|
|
2,327
|
|
|
2,154
|
|
|
897
|
|
|
(975
|
)
|
|
—
|
|
|
11,458
|
|
|||||||||
Identifiable operating assets
1
|
1,245
|
|
|
3,204
|
|
2
|
2,446
|
|
|
33,422
|
|
|
2,085
|
|
|
8,905
|
|
2
|
20,293
|
|
|
—
|
|
|
71,600
|
|
|||||||||
Investments
3
|
284
|
|
|
243
|
|
|
475
|
|
|
26
|
|
|
133
|
|
|
7,140
|
|
|
73
|
|
|
—
|
|
|
8,374
|
|
|||||||||
Capital expenditures
|
86
|
|
|
38
|
|
|
105
|
|
|
1,364
|
|
|
92
|
|
|
1,039
|
|
|
196
|
|
|
—
|
|
|
2,920
|
|
|||||||||
2010 — As Adjusted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Third party
|
$
|
2,426
|
|
|
$
|
4,424
|
|
|
$
|
3,880
|
|
|
$
|
11,140
|
|
|
$
|
4,941
|
|
|
$
|
8,216
|
|
|
$
|
92
|
|
|
$
|
—
|
|
|
$
|
35,119
|
|
Intersegment
|
130
|
|
|
825
|
|
|
241
|
|
|
65
|
|
|
330
|
|
|
97
|
|
|
—
|
|
|
(1,688
|
)
|
|
—
|
|
|||||||||
Total net revenues
|
2,556
|
|
|
5,249
|
|
|
4,121
|
|
|
11,205
|
|
|
5,271
|
|
|
8,313
|
|
|
92
|
|
|
(1,688
|
)
|
|
35,119
|
|
|||||||||
Operating income (loss)
|
980
|
|
|
2,976
|
|
|
2,405
|
|
|
1,520
|
|
|
2,048
|
|
|
227
|
|
|
(1,743
|
)
|
|
—
|
|
|
8,413
|
|
|||||||||
Interest income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
317
|
|
|
—
|
|
|
317
|
|
|||||||||
Interest expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
733
|
|
|
—
|
|
|
733
|
|
|||||||||
Depreciation and amortization
|
31
|
|
|
106
|
|
|
54
|
|
|
575
|
|
|
101
|
|
|
430
|
|
|
146
|
|
|
—
|
|
|
1,443
|
|
|||||||||
Equity income (loss) — net
|
18
|
|
|
33
|
|
|
24
|
|
|
(4
|
)
|
|
1
|
|
|
971
|
|
|
(18
|
)
|
|
—
|
|
|
1,025
|
|
|||||||||
Income (loss) before income taxes
|
1,000
|
|
|
3,020
|
|
|
2,426
|
|
|
1,523
|
|
|
2,049
|
|
|
1,205
|
|
|
2,984
|
|
|
—
|
|
|
14,207
|
|
|||||||||
Identifiable operating assets
1
|
1,278
|
|
|
2,724
|
|
2
|
2,298
|
|
|
32,793
|
|
|
1,827
|
|
|
8,398
|
|
2
|
16,018
|
|
|
—
|
|
|
65,336
|
|
|||||||||
Investments
3
|
291
|
|
|
243
|
|
|
379
|
|
|
57
|
|
|
123
|
|
|
6,426
|
|
|
66
|
|
|
—
|
|
|
7,585
|
|
|||||||||
Capital expenditures
|
59
|
|
|
33
|
|
|
94
|
|
|
711
|
|
|
101
|
|
|
942
|
|
|
275
|
|
|
—
|
|
|
2,215
|
|
1
|
Principally cash and cash equivalents, short-term investments, marketable securities, trade accounts receivable, inventories, goodwill, trademarks and other intangible assets and property, plant and equipment — net.
|
2
|
Property, plant and equipment — net in Germany represented approximately
10 percent
of consolidated property, plant and equipment — net in
2012
,
10 percent
in
2011
and
10 percent
in
2010
.
|
3
|
Principally equity method investments, available-for-sale securities and nonmarketable investments in bottling companies.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
1 million
for Europe, $
227 million
for North America, $
3 million
for Pacific, $
164 million
for Bottling Investments and $
38 million
for Corporate due to charges related to the Company's productivity and reinvestment program as well as other restructuring initiatives. Refer to
Note 18
.
|
•
|
Operating income (loss) and income (loss) before income taxes were increased by $
4 million
for Europe, $
1 million
for Pacific and $
5 million
for Corporate due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives. Refer to
Note 18
.
|
•
|
Operating income (loss) and income (loss) before income taxes were increased by $
6 million
for North America due to the refinement of previously established accruals related to the Company's integration of CCE's former North America business. Refer to
Note 18
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
21 million
for North America due to costs associated with the Company detecting residues of carbendazim, a fungicide that is not registered in the United States for use on citrus products, in orange juice imported from Brazil for distribution in the United States. As a result, the Company began purchasing additional supplies of Florida orange juice at a higher cost than Brazilian orange juice. Refer to
Note 17
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
20 million
for North America due to changes in the Company's ready-to-drink tea strategy as a result of our current U.S. license agreement with Nestlé terminating at the end of 2012. Refer to
Note 17
.
|
•
|
Equity income (loss) — net and income (loss) before income taxes were increased by $
8 million
for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
Income (loss) before income taxes was increased by $
185 million
for Corporate due to the gain the Company recognized as a result of the merger of Andina and Polar. Refer to
Note 16
and
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
108 million
for Corporate due to the loss the Company recognized on the pending sale of a majority ownership interest in our Philippine bottling operations to Coca-Cola FEMSA which closed in January 2013. As of December 31, 2012, the assets and liabilities associated with our Philippine bottling operations were classified as held for sale in our consolidated balance sheets. Refer to
Note 16
and
Note 17
.
|
•
|
Income (loss) before income taxes was increased by $
92 million
for Corporate due to a gain the Company recognized as a result of Coca-Cola FEMSA issuing additional shares of its own stock during the period at a per share amount greater than the carrying amount of the Company's per share investment. Refer to
Note 16
and
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
82 million
for Corporate due to the Company acquiring an ownership interest in Mikuni for which we paid a premium over the publicly traded market price. This premium was expensed on the acquisition date. Subsequent to this transaction, the Company accounts for our investment in Mikuni under the equity method of accounting. Refer to
Note 16
and
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
16 million
for Corporate due to other-than-temporary declines in the fair values of certain cost method investments. Refer to
Note 16
and
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
1 million
for Eurasia and Africa, $
4 million
for Europe, $
2 million
for Latin America and $
4 million
for Pacific due to changes in the structure of BPW, our 50/50 joint venture with Nestlé in the ready-to-drink tea category. Refer to
Note 17
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
12 million
for Eurasia and Africa, $
25 million
for Europe, $
4 million
for Latin America, $
374 million
for North America, $
4 million
for Pacific, $
89 million
for Bottling Investments and $
164 million
for Corporate, primarily due to the Company's ongoing productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal. Refer to
Note 18
for additional information on our productivity, integration and restructuring initiatives. Refer to
Note 17
for additional information related to the merger of Arca and Contal.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
82 million
for Pacific and $
2 million
for North America due to charges associated with the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Refer to
Note 17
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
10 million
for Corporate due to charges associated with the floods in Thailand that impacted the Company's supply chain operations in the region. Refer to
Note 17
.
|
•
|
Equity income (loss) — net and income (loss) before income taxes were reduced by $
53 million
for Bottling Investments, primarily attributable to the Company's proportionate share of asset impairments and restructuring charges recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
Income (loss) before income taxes was increased by a net $
417 million
for Corporate, primarily due to the gain the Company recognized as a result of the merger of Arca and Contal. Refer to
Note 17
.
|
•
|
Income (loss) before income taxes was increased by a net $
122 million
for Corporate, primarily due to gains the Company recognized as a result of Coca-Cola FEMSA issuing additional shares of its own stock during the year at per share amounts greater than the carrying value of the Company's per share investment. These gains were partially offset by charges associated with certain of the Company's equity method investments in Japan. Refer to
Note 17
.
|
•
|
Income (loss) before income taxes was increased by $
102 million
for Corporate, primarily due to the gain on the sale of our investment in Embonor, a bottling partner with operations primarily in Chile. Prior to this transaction, the Company accounted for our investment in Embonor under the equity method of accounting. Refer to
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
41 million
for Corporate due to the impairment of an investment in an entity accounted for under the equity method of accounting. Refer to
Note 16
and
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
17 million
for Corporate due to other-than-temporary impairments of certain available-for-sale securities. Refer to
Note 16
and
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
9 million
for Corporate due to the net charge we recognized on the repurchase and/or exchange of certain long-term debt assumed in connection with our acquisition of CCE's former North America business as well as the early extinguishment of certain other long-term debt. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
5 million
for Corporate due to the finalization of working capital adjustments related to the sale of our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 2
and
Note 17
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
7 million
for Eurasia and Africa, $
50 million
for Europe, $
133 million
for North America, $
22 million
for Pacific, $
122 million
for Bottling Investments and $
485 million
for Corporate, primarily due to the Company's ongoing productivity, integration and restructuring initiatives; charitable donations; transaction costs incurred in connection with our acquisition of CCE's former North America business and the sale of our Norwegian and Swedish bottling operations to New CCE; and other charges related to bottling activities in Eurasia. Refer to
Note 17
.
|
•
|
Operating income (loss) and income (loss) before income taxes were reduced by $
74 million
for North America due to the acceleration of expense associated with certain share-based replacement awards issued in connection with our acquisition of CCE's former North America business. Refer to
Note 12
.
|
•
|
Equity income (loss) — net and income (loss) before income taxes were reduced by $
66 million
for Bottling Investments. This net charge was primarily attributable to the Company's proportionate share of unusual tax charges, asset impairments, restructuring charges and transaction costs recorded by equity method investees, which were partially offset by our proportionate share of a foreign currency remeasurement gain recorded by an equity method investee. The components of the net charge were individually insignificant. Refer to
Note 17
.
|
•
|
Income (loss) before income taxes was reduced by $
23 million
for Bottling Investments and $
25 million
for Corporate due to other-than-temporary impairments and a donation of preferred shares in one of our equity method investees. Refer to
Note 17
.
|
•
|
Income (loss) before income taxes was increased by $
4,978 million
for Corporate due to the remeasurement of our equity investment in CCE to fair value upon the close of the transaction. Refer to
Note 2
.
|
•
|
Income (loss) before income taxes was increased by $
597 million
for Corporate due to the gain on the sale of our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 2
.
|
•
|
Income (loss) before income taxes was reduced by $
342 million
for Corporate related to the premiums paid to repurchase the long-term debt and the costs associated with the settlement of treasury rate locks issued in connection with the debt tender offer. Refer to
Note 10
.
|
•
|
Income (loss) before income taxes was reduced by $
265 million
for Corporate due to charges related to preexisting relationships with CCE. These charges primarily related to the write-off of our investment in infrastructure programs with CCE. Refer to
Note 2
.
|
•
|
Income (loss) before income taxes was reduced by $
103 million
for Corporate due to the remeasurement of our Venezuelan subsidiary's net assets. Refer to
Note 1
.
|
•
|
Income (loss) before income taxes was increased by $
23 million
for Corporate due to the gain on the sale of
50 percent
of our investment in Leão Junior. Refer to
Note 17
.
|
Year Ended December 31,
|
2012
|
|
|
2011
|
|
|
2010
|
|
|||
(Increase) decrease in trade accounts receivable
|
$
|
(33
|
)
|
|
$
|
(562
|
)
|
|
$
|
(41
|
)
|
(Increase) decrease in inventories
|
(286
|
)
|
|
(447
|
)
|
|
182
|
|
|||
(Increase) decrease in prepaid expenses and other assets
|
(29
|
)
|
|
(350
|
)
|
|
(148
|
)
|
|||
Increase (decrease) in accounts payable and accrued expenses
|
(556
|
)
|
|
63
|
|
|
656
|
|
|||
Increase (decrease) in accrued taxes
|
770
|
|
|
(132
|
)
|
|
(266
|
)
|
|||
Increase (decrease) in other liabilities
|
(946
|
)
|
|
(465
|
)
|
|
(13
|
)
|
|||
Net change in operating assets and liabilities
|
$
|
(1,080
|
)
|
|
$
|
(1,893
|
)
|
|
$
|
370
|
|
|
|
|
Muhtar Kent
|
|
Kathy N. Waller
|
Chairman of the Board of Directors,
Chief Executive Officer and President
February 27, 2013
|
|
Vice President and Controller
February 27, 2013
|
|
|
|
|
|
|
Gary P. Fayard
Executive Vice President
and Chief Financial Officer
February 27, 2013
|
|
|
|
First
Quarter
|
|
|
Second
Quarter
|
|
|
Third
Quarter
|
|
|
Fourth
Quarter
|
|
|
Full Year
|
|
|
|||||
(In millions except per share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net operating revenues
|
$
|
11,137
|
|
|
$
|
13,085
|
|
|
$
|
12,340
|
|
|
$
|
11,455
|
|
|
$
|
48,017
|
|
|
Gross profit
|
6,789
|
|
|
7,861
|
|
|
7,487
|
|
|
6,827
|
|
|
28,964
|
|
|
|||||
Net income attributable to shareowners of
The Coca-Cola Company
|
2,054
|
|
|
2,788
|
|
|
2,311
|
|
|
1,866
|
|
|
9,019
|
|
|
|||||
Basic net income per share
|
$
|
0.45
|
|
|
$
|
0.62
|
|
|
$
|
0.51
|
|
|
$
|
0.42
|
|
|
$
|
2.00
|
|
|
Diluted net income per share
|
$
|
0.45
|
|
|
$
|
0.61
|
|
|
$
|
0.50
|
|
|
$
|
0.41
|
|
|
$
|
1.97
|
|
|
2011 — As Adjusted
2,3
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net operating revenues
|
$
|
10,517
|
|
|
$
|
12,737
|
|
|
$
|
12,248
|
|
|
$
|
11,040
|
|
|
$
|
46,542
|
|
|
Gross profit
|
6,569
|
|
|
7,748
|
|
|
7,373
|
|
|
6,637
|
|
|
28,327
|
|
|
|||||
Net income attributable to shareowners of
The Coca-Cola Company
|
1,903
|
|
|
2,800
|
|
|
2,224
|
|
|
1,657
|
|
|
8,584
|
|
|
|||||
Basic net income per share
|
$
|
0.42
|
|
|
$
|
0.61
|
|
|
$
|
0.49
|
|
|
$
|
0.37
|
|
|
$
|
1.88
|
|
1
|
Diluted net income per share
|
$
|
0.41
|
|
|
$
|
0.60
|
|
|
$
|
0.48
|
|
|
$
|
0.36
|
|
|
$
|
1.85
|
|
|
1
|
The sum of the quarterly net income per share amounts do not agree to the full year net income per share amounts. We calculate net income per share based on the weighted average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and can therefore produce a full year result that does not agree to the sum of the individual quarters.
|
2
|
Effective January 1, 2012, the Company elected to change our accounting methodology for determining the market-related value of assets for our U.S. qualified defined benefit pension plans. The Company's change in accounting methodology has been applied retrospectively, and we have adjusted all prior period financial information presented herein as required.
|
3
|
On July 27, 2012, the Company's certificate of incorporation was amended to increase the number of authorized shares of common stock from
5.6 billion
to
11.2 billion
and effect a
two
-for-
one
stock split of the common stock. The record date for the stock split was July 27, 2012, and the additional shares were distributed on August 10, 2012. Each shareowner of record on the close of business on the record date received one additional share of common stock for each share held. All share and per share data presented herein reflect the impact of the increase in authorized shares and the stock split, as appropriate.
|
•
|
Charges of $61 million for North America, $15 million for Bottling Investments and $3 million for Corporate due to the Company's productivity and reinvestment program as well as other restructuring initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Benefit of $1 million for Europe due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Charge of $20 million for North America due to changes in the Company's ready-to-drink tea strategy as a result of our current U.S. license agreement with Nestlé terminating at the end of 2012. Refer to
Note 17
.
|
•
|
Charge of $6 million for North America due to costs associated with the Company detecting residues of carbendazim, a fungicide that is not registered in the United States for use on citrus products, in orange juice imported from Brazil for distribution in the United States. As a result, the Company began purchasing additional supplies of Florida orange juice at a higher cost than Brazilian orange juice. Refer to
Note 17
.
|
•
|
Charge of $3 million for Corporate due to changes in the structure of BPW, our 50/50 joint venture with Nestlé in the ready-to-drink tea category. Refer to
Note 17
.
|
•
|
Net benefit of $44 million for Bottling Investments due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
Net tax benefit of $8 million associated with the reversal of a valuation allowance in one of the Company's foreign jurisdictions, partially offset by amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
•
|
Charges of $48 million for North America, $16 million for Bottling Investments and $5 million for Corporate due to the Company's productivity and reinvestment program as well as other restructuring initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Benefit of $2 million for Europe due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Charge of $6 million for North America due to costs associated with the Company detecting residues of carbendazim in orange juice imported from Brazil for distribution in the United States. Refer to
Note 17
.
|
•
|
Benefit of $92 million for Corporate due to a gain the Company recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock during the period at a per share amount greater than the carrying amount of the Company's per share investment. Refer to
Note 17
.
|
•
|
Charges of $3 million for Eurasia and Africa, $6 million for Europe, $2 million for Latin America, $3 million for Pacific and a benefit of $3 million for Corporate due to changes in the structure of BPW. Refer to
Note 17
.
|
•
|
Net charge of $1 million for Bottling Investments due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
Net tax benefit of $25 million associated with the reversal of a valuation allowance in one of the Company's foreign jurisdictions as well as amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
•
|
Charges of $48 million for North America, $1 million for Pacific, $14 million for Bottling Investments and $10 million for Corporate due to charges related to the Company's productivity and reinvestment program as well as other restructuring initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Benefit of $1 million for Pacific and $5 million for Corporate due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Benefit of $5 million for North America due to the refinement of previously established accruals related to the Company's integration of CCE's former North America business. Refer to
Note 17
and
Note 18
.
|
•
|
Charge of $9 million for North America due to costs associated with the Company detecting residues of carbendazim in orange juice imported from Brazil for distribution in the United States. Refer to
Note 17
.
|
•
|
Charges of $1 million for Latin America, $1 million for North America, $2 million for Pacific and benefits of $1 million for Eurasia and Africa and $3 million for Europe due to changes in the structure of BPW. Refer to
Note 17
.
|
•
|
Net charge of $10 million for Bottling Investments due to the Company's proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
Net charge of $7 million related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
•
|
Charges of $1 million for Europe, $70 million for North America, $2 million for Pacific, $119 million for Bottling Investments and $20 million for Corporate due to the Company's productivity and reinvestment program as well as other restructuring initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Benefit of $1 million for Europe due to the refinement of previously established accruals related to the Company's 2008–2011 productivity initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Benefit of $1 million for North America due to the refinement of previously established accruals related to the Company's integration of CCE's former North America business. Refer to
Note 17
and
Note 18
.
|
•
|
Benefit of $185 million for Corporate due to the gain the Company recognized as a result of the merger of Andina and Polar. Refer to
Note 16
and
Note 17
.
|
•
|
Charge of $108 million for Corporate due to the loss the Company recognized on the pending sale of a majority ownership interest in our Philippine bottling operations to Coca-Cola FEMSA. This transaction was completed in January 2013. As of December 31, 2012, the assets and liabilities associated with our Philippine bottling operations were classified as held for sale in our consolidated balance sheets. Refer to
Note 17
.
|
•
|
Charge of $82 million for Corporate due to the Company acquiring an ownership interest in Mikuni for which we paid a premium over the publicly traded market price. This premium was expensed on the acquisition date. The Company accounts for our investment in Mikuni under the equity method of accounting. Refer to
Note 17
.
|
•
|
Net charge of $25 million for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
Charge of $16 million for Corporate due to other-than-temporary declines in the fair values of certain cost method investments. Refer to
Note 16
and
Note 17
.
|
•
|
Benefits of $1 million for Eurasia and Africa, $1 million for Latin America, $1 million for North America, $1 million for Pacific and a charge of $1 million for Europe due to changes in the structure of BPW. Refer to
Note 17
.
|
•
|
Net tax benefit of $124 million associated with the reversal of a valuation allowance in one of the Company's foreign jurisdictions as well as amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
•
|
Charges of $1 million for Eurasia and Africa, $1 million for Europe, $111 million for North America, $1 million for Pacific, $21 million for Bottling Investments and $27 million for Corporate due to the Company's ongoing productivity, integration and restructuring initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
Gain of $102 million for Corporate due to the sale of our investment in Embonor, a bottling partner with operations primarily in Chile. Prior to this transaction, the Company accounted for our investment in Embonor under the equity method of accounting. Refer to
Note 17
.
|
•
|
Charge of $79 million for Pacific associated with the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. This charge was primarily related to the Company's charitable donations in support of relief and rebuilding efforts in Japan and funds provided to certain bottling partners in the affected regions. Refer to
Note 17
.
|
•
|
Charge of $19 million for North America due to the amortization of favorable supply contracts acquired in connection with our acquisition of CCE's former North America business. Refer to
Note 17
.
|
•
|
Charge of $4 million for Corporate related to premiums paid to repurchase certain long-term debt assumed in connection with our acquisition of CCE's former North America business. Refer to
Note 10
.
|
•
|
Charge of $4 million for Bottling Investments, primarily attributable to the Company's proportionate share of restructuring charges recorded by an equity method investee. Refer to
Note 17
.
|
•
|
A net tax charge of $3 million related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
•
|
Charges of $8 million for Eurasia and Africa, $2 million for Europe, $1 million for Latin America, $66 million for North America, $23 million for Bottling Investments and $47 million for Corporate, primarily due to the Company's ongoing productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal. Refer to
Note 17
and
Note 18
.
|
•
|
A net gain of $417 million for Corporate, primarily due to the merger of Arca and Contal. Refer to
Note 16
and
Note 17
.
|
•
|
Charge of $38 million for Corporate due to the impairment of an investment in an entity accounted for under the equity method of accounting. Refer to
Note 16
and
Note 17
.
|
•
|
Charge of $4 million for Pacific due to the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. Refer to
Note 17
.
|
•
|
A net gain of $1 million for Corporate related to the repurchase of certain long-term debt we assumed in connection with our acquisition of CCE's former North America business. Refer to
Note 10
.
|
•
|
A net tax charge of $16 million related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
•
|
Charges of $2 million for Europe, $2 million for Latin America, $52 million for North America, $2 million for Pacific, $14 million for Bottling Investments and $26 million for Corporate, due to the Company's ongoing productivity, integration and restructuring initiatives as well as costs associated with the merger of Arca and Contal. Refer to
Note 17
and
Note 18
.
|
•
|
Charge of $36 million for Bottling Investments, primarily attributable to the Company's proportionate share of asset impairments and restructuring charges recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
A net charge of $5 million for Corporate due to the repurchase and/or exchange of certain long-term debt assumed in connection with our acquisition of CCE's former North America business. Refer to
Note 10
.
|
•
|
Charge of $5 million for Corporate due to the finalization of working capital adjustments related to the sale of all our ownership interests in our Norwegian and Swedish bottling operations to New CCE. Refer to
Note 17
.
|
•
|
Charge of $3 million for Corporate due to the impairment of an investment in an entity accounted for under the equity method of accounting. Refer to
Note 16
and
Note 17
.
|
•
|
A net charge of $1 million associated with the earthquake and tsunami that devastated northern and eastern Japan on March 11, 2011. This net charge included a charge of $2 million for North America and a benefit of $1 million for Pacific. Refer to
Note 17
.
|
•
|
A net tax benefit of $4 million related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
•
|
Charges of $3 million for Eurasia and Africa, $20 million for Europe, $1 million for Latin America, $145 million for North America, $1 million for Pacific, $31 million for Bottling Investments and $64 million for Corporate, primarily due to the Company's ongoing productivity, integration and restructuring initiatives. Refer to
Note 17
and
Note 18
.
|
•
|
A net gain of $122 million for Corporate, primarily due to gains the Company recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock during the period at per share amounts greater than the carrying value of the Company's per share investment. These gains were partially offset by charges associated with certain of the Company's equity method investments in Japan. Refer to
Note 17
.
|
•
|
Charge of $17 million for Corporate due to other-than-temporary impairments of certain available-for-sale securities. Refer to
Note 16
and
Note 17
.
|
•
|
Charge of $13 million for Bottling Investments, primarily attributable to the Company's proportionate share of asset impairments and restructuring charges recorded by certain of our equity method investees. Refer to
Note 17
.
|
•
|
Charge of $10 million for Corporate due to the floods in Thailand that impacted the Company's supply chain operations in the region. Refer to
Note 17
.
|
•
|
Charge of $1 million for Corporate due to the early extinguishment of certain long-term debt. This debt existed prior to the Company's acquisition of CCE's former North America business. Refer to
Note 10
.
|
•
|
A net tax benefit of $22 million related to amounts required to be recorded for changes to our uncertain tax positions, including interest and penalties. Refer to
Note 14
.
|
(a)
|
The following documents are filed as part of this report:
|
•
|
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
|
•
|
may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
|
•
|
may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
|
•
|
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
|
2.1.1
|
|
Business Separation and Merger Agreement, dated as of February 25, 2010, by and among Coca-Cola Enterprises Inc., International CCE, Inc., The Coca-Cola Company and Cobalt Subsidiary LLC.
|
|
|
|
Exhibit I
|
Tax Sharing Agreement
|
|
|
Exhibit II
|
Employee Matters Agreement
|
|
|
Exhibit III
|
Form of Corporate Name Letter
|
|
|
Exhibit IV
|
Form of Transition Services Agreement
|
|
|
Exhibit V-1
|
Bottler's Agreement Jurisdictions
|
|
|
Exhibit V-2
|
Form of Bottler's Agreement
|
|
|
— incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on March 3, 2010. In accordance with Item 601(b)(2) of Regulation S-K, certain schedules have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
|
2.1.2
|
|
Amendment No. 1, dated as of September 6, 2010, to the Business Separation and Merger Agreement, dated as of February 25, 2010, by and among Coca-Cola Enterprises Inc., International CCE Inc., the Company and Cobalt Subsidiary LLC — incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on September 7, 2010.
|
|
2.2
|
|
Tax Sharing Agreement, dated as of February 25, 2010, by and among The Coca-Cola Company, Coca-Cola Enterprises Inc. and International CCE, Inc. (included as Exhibit I to the Business Separation and Merger Agreement) — incorporated herein by reference to Exhibit 2.2 of the Company's Current Report on Form 8-K filed on March 3, 2010.
|
|
2.3
|
|
Employee Matters Agreement, dated as of February 25, 2010, by and among The Coca-Cola Company, Coca-Cola Enterprises Inc. and International CCE, Inc. (included as Exhibit II to the Business Separation and Merger Agreement) — incorporated herein by reference to Exhibit 2.3 to the Company's Current Report on Form 8-K filed on March 3, 2010.
|
|
2.4
|
|
Letter Agreement, dated as of February 25, 2010, by and between the Company and Coca-Cola Enterprises Inc. — incorporated herein by reference to Exhibit 2.4 to the Company's Current Report on Form 8-K filed on March 3, 2010.
|
|
2.5
|
|
Share Purchase Agreement, dated as of March 20, 2010, by and among The Coca-Cola Company, Bottling Holdings (Luxembourg) s.a.r.l., Coca-Cola Enterprises Inc. and International CCE, Inc.
|
|
|
|
Exhibit I
|
Form of Corporate Name Letter
|
|
|
Exhibit II
|
Form of Bottler's Agreement
|
|
|
— incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed on March 22, 2010. In accordance with Item 601(b)(2) of Regulation S-K, certain schedules have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.
|
|
3.1
|
|
Certificate of Incorporation of the Company, including Amendment of Certificate of Incorporation, dated July 27, 2012 — incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2012.
|
|
3.2
|
|
By-Laws of the Company, as amended and restated through April 17, 2008 — incorporated herein by reference to Exhibit 3.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 2008.
|
|
4.1
|
|
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
|
|
4.2
|
|
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
|
4.3
|
|
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
|
|
4.4
|
|
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26, 1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on March 5, 2009.
|
|
4.5
|
|
Form of Note for 5.350% Notes due November 15, 2017 — incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed October 31, 2007.
|
|
4.6
|
|
Form of Note for 3.625% Notes due March 15, 2014 — incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on March 5, 2009.
|
|
4.7
|
|
Form of Note for 4.875% Notes due March 15, 2019 — incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed on March 5, 2009.
|
|
4.8
|
|
[RESERVED]
|
|
4.9
|
|
Form of Note for 0.750% Notes due November 15, 2013 — incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
|
4.10
|
|
Form of Note for 1.500% Notes due November 15, 2015 — incorporated herein by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
|
4.10.1
|
|
Form of Note for 3.150% Notes due November 15, 2020 — incorporated herein by reference to Exhibit 4.7 to the Company's Current Report on Form 8-K filed November 18, 2010.
|
|
4.11
|
|
Form of Exchange and Registration Rights Agreement among the Company, the representatives of the initial purchasers of the Notes and the other parties named therein — incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed August 8, 2011.
|
|
4.12
|
|
Form of Note for 1.80% Notes due September 1, 2016 — incorporated herein by reference to Exhibit 4.13 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
|
4.13
|
|
Form of Note for 3.30% Notes due September 1, 2021 — incorporated herein by reference to Exhibit 4.14 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
|
|
4.14
|
|
Form of Note for Floating Rates Notes due March 14, 2014 — incorporated herein by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed March 14, 2012.*
|
|
4.15
|
|
Form of Note for 0.750% Notes due March 13, 2015 — incorporated herein by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed March 14, 2012.*
|
|
4.16
|
|
Form of Note for 1.650% Notes due March 14, 2018 — incorporated herein by reference to Exhibit 4.6 to the Company's Current Report on Form 8-K filed March 14, 2012.*
|
|
10.1.1
|
|
Supplemental Disability Plan of the Company, as amended and restated effective January 1, 2003 — incorporated herein by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002.*
|
|
10.1.2
|
|
Termination of the Company's Supplemental Disability Plan, effective December 31, 2012.*
|
|
10.2
|
|
Performance Incentive Plan of the Company, as amended and restated as of February 16, 2011 — incorporated herein by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed February 17, 2011.*
|
|
10.3.1
|
|
1999 Stock Option Plan of the Company, as amended and restated through February 16, 2011 — incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 17, 2011.*
|
|
10.3.2
|
|
Form of Stock Option Agreement in connection with the 1999 Stock Option Plan of the Company — incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed February 14, 2007.*
|
|
10.3.3
|
|
Form of Stock Option Agreement in connection with the 1999 Stock Option Plan of the Company, as adopted December 12, 2007 — incorporated herein by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed February 21, 2008.*
|
|
10.3.4
|
|
Form of Stock Option Agreement in connection with the 1999 Stock Option Plan of the Company, as adopted February 18, 2009 — incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed February 18, 2009.*
|
|
10.4.1
|
|
2002 Stock Option Plan of the Company, amended and restated through February 18, 2009 — incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed February 18, 2009.*
|
10.4.2
|
|
Form of Stock Option Agreement in connection with the 2002 Stock Option Plan, as amended — incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on December 8, 2004.*
|
|
10.4.3
|
|
Form of Stock Option Agreement in connection with the 2002 Stock Option Plan, as adopted December 12, 2007 — incorporated herein by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed on February 21, 2008.*
|
|
10.4.4
|
|
Form of Stock Option Agreement in connection with the 2002 Stock Option Plan, as adopted February 18, 2009 — incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on February 18, 2009.*
|
|
10.5.1
|
|
2008 Stock Option Plan of the Company, as amended and restated, effective February 16, 2011 — incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 17, 2011.*
|
|
10.5.2
|
|
Form of Stock Option Agreement for grants under the Company's 2008 Stock Option Plan — incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 16, 2008.*
|
|
10.5.3
|
|
Form of Stock Option Agreement for grants under the Company's 2008 Stock Option Plan, as adopted February 18, 2009 — incorporated herein by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed February 18, 2009.*
|
|
10.6
|
|
1983 Restricted Stock Award Plan of the Company, as amended and restated through February 16, 2011 — incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 17, 2011.*
|
|
10.7.1
|
|
1989 Restricted Stock Award Plan of the Company, as amended and restated through February 16, 2011 — incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed February 17, 2011.*
|
|
10.7.2
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock Award Plan of the Company, as adopted December 12, 2007 — incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed February 21, 2008.*
|
|
10.7.3
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) for France in connection with the 1989 Restricted Stock Award Plan of the Company, as adopted December 12, 2007 — incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed February 21, 2008.*
|
|
10.7.4
|
|
Form of Restricted Stock Agreement in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 17, 2010 — incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 18, 2010. *
|
|
10.7.5
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 17, 2010 — incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 18, 2010.*
|
|
10.7.6
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) for France in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 17, 2010 — incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on February 18, 2010.*
|
|
10.7.7
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock Award Plan of the Company, as adopted February 16, 2011 — incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed February 17, 2011.*
|
|
10.7.8
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) for France in connection with the 1989 Restricted Stock Award Plan of the Company, as adopted February 16, 2011 — incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed February 17, 2011.*
|
|
10.7.9
|
|
Form of Restricted Stock Unit Agreement in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 15, 2012 - incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 15, 2012.*
|
|
10.7.10
|
|
Form of Restricted Stock Unit Agreement in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 15, 2012 — incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 15, 2012.*
|
|
10.7.11
|
|
Form of Restricted Stock Unit Agreement in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 15, 2012 — incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 15, 2012.*
|
|
10.7.12
|
|
Form of Restricted Stock Unit Agreement in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 15, 2012 — incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed February 15, 2012.*
|
10.7.13
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 15, 2012 — incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed February 15, 2012.*
|
|
10.7.14
|
|
Form of Restricted Stock Agreement (Performance Share Unit Agreement) for France in connection with The Coca-Cola Company 1989 Restricted Stock Award Plan, as adopted February 15, 2012 — incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed February 15, 2012.*
|
|
10.8.1
|
|
Compensation Deferral & Investment Program of the Company, as amended, including Amendment Number Four, dated November 28, 1995 — incorporated herein by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.*
|
|
10.8.2
|
|
Amendment Number Five to the Compensation Deferral & Investment Program of the Company, effective as of January 1, 1998 — incorporated herein by reference to Exhibit 10.8.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 1997.*
|
|
10.8.3
|
|
Amendment Number Six to the Compensation Deferral & Investment Program of the Company, dated as of January 12, 2004, effective January 1, 2004 — incorporated herein by reference to Exhibit 10.9.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2003.*
|
|
10.9
|
|
[RESERVED]
|
|
10.10.1
|
|
Supplemental Pension Plan, Amended and Restated Effective January 1, 2010 — incorporated herein by reference to Exhibit 10.10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009.*
|
|
10.10.2
|
|
Amendment One to The Coca-Cola Company Supplemental Pension Plan, effective December 31, 2012, dated December 6, 2012.*
|
|
10.11
|
|
The Coca-Cola Company Supplemental 401(k) Plan (f/k/a the Supplemental Thrift Plan of the Company), Amended and Restated Effective January 1, 2012, dated December 14, 2011 — incorporated herein by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.12.1
|
|
The Coca-Cola Company Supplemental Cash Balance Plan, effective January 1, 2012 — incorporated herein by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.12.2
|
|
Amendment One to The Coca-Cola Company Supplemental Cash Balance Plan, dated December 6, 2012.*
|
|
10.13
|
|
The Coca-Cola Company Directors' Plan, amended and restated on December 13, 2012, effective January 1, 2013.*
|
|
10.14
|
|
Long-Term Performance Incentive Plan of the Company, as amended and restated effective December 13, 2006 — incorporated herein by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
|
10.15
|
|
Executive Incentive Plan of the Company, adopted as of February 14, 2001 — incorporated herein by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000.*
|
|
10.16
|
|
Deferred Compensation Plan of the Company, as amended and restated December 8, 2010 — incorporated herein by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
|
10.17
|
|
The Coca-Cola Export Corporation Employee Share Plan, effective as of March 13, 2002 — incorporated herein by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002.*
|
|
10.18
|
|
Employees' Savings and Share Ownership Plan of Coca-Cola Ltd., effective as of January 1, 1990 — incorporated herein by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002.*
|
|
10.19
|
|
Share Purchase Plan — Denmark, effective as of 1991 — incorporated herein by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2002.*
|
|
10.20.1
|
|
The Coca-Cola Company Benefits Plan for Members of the Board of Directors, as amended and restated through April 14, 2004 — incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.*
|
|
10.20.2
|
|
Amendment Number One to the Company's Benefits Plan for Members of the Board of Directors, dated December 16, 2005 — incorporated herein by reference to Exhibit 10.31.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2005.*
|
10.21.1
|
|
Employment Agreement, dated as of February 20, 2003, between the Company and José Octavio Reyes — incorporated herein by reference to Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended December 31, 2004.*
|
|
10.21.2
|
|
Letter, dated September 13, 2012, between Servicios Integrados de Administración y Alta Gerencia, S de R.L. de C.V. and José Octavio Reyes — incorporated herein by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.21.3
|
|
Modification of Conditions, Termination Agreement and Release, dated September 13, 2012, between Servicios Integrados de Administración y Alta Gerencia, S de R.L. de C.V. and José Octavio Reyes — incorporated herein by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.22
|
|
The Coca-Cola Company Severance Pay Plan, As Amended and Restated Effective January 1, 2012, dated December 14, 2011 — incorporated herein by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.23
|
|
Order Instituting Cease and Desist Proceedings, Making Findings and Imposing a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 — incorporated herein by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on April 18, 2005.
|
|
10.24
|
|
Offer of Settlement of The Coca-Cola Company — incorporated herein by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on April 18, 2005.
|
|
10.25
|
|
Employment Agreement, effective as of May 1, 2005, between Refreshment Services S.A.S. and Dominique Reiniche, dated September 7, 2006 — incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on September 12, 2006.*
|
|
10.26
|
|
Refreshment Services S.A.S. Defined Benefit Plan, dated September 25, 2006 — incorporated herein by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 29, 2006.*
|
|
10.27
|
|
Share Purchase Agreement among Coca-Cola South Asia Holdings, Inc. and San Miguel Corporation, San Miguel Beverages (L) Pte Limited and San Miguel Holdings Limited in connection with the Company's purchase of Coca-Cola Bottlers Philippines, Inc., dated December 23, 2006 — incorporated herein by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed on December 29, 2006.
|
|
10.28
|
|
Cooperation Agreement between Coca-Cola South Asia Holdings, Inc. and San Miguel Corporation in connection with the Company's purchase of Coca-Cola Bottlers Philippines, Inc., dated December 23, 2006 — incorporated herein by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed on December 29, 2006.
|
|
10.29.1
|
|
Offer Letter, dated July 20, 2007, from the Company to Joseph V. Tripodi, including Agreement on Confidentiality, Non-Competition and Non-Solicitation, dated July 20, 2007 — incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 28, 2007.*
|
|
10.29.2
|
|
Agreement between the Company and Joseph V. Tripodi, dated December 15, 2008 — incorporated herein by reference to Exhibit 10.47.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.*
|
|
10.30
|
|
Letter, dated July 17, 2008, to Muhtar Kent — incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed July 21, 2008.*
|
|
10.31
|
|
Separation Agreement between the Company and Robert Leechman, dated February 24, 2009, including form of Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality — incorporated herein by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 2009.*
|
|
10.32
|
|
Separation Agreement between the Company and Cynthia McCague, dated June 22, 2009 (effective as of July 22, 2009), including form of Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality and summary of anticipated consulting agreement — incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 2009.*
|
|
10.33
|
|
Letter of Understanding between the Company and Ceree Eberly, dated October 26, 2009, including Agreement on Confidentiality, Non-Competition and Non-Solicitation, dated November 1, 2009 — incorporated herein by reference to Exhibit 10.47 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009.*
|
|
10.34.1
|
|
The Coca-Cola Export Corporation Overseas Retirement Plan, as amended and restated, effective October 1, 2007 — incorporated herein by reference to Exhibit 10.55 to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.*
|
10.34.2
|
|
Amendment Number One to The Coca-Cola Export Corporation Overseas Retirement Plan, as Amended and Restated Effective October 1, 2007, dated September 29, 2011 — incorporated herein by reference to Exhibit 10.34.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.34.3
|
|
Amendment Number Two to The Coca-Cola Export Corporation Overseas Retirement Plan, as Amended and Restated Effective October 1, 2007, dated November 14, 2011 — incorporated herein by reference to Exhibit 10.34.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.34.4
|
|
Amendment Number Three to The Coca-Cola Export Corporation Overseas Retirement Plan, as Amended and Restated Effective October 1, 2007, dated September 27, 2012 — incorporated herein by reference to Exhibit 10.11 to the Company's Quarterly Report on Form 10-Q filed on September 28, 2012.*
|
|
10.35.1
|
|
The Coca-Cola Export Corporation International Thrift Plan, as amended and restated, effective January 1, 2011 — incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2011.*
|
|
10.35.2
|
|
Amendment Number One to The Coca-Cola Export Corporation International Thrift Plan, as Amended and Restated, Effective January 1, 2011, dated September 20, 2011 — incorporated herein by reference to Exhibit 10.35.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.35.3
|
|
Amendment Number Two to The Coca-Cola Export Corporation International Thrift Plan, as Amended and Restated Effective January 1, 2011, dated September 27, 2012 — incorporated herein by reference to Exhibit 10.10 to the Company's Quarterly Report on Form 10-Q filed on September 28, 2012.*
|
|
10.36
|
|
Letter Agreement, dated as of June 7, 2010, between The Coca-Cola Company and Dr Pepper Seven-Up, Inc. — incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 7, 2010.
|
|
10.37
|
|
[RESERVED]
|
|
10.38
|
|
Coca-Cola Enterprises Inc. Stock Deferral Plan — incorporated herein by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-3 (Registration No. 333-169724) filed on October 1, 2010.*
|
|
10.39
|
|
Coca-Cola Enterprises Inc. 1997 Stock Option Plan — incorporated herein by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
|
|
10.40
|
|
Coca-Cola Enterprises Inc. 1999 Stock Option Plan — incorporated herein by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
|
|
10.41
|
|
Coca-Cola Enterprises Inc. 2001 Restricted Stock Award Plan — incorporated herein by reference to Exhibit 99.3 to the Company's Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
|
|
10.42
|
|
Coca-Cola Enterprises Inc. 2001 Stock Option Plan — incorporated herein by reference to Exhibit 99.4 to the Company's Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
|
|
10.43
|
|
Coca-Cola Enterprises Inc. 2004 Stock Award Plan — incorporated herein by reference to Exhibit 99.5 to the Company's Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
|
|
10.44.1
|
|
Coca-Cola Enterprises Inc. 2007 Incentive Award Plan — incorporated herein by reference to Exhibit 99.6 to the Company's Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
|
|
10.44.2
|
|
Form of 2007 Stock Option Agreement (Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive Award Plan — incorporated herein by reference to Exhibit 10.32 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2007.*
|
|
10.44.3
|
|
Form of Stock Option Agreement (Chief Executive Officer and Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive Award Plan for Awards after October 29, 2008 — incorporated herein by reference to Exhibit 10.16.4 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
|
|
10.44.4
|
|
Form of 2007 Restricted Stock Unit Agreement (Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive Award Plan — incorporated herein by reference to Exhibit 10.16.7 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
|
|
10.44.5
|
|
Form of 2007 Performance Share Unit Agreement (Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive Award Plan — incorporated herein by reference to Exhibit 10.16.10 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
|
10.44.6
|
|
Form of Performance Share Unit Agreement (Chief Executive Officer and Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive Award Plan for Awards after October 29, 2008 — incorporated herein by reference to Exhibit 10.16.12 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
|
|
10.45.1
|
|
Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment Plan (Amended and Restated Effective January 1, 2010) — incorporated herein by reference to Exhibit 10.2 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2009.*
|
|
10.45.2
|
|
First Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment Plan (Amended and Restated Effective January 1, 2010), dated September 24, 2010 — incorporated herein by reference to Exhibit 10.45.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
|
10.45.3
|
|
Second Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment Plan (Amended and Restated Effective January 1, 2010), dated November 3, 2010 — incorporated herein by reference to Exhibit 10.45.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
|
10.45.4
|
|
Third Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment Plan, Effective January 1, 2010, dated February 15, 2011 — incorporated herein by reference to Exhibit 10.45.4 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.45.5
|
|
Fourth Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment Plan, effective December 31, 2011, dated December 14, 2011 — incorporated herein by reference to Exhibit 10.45.5 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.46.1
|
|
Coca-Cola Refreshments Executive Pension Plan, dated December 13, 2010 (Amended and Restated Effective January 1, 2011) — incorporated herein by reference to Exhibit 10.46 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
|
10.46.2
|
|
Amendment Number One to the Coca-Cola Refreshments Executive Pension Plan (Amended and Restated Effective January 1, 2011), dated as of July 14, 2011— incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.*
|
|
10.46.3
|
|
Amendment Number Two to the Coca-Cola Refreshments Executive Pension Plan, effective December 31, 2011, dated December 14, 2011 — incorporated herein by reference to Exhibit 10.46.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2011.*
|
|
10.47
|
|
Summary Plan Description for Coca-Cola Refreshments USA, Inc. Executive Long-Term Disability Plan — incorporated by reference to Exhibit 10.18 of Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2006.*
|
|
10.48.1
|
|
Coca-Cola Refreshments USA, Inc. Executive Severance Plan (Amended and Restated Effective December 31, 2008) — incorporated herein by reference to Exhibit 10.5.4 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
|
|
10.48.2
|
|
Form Agreement in connection with the Coca-Cola Refreshments USA, Inc. Executive Severance Plan (Amended and Restated Effective September 25, 2008) — incorporated herein by reference to Exhibit 10.5.5 to Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
|
|
10.48.3
|
|
First Amendment to the Coca-Cola Refreshments USA, Inc. Executive Severance Plan (Amended and Restated Effective December 31, 2008), dated as of November 3, 2010 — incorporated herein by reference to Exhibit 10.48.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
|
10.48.4
|
|
Amendment Number Two to the Coca-Cola Refreshments USA, Inc. Executive Severance Plan (Amended and Restated Effective December 31, 2008), dated as of July 14, 2011 — incorporated herein by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.*
|
|
10.48.5
|
|
Amendment Number Three to the Coca-Cola Refreshments Executive Severance Plan, dated September 24, 2012 - incorporated herein by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q filed on September 28, 2012.*
|
|
10.49
|
|
Amendment to certain Coca-Cola Refreshments USA, Inc.'s (formerly known as Coca-Cola Enterprises Inc.) Employee Benefit Plans and Equity Plans, effective December 6, 2010 — incorporated herein by reference to Exhibit 10.49 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
|
10.50.1
|
|
Offer Letter, dated October 21, 2010, from the Company to Steven A. Cahillane, including Agreement on Confidentiality, Non-Competition and Non-Solicitation, dated November 10, 2010 — incorporated herein by reference to Exhibit 10.50 to the Company's Annual Report on Form 10-K for the year ended December 31, 2010.*
|
10.50.2
|
|
Letter, dated September 11, 2012, from the Company to Steven A. Cahillane — incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.51
|
|
Offer Letter, dated January 5, 2011, from the Company to Guy Wollaert, including Agreement on Confidentiality, Non-Competition and Non-Solicitation, dated June 23, 2008 — incorporated herein by reference to Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2011.*
|
|
10.52
|
|
Letter, dated September 11, 2012, from the Company to Ahmet Bozer — incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.53
|
|
Letter, dated September 11, 2012, from the Company to Brian Smith — incorporated herein by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.54
|
|
Letter, dated September 11, 2012, from the Company to J. Alexander Douglas, Jr. — incorporated herein by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.55
|
|
Letter, dated September 11, 2012, from the Company to Brian Kelley - incorporated herein by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.56
|
|
Letter, dated September 11, 2012, from the Company to Nathan Kalumbu — incorporated herein by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.57.1
|
|
Letter, dated September 11, 2012, from the Company to James Quincey — incorporated herein by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K filed on September 14, 2012.*
|
|
10.57.2
|
|
Service Agreement between Beverage Services Limited and James Robert Quincey, dated November 14, 2012.*
|
|
10.58
|
|
Letter, dated December 12, 2012, from the Company to Glen Walter, including Agreement on Confidentiality, Non-Competition and Non-Solicitation, dated December 14, 2012.*
|
|
10.59.1
|
|
Coca-Cola Refreshments Supplemental Pension Plan (Amended and Restated Effective January 1, 2011), dated December 13, 2010 — incorporated herein by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2012.*
|
|
10.59.2
|
|
Amendment Number One to the Coca-Cola Refreshments Supplemental Pension Plan, dated December 14, 2011 — incorporated herein by reference to Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2012.*
|
|
10.59.3
|
|
Amendment Two to the Coca-Cola Refreshments Supplemental Pension Plan, dated December 6, 2012.*
|
|
10.60.1
|
|
Coca-Cola Refreshments Severance Pay Plan for Exempt Employees, effective as of January 1, 2012.*
|
|
10.60.2
|
|
Amendment One to the Coca-Cola Refreshments Severance Pay Plan for Exempt Employees, effective January 1, 2012, dated May 24, 2012.*
|
|
10.60.3
|
|
Amendment Two to the Coca-Cola Refreshments Severance Pay Plan for Exempt Employees, dated December 6, 2012.*
|
|
12.1
|
|
Computation of Ratios of Earnings to Fixed Charges for the years ended December 31, 2012, 2011, 2010, 2009 and 2008.
|
|
18.1
|
|
Preferability Letter from Independent Registered Public Accounting Firm — incorporated herein by reference to Exhibit 18.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2012.
|
|
21.1
|
|
List of subsidiaries of the Company as of December 31, 2012.
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
24.1
|
|
Powers of Attorney of Officers and Directors signing this report.
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification, executed by Muhtar Kent, Chairman of the Board of Directors, Chief Executive Officer and President of The Coca-Cola Company.
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification, executed by Gary P. Fayard, Executive Vice President and Chief Financial Officer of The Coca-Cola Company.
|
|
32.1
|
|
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), executed by Muhtar Kent, Chairman of the Board of Directors, Chief Executive Officer and President of The Coca-Cola Company and by Gary P. Fayard, Executive Vice President and Chief Financial Officer of The Coca-Cola Company.
|
101
|
|
The following financial information from The Coca-Cola Company's Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income for the years ended December 31, 2012, 2011 and 2010, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010, (iii) Consolidated Balance Sheets as of December 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Shareowners' Equity for the years ended December 31, 2012, 2011 and 2010 and (vi) the Notes to Consolidated Financial Statements.
|
*
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
|
|
THE COCA-COLA COMPANY
|
|
|||
|
(Registrant)
|
|
|||
|
By:
|
|
/s/ MUHTAR KENT
|
|
|
|
|
|
Muhtar Kent
Chairman of the Board of Directors,
Chief Executive Officer and President
|
|
|
|
|
|
Date:
|
February 27, 2013
|
|
*By:
|
|
/s/ GLORIA K. BOWDEN
|
|
|
Gloria K. Bowden
Attorney-in-fact
|
|
|
|
|
|
February 27, 2013
|
2.1
|
Limitation to Non-Employee Directors
. Only Directors who are not employed by the Company or a Majority-Owned Related Company shall be eligible for the Plan.
|
2.2
|
Date of Eligibility
. Directors who are on the Board as of January 1, 2013 shall be eligible to participate. Thereafter, a new Director shall be eligible as of the date he or she is appointed or elected to the Board.
|
3.1
|
Accounts; Mandatory Annual Transfer
. Each Participant shall have an AC Account administered in his or her name. Such AC Account shall be a bookkeeping entry only and no Stock or other assets shall be placed in the Participant’s name. On December 31 of each year, all Share Units credited to
|
3.2
|
Cash Payment
. Unless the Participant has elected to defer all or a portion of the Cash Payment into Share Units in accordance with Article IV of this Plan, (a) the Participant will be paid $50,000 annually for service on the Board (the “Director Payment”), payable in equal quarterly installments, and prorated for partial years of service as set forth in Section 3.4, as applicable and (b) the Chair of each committee of the Board of Directors shall be paid an additional $20,000 annually for service as a committee Chair (the “Chair Payment,” and together with the Director Payment, the "Cash Payment”), payable in equal quarterly installments, and prorated for partial years of service as set forth in Section 3.4, as applicable.
|
3.3
|
Crediting of Share Units
. On the Calculation Date, each Participant’s AC Account shall be credited with Share Units, provided that any Participant that becomes eligible for the Plan after January 1 in a particular year, shall be credited Share Units in accordance with Section 3.4. The value of such Share Units for 2013 shall be $200,000 and may be adjusted in subsequent years by the Board of Directors (the “Dollar Amount”). The number of Share Units credited to each Participant shall be determined by dividing the Dollar Amount by the average of the high and low price of Stock on the New York Stock Exchange Composite Transactions listing on the Calculation Date.
|
3.4
|
New Directors/Committee Chairs Appointed or Elected During the Year
.
|
(a)
|
With respect to the Director Payment, if a Participant becomes eligible for the Plan after January 1 in a particular year, the Director Payment shall be prorated for the number of regularly-scheduled Board meetings remaining in the year (which shall include the meeting at which the Director was appointed or elected, if such meeting is a regularly-scheduled meeting), as illustrated in the table below. Such Director Payment shall be payable in equal installments in accordance with the payment schedule set forth in Section 3.2.
|
Meeting at which Director is Appointed or Elected / Appointed Chair
|
Percentage of applicable Cash Payment to be paid
|
Meeting #1
|
100%
|
Meeting #2
|
80%
|
Meeting #3
|
60%
|
Meeting #4
|
40%
|
Meeting #5
|
20%
|
(b)
|
If a Participant becomes eligible for the Plan after January 1 in a particular year, his or her AC Account shall be credited with Share Units equal to the number of Share Units calculated on the Calculation Date for the year pursuant to Section 3.3, prorated for the number of regularly-scheduled Board meetings remaining in the year (which shall include the meeting at which the Director was appointed or elected, if such meeting is a regularly-scheduled meeting). Such Share Units shall be posted to a new Participant’s AC Account as of the date such Participant becomes eligible for the Plan, provided that if such date is prior to the Calculation Date, then the Share Units shall be posted on the Calculation Date.
|
4.1
|
Establishment of DC Accounts
. The Company shall establish a DC Account for each Participant. Such DC Account shall be a bookkeeping entry only and no Stock or other assets shall be placed in the Participant’s name. All eligible compensation, as described in Section 4.2, that a Participant elects to defer in accordance with this Article IV shall be credited to that Participant’s DC Account in the manner set forth in this Article IV. In addition, on December 31 of each year, all compensation credited to a Participant’s AC Account pursuant to Section 3.3 automatically shall be transferred to that Participant’s DC Account.
|
4.2
|
Eligible Compensation
. A Participant may elect to defer all or a specified percentage (from 10% - 100%) of the annual Cash Payment (including the Director Payment and/or the Chair Payment) receivable by such Director under the Plan. No other compensation or expense reimbursement shall be eligible for voluntary deferral.
|
4.3
|
Elections to Defer
. Participants must elect to defer eligible Cash Payments under the following provisions. Elections shall be in writing on forms or via electronic format as determined by the Secretary of the Company. The election shall specify the applicable percentage to be deferred.
|
(a)
|
Annual Cash Payments
. If a Participant wishes to defer all or a portion of his or her annual Cash Payment, he or she must elect a percentage to defer, from 10% - 100%, no later than December 31 prior to the beginning of the year for which the Cash Payment is earned. This election is irrevocable for all amounts paid for the calendar year.
|
(b)
|
New Directors
. A new Director appointed or elected to the Board during the calendar year shall not be eligible to defer the Cash Payment that is payable through the end of that first calendar year of service.
|
(c)
|
Duration of Elections
. If an election is made to defer with respect to the annual Cash Payment, the election shall continue in effect until the end of the Participant’s service as a Director or until the end of the calendar year during which the Director gives the Company written notice of the discontinuance of the election. Such a notice of discontinuance shall operate prospectively from the first day of the calendar year following the giving of notice. An election with respect to the Cash Payment becomes irrevocable as of December 31 of the year prior to the year the Cash Payment is earned.
|
4.4
|
Elections and Forms of Payment
.
|
(a)
|
Forms of Payment
. All payments under the Plan shall be in cash. A Participant may elect to receive payments in a single lump sum or in a series of annual installments (not to exceed five). If a Participant fails to make an election in accordance with this Section 4.4, the balance in the Participant’s DC Account upon the Participant’s termination of service with the Company shall be paid in the form of a lump sum, unless otherwise provided in this Section 4.4. In the event of death or a Change in Control, all payments shall be made in the form of a lump sum payment.
|
(b)
|
Payment Distribution Election Under Prior Plans
. All elections made under the Prior Plans regarding the form of payment distribution for
|
(c)
|
Payment Distribution Election Under the Plan
. A Participant may make a different election for future compensation under the Plan. An individual who becomes a Director during the calendar year must make an initial election within 30 days of his or her appointment or election to the Board. Once a Participant makes an election under the Plan, it shall apply to all future compensation awarded to the Participant under the Plan unless a new election is made by December 31 of the year prior to the time the compensation is paid.
|
4.5
|
Deferral of Cash Payments; Crediting of Share Units
. If a Participant has elected to defer the Cash Payment (or any portion thereof) pursuant to Section 4.3, the amount elected shall be added to the Share Units awarded to such Participant pursuant to Section 3.3 on the Calculation Date and credited to the Participant’s DC Account. Such amount shall be converted on the Calculation Date to a number of Share Units equal to the number of shares of Stock that theoretically could have been purchased on such date with such amount, using the average share price on the New York Stock Exchange Composite Transactions listing on such date, or if such date is not a trading day, on the next trading day.
|
5.1
|
Hypothetical Dividends
. As of each date on which dividends on the Stock are payable to shareowners of the Company, each Participant’s AC Account and DC Account shall be credited with the value of the dividends that would be payable on Share Units in such accounts if they were shares of Stock (not taking into account the record date). These hypothetical dividends shall be converted to Share Units using the average of the high and low price of Stock on the New York Stock Exchange Composite Transactions listing on the dividend payment date or if such date is not a trading day, on the trading day preceding the dividend payment date.
|
5.2
|
Stock Split; Stock Dividend
. Each Participant’s AC Account and DC Account shall be credited on the date of any stock split or stock dividend, with the number of Share Units necessary for an equitable adjustment.
|
6.1
|
Permitted Payment Events
. Payment of accounts under the Plan shall not be made except following death, disability, termination of service from the Board, or upon a Change in Control. Payments shall not be accelerated, except as permitted by Section 409A of the Code and the regulations thereunder.
|
6.2
|
Payment of Account Balance
. Upon a Participant’s separation of service as a Director of the Company, all Share Units in the Participant’s AC Account that have been earned for such year, as calculated pursuant to Section 6.4, shall be transferred to that Participant’s DC Account.
|
(a)
|
Lump Sum Payment
. Except in the case of death, the value of the Participant’s DC Account shall be paid on the Payment Date. In the event of a Participant’s death, the value of the Participant’s DC Account shall be paid to the Participant’s Beneficiary as soon as possible, but no later than 60 days following the date of death.
|
(b)
|
Installment Payments Election
. If the Participant has elected to receive payment of the Participant’s DC Account balance in the form of annual installments in accordance with Section 4.4, the amount of each such payment shall be computed as provided in this Section 6.2(b). The amount of the first payment shall be a fraction of the balance in the Participant’s DC Account as of December 31 of the year preceding such payment, the numerator of which is one and the denominator of which is the total number of installments elected. The amount of each subsequent payment shall be a fraction of the balance in the Participant’s DC Account as of December 31 of the year preceding each subsequent payment, the numerator of which is one and the denominator of which is the total number of installments elected minus the number of installments previously paid.
|
6.3
|
Valuation of Account Balance
. Except in the case of a Director’s separation of service from the Company due to death or a Change in Control, the balance in the Participant’s DC Account in Share Units shall be valued in an amount equal to the number of Share Units in the Participant’s DC Account multiplied by the average of the high and low market prices at which a share of Stock shall have been sold on the Valuation Date, as reported on the New York Stock Exchange Composite Transactions listing. In the event of separation due to death or a Director or a Change in Control, the value of the balance of Share Units in the Participant’s DC Account shall be calculated in the same manner as set forth above in this Section 6.3, except that the Valuation Date for such purposes shall be the date of death of the Director or the date of the Change in Control, as the case may be.
|
6.4
|
Separation During the Year; Proration of Annual Compensation
. In the event of a Director’s separation of service from the Company during the calendar year, the quarterly Cash Payment shall be retained for any portion of a calendar quarter during which such Participant served as a Director.
|
6.5
|
Unforseeable Emergency
. A Participant shall be permitted to elect a distribution from his or her DC Account prior to the date the DC Accounts were to be distributed, subject to the following restrictions:
|
(a)
|
the election to take a distribution due to an Unforeseeable Emergency shall be made by requesting such a distribution in writing to the Committee, including the amount requested and a description of the need for the distribution;
|
(b)
|
the Committee shall make a determination, in its sole discretion, that the requested distribution is on account of an Unforseeable Emergency; and
|
(c)
|
the Unforseeable Emergency cannot be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) by liquidation of the Participant's assets, to the extent the liquidation of assets would not itself cause severe financial hardship, or (iii) by cessation of deferrals under this Plan.
|
7.1
|
Administration of the Plan
. The Committee shall oversee the administration of the Plan. The Committee has the exclusive responsibility and complete discretionary authority to control the operation and administration of the Plan, with all powers necessary to enable it to properly carry out such responsibility, including but not limited to the power to construe the terms of the Plan, to determine status, coverage and eligibility for benefits and to resolve all interpretive, equitable, and other questions, including questions of fact, that shall arise in the operation and administration of the Plan. The Plan shall be interpreted consistently with the provisions of Section 409A of the Code. All actions or determinations of the Committee shall be final, conclusive and binding on all persons.
|
7.2
|
Amendment and Termination of the Plan
. The Board may amend, modify, suspend or terminate the Plan in whole or in part, except that no amendment, modification, suspension or termination may retroactively adversely affect any Participant’s right to a benefit which has been earned under the Plan before such date.
|
7.3
|
Controlling Law
. This Plan shall be subject to the laws of the State of Georgia, and the parties agree that all disputes arising from or related to this Plan shall be litigated in the state or federal courts located in Fulton County, Georgia. The parties agree that such courts shall be the exclusive forum for such disputes and hereby submit to the jurisdiction and venue of such courts for the litigation of all such disputes. The parties hereby waive any claims of improper venue or lack of personal or subject matter jurisdiction as to any such disputes.
|
7.4
|
Limitation of Responsibility
. Neither the establishment of this Plan nor any modification thereof, nor the creation of any AC Account or DC Account, nor the payment of any benefits, shall be construed as giving to any Participant or other person any legal or equitable right against the Company, or its subsidiaries, or any officer or employee thereof; and in no event shall the terms of any Director’s Board appointment be modified or in any way affected thereby.
|
7.5
|
Unsecured General Creditor
. Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the
|
7.6
|
Taxes
. Federal, state, FICA/Medicare and all other taxes shall be solely the responsibility of the Participant. The Company will report all payments as required by the Internal Revenue Code or other tax regulations and withhold any applicable taxes where required.
|
SERVICE AGREEMENT
|
A.
|
BEVERAGE SERVICES LIMITED
a company incorporated in England and Wales with registered number 2072395, whose registered office is at 1 Queen Caroline Street, Hammersmith, London, W6 9HQ (the
"Company"
); and
|
B.
|
JAMES ROBERT QUINCEY
of Whiteacre, 9 Chargate Close, Hersham, Surrey KT12 5DW (the
"Executive"
)
|
1.
|
INTERPRETATION
|
1.1
|
In this Agreement:
|
1.1.1
|
"associate"
means a body corporate:
|
(A)
|
which for the time being is a parent undertaking of the Company or a subsidiary of the Company or of such a parent undertaking; or
|
(B)
|
in whose equity share capital for the time being an interest of 20 per cent or more is held directly or indirectly (through another body corporate or other bodies corporate or otherwise) by a parent undertaking of the Company or by a subsidiary (including the Company) of such a parent undertaking or by a combination of two or more such parent undertakings or subsidiaries;
|
1.1.2
|
"Board"
means the Board of Directors of The Coca-Cola Company from time to time and includes any person or committee duly authorised by the Board of Directors to act on its behalf for the purposes of this Agreement;
|
1.1.3
|
"Commencement Date"
shall mean 1 January 2013;
|
1.1.4
|
"Compensation Committee"
means the Compensation Committee of the Board from time to time;
|
1.1.5
|
"Confidential Information"
means all and any information, whether or not recorded and whether in hard or electronic form, of the Company or of any associate of the Company which the Executive (or, where the context so requires, another person) has obtained by virtue of his employment or engagement and which the Company or any associate of the Company regards as confidential and/or otherwise valuable to The Coca-Cola Company and/or any associate or in respect of which the Company or any associate of the Company is bound by an obligation of confidence to a third party, including:
|
(A)
|
all and any information relating to business methods, corporate plans, future business strategy, management systems, finances (including financial data and financial plans), and maturing new business opportunities;
|
(B)
|
all and any information relating to research and/or development projects and/or product plans;
|
(C)
|
all and any information concerning the curriculum vitae, remuneration details, work-related experience, attributes and other personal information concerning those employed or engaged by the Company or any associate of the Company;
|
(D)
|
all and any information relating to marketing or sales of any past present or future product or service of the Company or any associate of the Company including sales targets and statistics, market share and pricing statistics, marketing surveys and strategies, marketing research reports, sales techniques, price lists, mark-ups, discounts, rebates, tenders, advertising and promotional material, credit and payment policies and procedures, and lists and details of customers, prospective customers, suppliers and prospective suppliers including their identities, business requirements and contractual negotiations and arrangements with the Company or any associate of the Company;
|
(E)
|
all and any trade secrets, secret formulae, processes, inventions, design, patterns, compilations or programs, devices, methods, techniques, drawings or processes, know-how, technical specification and other technical information in relation to the creation, production or supply of any past, present or future product or service of the Company or any associate of the Company, including all and any information relating to the working of any product, process, invention, improvement or development carried on or used by the Company or any associate of the Company and information concerning the intellectual property portfolio and strategy of the Company or of any associate of the Company; and
|
(F)
|
any inside information (as defined in section 118C of the Financial Services and Markets Act 2000)
|
(ii)
|
is readily ascertainable to persons not connected with the Company or any associate of the Company without significant expenditure of labour, skill or money; or
|
(iii)
|
which becomes available to the public generally other than by reason of a breach by the Executive of his obligations under this Agreement;
|
1.1.6
|
"subsidiary"
means subsidiary undertaking, and
"subsidiary undertaking"
,
"parent undertaking"
and
"equity share capital"
shall have the respective meanings attributed to them by sections 1162 and 548 of the Companies Act 2006; and
|
1.1.7
|
"Termination Date"
means the date on which the employment of the Executive by the Company terminates save pursuant to an assignment by the Company pursuant to clause 24 in which case it shall mean the date on which his employment with such assignee shall terminate;
|
1.2
|
In this Agreement, unless otherwise stated, a reference to the employment of the Executive is to his employment by the Company under this Agreement and shall include any period of garden leave pursuant to clause 18 or suspension pursuant to sub‑clause 17.3.
|
1.3
|
In this Agreement, unless the context otherwise requires:
|
1.3.1
|
any reference to this Agreement includes the Schedules to it each of which forms part of this Agreement for all purposes;
|
1.3.2
|
references to "includes" or "including" shall mean "includes without limitation" or "including without limitation";
|
1.3.3
|
words in the singular shall include the plural and vice versa, and a reference to any gender includes a reference to all genders or, where appropriate, is to be read as a reference to the opposite gender;
|
1.3.4
|
a reference to a person shall include a reference to a firm, a body corporate, an unincorporated association or a partnership;
|
1.3.5
|
a reference to a statute or statutory provision shall include a reference to any subordinate legislation made under the relevant statute or statutory provision and, except where expressly stated otherwise, is a reference to that statute, provision or subordinate legislation as from time to time amended, consolidated, modified, re‑enacted or replaced.
|
2.
|
APPOINTMENT AND TERM
|
2.1
|
The Executive shall, with effect on and from the Commencement Date, be employed by the Company in the role of President, Europe Group or in such other executive capacity of similar status suitable to the skills of the Executive as the Board may from time to time reasonably require. The Grade for this position is 21. The Executive shall report to the President, Coca-Cola International or such other person or body as the Board may from time to time determine. From the date of this Agreement until the Commencement Date, the Executive shall continue to discharge his duties in his current role as Group Business Unit President, North West Europe and Nordics.
|
2.2
|
The Executive's employment shall continue, subject to the terms of this Agreement, until determined by either party giving to the other not less than 3 months' written notice to expire at any time.
|
3.
|
DUTIES AND POWERS
|
3.1
|
The Executive shall comply with his fiduciary and legal duties during the continuance of his employment and, in particular, shall:
|
3.1.1
|
faithfully and diligently perform:
|
(A)
|
the usual duties associated with his role; and
|
(B)
|
such other duties as may from time to time be assigned to him by the Board, whether those duties relate to the business or interests of the Company or to the business or interests of any associate of the Company (and such duties may include holding any office and/or other appointment in or on behalf of any associate of the Company or any other company for as long as the Company requires);
|
3.1.2
|
familiarise himself with and in all respects comply with:
|
(A)
|
all and any lawful and reasonable directions given by or under the authority of the Board; and
|
(B)
|
all relevant policies, rules and regulations of the Company and associates of the Company from time to time in force (including The Coca-Cola Company Code of Business Conduct); and
|
(C)
|
all laws, codes of conduct, rules and regulations relevant to the Company or to any associate of the Company;
|
3.1.3
|
use his best endeavours to promote the success of the Company and, save where there is any conflict with the success of the Company, the success of all associates of the Company;
|
3.1.4
|
keep the Board promptly and fully informed (in writing if so requested by the Board) of his conduct of the business, finances or affairs of the Company and of any associate of the Company and provide such explanations as the Board may require;
|
3.1.5
|
promptly disclose to the Board full details of any knowledge or suspicion he has that any employee or officer (including the Executive himself) of the Company or any associate of the Company has or plans to commit any serious wrongdoing or serious breach of duty or other act which might materially damage the interests of the Company or its associates or plans to leave their employment and/or to join or establish a business in competition with the Company or any of its associates (including details of any steps taken to implement any such plan); and
|
3.1.6
|
save where on authorised leave (for holiday or sickness or injury or other reason) and save as modified by the provisions of this Agreement where the Executive is placed on garden leave or suspended, devote the whole of his time, attention and ability during his agreed hours of work to the performance of his duties under this Agreement.
|
3.2
|
The nature of the Executive's job is such that his working time is not measured or predetermined. The agreed hours of work of the Executive shall be normal business hours and such other hours as may be required for the proper performance of his duties under this Agreement.
|
3.3
|
The Executive shall perform his duties principally at the head office of the Company or at such place or places in the United Kingdom or elsewhere in the EU as the Board may from time to time determine. If business demands, the Executive may be required to transfer to another place of work in the EU whether on a temporary or permanent basis. Extensive global travel will be required as part of the Executive's role.
|
4.
|
SALARY
|
4.1
|
During the continuance of his employment the Executive shall be entitled to a salary at the rate of GBP £300,521 per annum (or such higher rate as the Compensation Committee may from time to time determine and confirm in writing to the Executive). The Compensation Committee shall review the Executive's salary at least once in each twelve months save after notice of termination of this Agreement has been served by either party, but shall not be obliged to make any increase in the salary. Salary reviews normally take place around 1 April each year. The Executive's first salary review will occur in February 2013, with any changes to take effect from 1 April 2013.
|
4.2
|
The Executive's salary shall accrue from day to day and be payable by equal monthly instalments in arrears on or about 26
th
of each month and shall be inclusive of any other sums receivable as directors' fees or other remuneration to which he may be or become entitled as the holder of offices or appointments in or on behalf of the Company or of any of its associates.
|
4.3
|
In addition to his salary, the Executive shall be eligible to participate in the annual Performance Incentive Plan and The Coca-Cola Company's Long-Term Incentive Program, subject to and in accordance with the rules of such arrangements from time to time, details of which are available on application to the HR Department, on such terms and at such level as the Compensation Committee may from time to time determine. In relation to both of these schemes:
|
4.3.1
|
The operation of these schemes is discretionary and the form, timing, frequency and size of any awards under these schemes and the distribution between stock options and Performance Share Units under the Long-Term Incentive Program are variable.
|
4.3.2
|
The Compensation Committee reserves the right at any time before or during the relevant incentive year to amend the terms of or terminate these schemes and/or to alter the level of the Executive's participation therein without reference to or agreement from the Executive. The Executive acknowledges that during the course of his employment and on its termination he has no right to receive an annual Performance Incentive and/or a Long-Term Incentive award and that the Compensation Committee is under no obligation to operate any such arrangements and that he will not acquire such a right, nor shall the Compensation Committee come under such an obligation, merely by virtue of the Executive's having received one or more payment(s) or award(s) or the Compensation Committee's having operated one or more scheme(s) during the course of the Executive's employment.
|
4.3.3
|
Any alleged loss of any anticipated benefit under one or more of these scheme(s) shall be disregarded for the purpose of calculating any claim by the Executive arising out of or in connection with the termination of his employment.
|
4.4
|
The Executive shall be eligible to participate in the Employee Share Plan, subject to and in accordance with the rules of those schemes from time to time.
|
5.
|
PENSION, INSURANCE AND OTHER BENEFITS
|
5.1
|
The Executive shall be eligible during the continuance of his employment to remain a member of the Company's UK Stakeholder Pension Plan, particulars of which have already been given to him. Membership of the pension scheme will entitle the Executive to benefits subject to the rules of the Scheme as varied from time to time, and in particular (without limitation) subject to the powers of amendment and/or discontinuance contained in those rules.
|
5.2
|
No contracting out certificate is in force in respect of the employment of the Executive.
|
5.3
|
The Executive may become and during the continuance of his employment remain a member of such private medical insurance scheme as the Company may from time to time in its absolute discretion operate, membership being subject to the rules of the Company's scheme (as varied from time to time), details of which are available from the HR Department.
|
5.4
|
The Executive may become and during the continuance of his employment remain a member of such Life Assurance scheme as the Company may from time to time in its absolute discretion operate, membership being subject to the rules of the Company's scheme (as varied from time to time) details of which are available from the HR Department. Nothing in this Agreement shall prevent the Company from terminating the Executive's employment for any reason whatsoever even where the effect of termination is to prejudice, prevent or terminate an actual or prospective claim under the scheme.
|
5.5
|
In the event that the Executive claims under any insurance scheme referred to in sub-clauses 5.3 or 5.4 and such claim is rejected by the insurer, the Company shall not be obliged to issue proceedings in relation to such claim but in the event that it does so on the Executive's request the Executive shall indemnify the Company against all costs, expenses and other liabilities arising out of such proceedings.
|
5.6
|
The Executive shall be eligible to participate in the Company's Financial Planning and Counselling program from time to time, which provides reimbursement of designated financial planning and counselling services up to a maximum of $10,000 per annum, subject to lawfully required deductions.
|
5.7
|
The Executive shall be eligible for reimbursement of the cost of membership of a club such as a health, racquet, golf or social club membership for himself and his immediate family. The
|
5.8
|
As part of the senior management team of the Company, the Executive shall be required to maintain share ownership pursuant to the Company's share ownership guidelines at a level equal to four times his base salary. The Executive shall have until 31 December 2016 to increase his current ownership level to meet the required share ownership level.
|
6.
|
CAR
|
6.1
|
During the continuance of the Executive's employment the Company shall provide the Executive with a non-pensionable, taxable car allowance of £15,000 per annum paid in twelve equal instalments at the same time and in the same manner as the instalment of the Executive's salary. The Executive is required to provide his own car for use on Company business and to ensure that it is of a suitable type and age and is appropriately maintained, taxed, repaired, cleaned and insured for use on Company business. Apart from the payment of the car allowance, the Company shall have no liability in respect of the car used by the Executive.
|
6.2
|
During the continuance of the Executive's employment the Company shall provide the Executive with a car parking facility. Should he elect not to take advantage of this facility, the Executive shall be entitled to receive a non-pensionable taxable green allowance of £3,000 per annum.
|
7.
|
CHANGE IN BENEFITS
|
8.
|
EXPENSES, GRATUITIES AND DEDUCTIONS
|
8.1
|
The Company shall reimburse the Executive all expenses properly incurred by him in the performance of his duties under this Agreement, provided that the Executive claims these in accordance with the Company's expenses reporting procedure in force from time to time. The Executive shall, provide the Company with receipts or other evidence of the payment of such expenses in accordance with the Company's expense reporting procedure in force from time to time.
|
8.2
|
The Executive shall not during the continuance of his employment seek or (unless fully disclosed to and approved in advance by the Compensation Committee) accept from any actual or prospective customer, contractor or supplier of the Company or of any associate of the Company any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the performance of his duties to the Company and of a kind and value not lavish, extravagant or inappropriate.
|
8.3
|
The Executive hereby agrees that at any time during the continuance of his employment under this Agreement and on termination of his employment the Company shall be entitled to deduct from any sums due to the Executive (including salary, pay in lieu of notice, bonus, holiday pay or sick pay) any outstanding monies then owed by the Executive to the Company, including all outstanding loans or advances of salary made by the Company to the Executive (and any interest), any expense floats, any pay received for holiday taken in excess of the Executive's accrued holiday entitlement under clause 9 and any sums paid on behalf of the Executive by the Company which have not been incurred by the Executive in the proper performance of his duties.
|
9.
|
HOLIDAYS
|
9.1
|
In addition to English public holidays and a discretionary additional President's Day, the Executive shall be entitled to 30 days' holiday in each holiday year of the Company running from 1 January to 31 December, to be taken at such times as may be approved by his line manager (and Regulations 15(1) to 15(4) of the Working Time Regulations 1998 concerning the arrangements for taking holiday are hereby excluded). Holidays may not be carried forward from one year to the next without the express permission of his line manager.
|
9.2
|
Upon termination of this Agreement for whatever reason the Executive shall be entitled to payment in lieu of such of his holiday entitlement as has accrued (on a pro rata basis) in the holiday year in which the Termination Date falls but has not been taken or, if appropriate, the Executive shall repay to the Company any salary received in respect of holiday taken prior to the Termination Date in excess of his accrued entitlement. In either case the payment shall be calculated by multiplying the unused or excess entitlement (as the case may be) taken to the nearest whole day by 1/260 of the Executive's salary at that time.
|
10.
|
SICKNESS AND INJURY
|
10.1
|
If the Executive is absent from work as a result of sickness or injury he must comply with the Company's Sickness and Absence policy which can be obtained from the HR Department. Details of the Executive's eligibility to receive sick pay in respect of any period of absence are contained in the Sickness and Absence policy from time to time.
|
10.2
|
The Executive agrees that he shall at the expense of the Company and if reasonably directed to do so by the Board at any time undergo a medical examination by a medical practitioner nominated by the Company and shall authorise (and does hereby authorise) such medical practitioner to disclose to the Company and provide (for the Company to retain) a copy of any medical report, diagnosis or prognosis made or produced in relation to any such medical examination. The Executive further agrees that he shall authorise the medical practitioner and the Company to discuss together any matters arising from such medical report, diagnosis or prognosis to the extent relevant to the Executive's employment or his performance of his duties.
|
11.
|
INTERESTS IN OTHER BUSINESSES
|
11.1
|
Save with the prior written consent of his line manager, the Executive shall not during the continuance of his employment be engaged or interested (except as the holder for investment of up to 3% of any class of securities which are quoted or dealt in on a recognised investment exchange and which are not the securities of any company which competes or proposes to compete with the business of the Company or any of its associates) nor make preparations to be engaged or interested either directly or indirectly in any business or occupation other than the business of the Company and its associates.
|
12.
|
SHARE DEALINGS
|
12.1
|
The Executive shall at all times comply with every rule of law and every regulation of any applicable recognised investment exchange or regulatory authority in relation to any dealings in any shares or their securities in any company and in relation to inside information, including the UK legislation in relation to market abuse and the criminal offence of insider dealing.
|
13.
|
INTELLECTUAL PROPERTY
|
13.1
|
If during his employment under this Agreement the Executive in the course of his normal duties or other duties specifically assigned to him (whether or not during normal working hours) either alone or in conjunction with any other person:
|
13.1.1
|
makes, discovers or produces any invention, process, improvement or development (
"Inventions"
); and/or
|
13.1.2
|
originates any design, trade mark, logo, know how, database (in each case whether registerable or not) or other work (
"Works"
)
|
13.2
|
The Executive hereby assigns wholly and absolutely with full title guarantee including the right to sue for damages for past infringements to the Company, by way of future assignment, the copyright and future copyright, for the full term thereof throughout the world including any extensions or renewals arising in respect of all Works originated, conceived or created by the Executive in the course of his normal duties or other duties specifically assigned to him (whether or not during normal working hours) either alone or in conjunction with any other person; and the Executive waives his moral rights, if any, arising in respect of such Works.
|
13.3
|
Any Inventions made discovered or produced by the Executive in the course of his normal duties or other duties specifically assigned to him (whether or not during normal working hours) either alone or in conjunction with any other person shall be the absolute property of the Company (except to the extent, if any, provided otherwise by section 39 of the Patents Act 1977) and the Executive shall, without additional payment, if and when required by the Company (whether during the continuance of his employment or afterwards) and at its expense, apply, or join with the Company in applying, for letters patent at the Company's expense, or other protection in any part of the world for any invention process or development.
|
13.4
|
The Executive agrees and undertakes that he shall execute such deeds or documents and do all such acts and things as may be necessary or desirable to substantiate and maintain the rights of the Company in respect of the matters referred to in sub‑clauses 13.1 to 13.3 (inclusive).
|
14.
|
CONFIDENTIALITY
|
14.1
|
Save in the proper performance of his duties under this Agreement or if authorised to do so by the Board or ordered to do so by a court of competent jurisdiction or required to do so by any statutory or regulatory authority, the Executive shall not during his employment or afterwards directly or indirectly:
|
14.1.1
|
use for his own benefit or the benefit of any other person or to the detriment of the Company or any of its associates;
|
14.1.2
|
disclose to any person; or
|
14.1.3
|
through any failure to exercise all due care and diligence cause or permit any unauthorised disclosure of any Confidential Information.
|
14.2
|
The Executive shall use his best endeavours during the continuance of his employment to prevent the publication, disclosure or misuse of any Confidential Information and shall not remove, nor authorise others to remove, from the premises of the Company or of any of its associates any records of Confidential Information except to the extent strictly necessary for the proper performance of his or the other person's duties to the Company or any of its associates.
|
14.3
|
The Executive shall promptly disclose to the Company full details of any knowledge or suspicion he has (whether during or after his employment) of any actual, threatened or pending publication, disclosure or misuse by any person (including the Executive himself) of any Confidential Information and shall provide all reasonable assistance and co-operation (at the Company’s expense) as the Company may request in connection with any action or proceedings it may take or contemplate in respect of any such publication, disclosure or misuse.
|
14.4
|
This clause 14 is without prejudice to the Executive's equitable duty of confidence.
|
14.5
|
Nothing in this Agreement shall preclude the Executive from making a protected disclosure in accordance with the provisions set out in the Employment Rights Act 1996.
|
15.1
|
The Executive's acknowledges that:
|
15.1.1
|
the services provided by him for the Company and/or any associate of the Company are of a special, unique, extraordinary and intellectual character and are performed on behalf of the Company and/or its associates throughout the world;
|
15.1.2
|
rendering those services necessarily requires the disclosure of Confidential Information to the Executive and will lead to the Executive developing a personal acquaintance and relationship with certain customers and prospective customers of the Company and/or its associates and a knowledge of those customers and prospective affairs and requirements;
|
15.1.3
|
such customers are located throughout the world
|
16.
|
JOINT APPOINTMENT
|
16.1
|
The Company shall be entitled from time to time during the Executive's employment (including during the whole or part of any period of notice to terminate the Executive's employment served by either party or any period of absence from work) to appoint another person or persons to hold the same or similar job title and to act jointly with the Executive in the performance of his duties or (if the Executive is absent from work) carry out all or any of the Executive's duties instead of him.
|
17.
|
TERMINATION
|
17.1
|
Either party shall be entitled to terminate the employment of the Executive by giving notice to the other in accordance with sub-clause 2.2.
|
17.2
|
Notwithstanding sub-clause 2.2 and without prejudice to its rights under the other provisions of this clause 17, the Company shall be entitled to terminate the employment of the Executive with immediate effect by giving summary notice (notwithstanding that the Company may have allowed any time to elapse or on a former occasion may not have exercised its rights under this sub-clause) if the Executive commits a repudiatory breach of this Agreement or if the Company reasonably considers that any of the events set out below occur or have occurred (whether or not such event would otherwise be a repudiatory breach):
|
17.2.1
|
the Executive commits a serious or persistent breach of any term of this Agreement (including if the Executive neglects, fails or refuses to carry out any of the duties properly assigned to him under this Agreement);
|
17.2.2
|
the Executive is guilty of conduct (whether or not related to his employment or office) likely in the opinion of the Board to bring himself or the Company or any associate of the Company into disrepute;
|
17.2.3
|
the Executive commits any serious or persistent breach of The Coca-Cola Code of Business Conduct and/or the Competition Law Guide and/or the Company's equal opportunities and/or health and safety or similar policy in force from time to time.
|
17.3
|
In order to investigate a complaint against the Executive of misconduct and to allow the Company to carry out whatever investigations it deems appropriate, the Company may suspend the Executive on full pay and other contractual benefits and may, for the duration of the suspension, exercise the rights set out in sub-clauses 17.5.2, 17.5.3 and 18.1.3 - 18.1.5, as if the Executive was on garden leave.
|
17.4
|
During any period of suspension pursuant to sub‑clause 17.3, the Executive shall (for the avoidance of doubt) continue to be bound by the duties of fidelity and good faith, shall hold himself available during normal business hours (other than agreed holidays or authorised absence for sickness or injury or other authorised leave) to perform any duties that may be assigned to him (if any), and shall continue to comply with the terms of this Agreement including clauses 11 to 14 (inclusive).
|
17.5
|
On the Termination Date (for whatever reason and howsoever caused), or at the Company's request following the Executive having been placed on garden leave pursuant to sub-clause 18.1, the Executive shall promptly:
|
17.5.1
|
resign (if he has not already done so) from any and all offices and/or appointments held by him in or on behalf of the Company or any of its associates;
|
17.5.2
|
deliver up to the Company (to whomever the Board specifies), without destruction, deletion or redaction of any data or images, any and all originals, copies or extracts of:
|
(A)
|
correspondence, documents (including lists of customers), laptops, computer drives, computer disks, other computer equipment (including leads and cables), tapes, mobile telephones, BlackBerry wireless devices (or similar equipment), credit cards, security passes, keys, car provided by the Company (which is to be returned in good condition allowing for fair wear and tear) and other tangible items, which are in his possession or under his control and which belong to or are leased or hired by the Company or any of its associates; and
|
(B)
|
correspondence and documents (including lists of customers) in his possession or under his control which contain or refer to any Confidential Information; and
|
(C)
|
minutes of meetings and other papers of any board of directors of the Company and/or any associate of the Company and/or any committees of such boards which are in his possession or under his control and provide to the Company full details of all then current passwords or other privacy or security measures used by the Executive in respect of any equipment required to be delivered up to the Company pursuant to sub-clause 17.5.2(A); and
|
17.5.3
|
having forwarded a copy to the Company, irretrievably delete any and all Confidential Information from any laptops, computer drives, computer disks, tapes, mobile telephones, BlackBerry wireless devices (or similar equipment) or other re-usable material in the Executive's possession or under his control (but which do not belong to the Company or any of its associates).
|
17.6
|
Any obligations of the Executive under this Agreement which are expressed to continue after the Termination Date shall continue in full force and effect notwithstanding the termination of his employment.
|
17.7
|
For the purposes of this sub-clause, the
"Period"
shall mean:
|
17.7.1
|
the unexpired portion of any prior notice of termination of the Executive's employment which has already been given by the Executive or the Company (as at the date of service of notice pursuant to this sub-clause); or
|
17.7.2
|
where no such prior notice has been given, the minimum period of notice of termination specified as to be given by the Company in sub‑clause 2.2.
|
17.8
|
Notwithstanding sub-clause 17.7, the Executive shall not be entitled to any payment pursuant to sub-clause 17.7 if the Company would otherwise have been entitled to terminate the employment of the Executive without notice in accordance with sub-clause 17.2. In the event that the Board reasonably considers that any of the events set out in sub-clause 17.2 has occurred (whether or not such event would otherwise be a repudiatory breach), the Executive shall repay to the Company forthwith on demand by the Company an amount equal to all payments made to the Executive pursuant to sub-clause 17.7.
|
18.
|
GARDEN LEAVE
|
18.1
|
Notwithstanding the provisions of clause 3, at any time after notice has been served by either party pursuant to sub-clause 2.2 or if the Executive resigns without giving due notice and the Company does not accept his resignation, the Company may in its discretion place the Executive on garden leave on full salary and other contractual benefits. During any such garden leave period the Company shall not be obliged to provide any work for the Executive or to assign to or vest in the Executive any powers, duties or functions and may for all or part of such garden leave period:
|
18.1.1
|
exercise its rights under clause 16 and/or sub-clause 17.5 and require the Executive to take any and all accrued holiday at times agreed with the Company; and/or
|
18.1.2
|
announce externally and/or internally that the Executive has given or been given notice of termination of his employment and/or office(s) and been placed on garden leave and (where applicable) that a substitute has been appointed; and/or
|
18.1.3
|
exclude the Executive from all or any premises of the Company or of any associate of the Company and require the Executive to abstain from engaging in any contact (whether or not initiated by him) which concerns any of the business affairs of the Company or any associate of the Company with any customer, client, supplier, other business connection, employee, director, officer, consultant and/or agent of the Company and/or any associate of the Company without the prior written consent of the Board; and/or
|
18.1.4
|
require the Executive to undertake at his home or at such place reasonably nominated by the Company such reasonable duties (which may differ from the Executive's normal duties) as the Company may at its discretion assign and to provide any reasonable assistance requested by the Company; and/or
|
18.1.5
|
suspend and/or limit the Executive’s access to the Company’s computer, e-mail, telephone, voicemail and/or other communication systems and/or databases.
|
18.2
|
During any garden leave period pursuant to sub-clause 18.1, the Executive shall:
|
18.2.1
|
(for the avoidance of doubt) continue to be bound by the duties of fidelity and good faith;
|
18.2.2
|
hold himself available during normal business hours (other than agreed holidays or authorised absence for sickness or injury or other authorised leave) to perform such duties as may be assigned to him, if any, and in the event that he fails to make himself available for duties assigned to him, he shall (notwithstanding any other provision of this Agreement) forfeit his right to salary and contractual benefits in respect of such period of non-availability; and
|
18.2.3
|
continue to comply with the terms of this Agreement including clauses 11 to 14 (inclusive).
|
19.
|
DISCIPLINE AND GRIEVANCES
|
19.1
|
A copy of the Company's disciplinary rules and disciplinary and dismissal and grievance procedures for the time being in force can be obtained from the HR Department. These rules and procedures are not contractually binding on the Company.
|
20.
|
ADDITIONAL PARTICULARS
|
20.1
|
The following additional particulars are given for the purposes of the Employment Rights Act 1996:
|
20.1.1
|
the Executive's period of continuous employment with the Company began on 30 September 1996;
|
20.1.2
|
except as otherwise provided by this Agreement, there are no terms or conditions of employment relating to hours of work or to normal working hours or to entitlement to holidays (including public holidays) or holiday pay or to incapacity for work due to sickness or injury or to pensions or pension schemes or requiring the Executive to work outside the United Kingdom for a period of more than one month;
|
20.1.3
|
there are no collective agreements which directly affect the terms or conditions of the Executive's employment.
|
21.
|
ENTIRE AGREEMENT AND SEVERABILITY
|
21.1
|
Each of the Executive and the Company confirms that this Agreement together with the policies, codes and procedures applicable in respect of the Executive's employment, represents the entire
|
21.2
|
In the event that any part (including any sub‑clause or part thereof) of this Agreement shall be void or unenforceable by reason of any applicable law, it shall be deleted and the remaining parts of this Agreement shall continue in full force and effect and, if necessary, both parties shall use their best endeavours to agree any amendments to the Agreement necessary to give effect to the spirit of this Agreement.
|
22.
|
VARIATION AND WAIVER
|
22.1
|
No variation of this Agreement shall be effective unless it is evidenced in writing (excluding e-mail) by the Company. No waiver by the Company or any of its associates of any term, provision or condition of this Agreement or of any breach by the Executive of any term, provision or condition of this Agreement shall be effective unless it is in writing (excluding e-mail) and signed by the Company.
|
22.2
|
No failure to exercise nor any delay in exercising any right or remedy hereunder by the Company or any of its associates shall operate as a waiver thereof or of any other right or remedy hereunder, nor shall any single or partial exercise of any right or remedy by the Company or any of its associates prevent any further or other exercise thereof or the exercise of any other right or remedy.
|
23.
|
THIRD PARTY RIGHTS
|
24.
|
ASSIGNMENT
|
24.1
|
In addition to the Company's rights pursuant to sub‑clause 1.13 of Schedule 1, the Executive hereby agrees irrevocably that the Company may forthwith on written notice to the Executive assign its rights and transfer (whether by novation or otherwise) or delegate its obligations under this Agreement to any associate of the Company from time to time, and that the Executive shall execute all documents and do all things necessary to effect such assignment or transfer, and any reference to the Company in this Agreement shall thereafter be a reference to any such company. The Executive shall not assign or otherwise seek to transfer or delegate his rights and/or obligations under this Agreement to any other person.
|
25.
|
DATA PROTECTION
|
25.1
|
From time to time the Company will process personal data and sensitive personal data (as each term is defined in the Data Protection Act 1998) relating to the Executive in order to fulfil the obligations of the Company to the Executive under this Agreement and for other purposes relating to or which may become related to the Executive's employment or the business of the Company. Such processing will principally be for, but will not be limited to, personnel, administrative, financial, regulatory or payroll purposes (including for the purposes of arranging share option or other incentive scheme participation, pension arrangements, life assurance, and any other insurance arrangements provided to the Executive by the Company or by any associate of the Company).
|
25.2
|
The Executive agrees that personal data and sensitive personal data relating to him may, for the purposes set out in sub-clause 25.1 and to the extent that is reasonably necessary in connection
|
25.2.1
|
the Company's professional advisors, HM Revenue & Customs or other authorities, or (subject to appropriate confidentiality undertakings) prospective purchasers of the Company or of the whole or part of its business; and
|
25.2.2
|
entities which provide benefits or services to employees of the Company or the Company; and
|
25.2.3
|
any associate of the Company and the employees of such associate.
|
25.3
|
The Executive's consent to the transfer and disclosure of personal data and sensitive personal data shall apply regardless of the country to which the data is to be transferred. Where data is transferred outside of the European Economic Area, the Company shall take reasonable steps to ensure an adequate level of protection for the personal data and sensitive personal data concerned.
|
26.
|
TELEPHONE AND COMPUTER/E‑MAIL AND INTERNET USE
|
26.1
|
The Executive shall comply with the Company's policies for the time being in force concerning use of the Company's telephone and computer (including e‑mail and Internet) facilities. The Company reserves the right to carry out ad hoc or routine monitoring of, and to keep records of, telephone and e‑mail communications made, Internet sites accessed and data and images stored using the Company's facilities (including use for personal reasons) for any of the purposes set out in the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000.
|
27.
|
GOVERNING LAW
|
27.1
|
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
|
27.2
|
Each party irrevocably agrees that the Courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims).
|
28.
|
COUNTERPARTS
|
1.1
|
For the purpose of protecting the interests of the Company, the Executive shall be bound by the obligations and restrictions contained in this Schedule 1.
|
1.2
|
In this clause:
|
1.2.1
|
"Competing Business"
shall mean any business carried on within England and/or Wales and/or Scotland and/or Northern Ireland and/or Eire and/or any other country within Europe in which the Company or any of its subsidiaries or associates as at the Termination Date carries on or proposes to carry on (in the immediate or foreseeable future) any business, which wholly or partly competes or proposes to compete with any business which at the Termination Date the Company or any of its subsidiaries or associates carries on, save for any such business in any such country in which the Executive was not involved to any material extent at any time during the 12 months up to and including the Termination Date;
|
1.2.2
|
"Prospective Business"
shall mean any business carried on within England and/or Wales and/or Scotland and/or Northern Ireland and/or Eire and/or any other country within Europe in which the Company or any of its subsidiaries or associates as at the Termination Date carries on or proposes to carry on (in the immediate or foreseeable future) any business, which wholly or partly competes or proposes to compete with any business which at the Termination Date the Company or any of its subsidiaries or associates proposes to carry on in the immediate or foreseeable future, save for any such business in any such country in relation to which the Executive did not possess a material amount of Confidential Information as at the Termination Date;
|
1.2.3
|
"Restricted Goods or Services"
shall mean goods or services of the same type as or similar to or competitive with any goods or services supplied by the Company or any of its subsidiaries or associates at the Termination Date, in the sale or supply of which the Executive shall have been involved to any material extent at any time during the 12 months up to and including the Termination Date;
|
1.2.4
|
references to acting directly or indirectly shall include (without prejudice to the generality of that expression) acting alone or on behalf of any other person or jointly with or through or by means of any other person.
|
1.3
|
Until the expiration of 12 months from the Termination Date the Executive shall not directly or indirectly:
|
1.3.1
|
carry on or be interested in a Competing Business SAVE that he may hold for investment:
|
(A)
|
up to 3% of any class of securities quoted or dealt in on a recognised investment exchange; and
|
(B)
|
up to 10% of any class of securities not so quoted or dealt;
|
1.3.2
|
act as a consultant or employee or worker or officer in any executive, sales, marketing, research or technical capacity in a Competing Business or provide technical, commercial or professional advice to a Competing Business, SAVE to the extent that the Executive demonstrates to the reasonable satisfaction of the Board that his duties or work shall relate exclusively to work of a kind or nature with which he was not
|
1.3.3
|
act as a consultant or employee or worker or officer in any executive, sales, marketing, research or technical capacity in a Prospective Business or provide technical, commercial or professional advice to a Prospective Business, SAVE to the extent that the Executive demonstrates to the reasonable satisfaction of the Board that his duties or work are not likely to involve disclosure or use of any of the Confidential Information possessed by the Executive.
|
1.4
|
Until the expiration of 12 months from the Termination Date the Executive shall not directly or indirectly accept orders for or supply or cause orders to be accepted for or cause to be supplied Restricted Goods or Services to any person:
|
1.4.1
|
who was provided with goods or services by the Company or any of its subsidiaries or associates at any time during the 12 months up to and including the Termination Date and with whom the Executive dealt in connection with the provision of such goods or services at any time during the said 12 month period or in relation to whose dealings with the Company or any of its subsidiaries or associates the Executive possessed a material amount of Confidential Information as at the Termination Date; or
|
1.4.2
|
who was negotiating with the Company or any of its subsidiaries or associates in relation to orders for or the supply of goods or services at any time during the 12 months up to and including the Termination Date and with whom the Executive dealt at any time during the 12 months up to and including the Termination Date or in relation to whose dealings with the Company or any of its subsidiaries or associates the Executive possessed a material amount of Confidential Information as at the Termination Date.
|
1.5
|
Until the expiration of 12 months from the Termination Date the Executive shall not directly or indirectly solicit, canvass or approach or endeavour to solicit, canvass or approach or cause to be solicited, canvassed or approached any person:
|
1.5.1
|
who was provided with goods or services by the Company or any of its subsidiaries or associates at any time during the 12 months up to and including the Termination Date and with whom the Executive dealt in connection with the provision of such goods or services at any time during the said 12 month period or in relation to whose dealings with the Company or any of its subsidiaries or associates the Executive possessed a material amount of Confidential Information as at the Termination Date; or
|
1.5.2
|
who was negotiating with the Company or any of its subsidiaries or associates in relation to orders for or the supply of goods or services at any time during the 12 months up to and including the Termination Date and with whom the Executive dealt at any time during the 12 months up to and including the Termination Date or in relation to whose dealings with the Company or any of its subsidiaries or associates the Executive possessed a material amount of Confidential Information as at the Termination Date;
|
1.6
|
Until the expiration of 12 months from the Termination Date the Executive shall not directly or indirectly:
|
1.6.1
|
solicit or entice away or endeavour to solicit or entice away or cause to be solicited or enticed away from the Company or any of its subsidiaries or associates any person who is, and was at the Termination Date, employed or directly or indirectly engaged by the Company or any of its subsidiaries or associates in an executive, sales, marketing,
|
1.6.2
|
solicit or endeavour to solicit or cause to be solicited any person who was at any time during the 12 months up to and including the Termination Date employed or directly or indirectly engaged by the Company or any of its subsidiaries or associates who, by reason of their employment or engagement, possesses a material amount of Confidential Information or is likely to be able to solicit away from the Company or any of its subsidiaries or associates the custom of any person to whom the Company or any of its subsidiaries or associates supplies goods or services, and with whom the Executive worked at any time during the 12 months up to and including the Termination Date or in relation to whom as at the Termination Date the Executive possessed a material amount of Confidential Information, with a view to inducing that person to act in the same or a materially similar capacity in relation to the same or a materially similar field of work for another person carrying on business in competition with the Company or any of its subsidiaries or associates (whether or not such person would commit a breach of his contract of employment or engagement by reason of so acting).
|
1.7
|
Until the expiration of 12 months from the Termination Date the Executive shall not directly or indirectly:
|
1.7.1
|
solicit, canvass or approach or endeavour to solicit, canvass or approach or cause to be solicited, canvassed or approached for the purpose of:
|
(A)
|
obtaining the supply of goods or services of the same type as or similar to any goods or services supplied to the Company or any of its subsidiaries or associates at the Termination Date or
|
(B)
|
interfering with or endeavouring to terminate or reduce the levels of such supplies to the Company or any of its subsidiaries or associates,
|
1.7.2
|
knowingly interfere with any arrangements between the Company or any of its subsidiaries or associates and any third party or parties whereby the Company or the relevant subsidiary or associate holds a licence or permission to carry on its business and/or benefits from discounts or other beneficial trading terms extended to it by a supplier of goods or services by virtue of such arrangements; and/or
|
1.7.3
|
knowingly or recklessly do anything which is or is calculated to be prejudicial to the interests of the Company or any of its subsidiaries or associates or the business of the Company or any of its subsidiaries or associates or which results or may result in the
|
1.8
|
In the event that the Executive is placed on garden leave pursuant to sub‑clause 18.1, the period of any such garden leave shall be deducted from the period of the restrictions contained in sub‑clauses 1.3, 1.4, 1.5, 1.6 and 1.7.
|
1.9
|
Each of the restrictions in sub‑clauses 1.3.1, 1.3.2, 1.3.3, 1.4.1, 1.4.2, 1.5.1, 1.5.2, 1.6.1, 1.6.2, 1.7.1, 1.7.2 and 1.7.3 hereof is separate and severable and in the event of any such restriction (including the defined expressions in sub‑clauses 1.2.1, 1.2.4, 1.3.1, 1.3.2, 1.3.3) or sub‑clause 1.8 being determined as being unenforceable in whole or in part for any reason such unenforceability shall not affect the enforceability of the remaining restrictions or, in the case of part of a restriction being unenforceable, the remainder of that restriction. The restrictions in sub‑clauses 1.3.1, 1.3.2 and 1.3.3 shall be deemed to be separate and severable in relation to each of the countries set out in sub‑clauses 1.2.1 and 1.2.2.
|
1.10
|
After the Termination Date (for whatever reason and howsoever caused) or, if later, the date of his ceasing to be a director of the Company and/or and subsidiary or associate of the Company, the Executive shall not represent himself or permit himself to be held out as being in any way connected with or interested in the business of the Company or of any of its subsidiaries or associates and shall not use in connection with any business the name of the Company or any of its subsidiaries or associates or any name capable of confusion therewith.
|
1.11
|
Save for a protected disclosure made in accordance with the provisions set out in the Employment Rights Act 1996 and save as required by law or the regulations of any statutory or regulatory authority, the Executive shall not during his employment or after the Termination Date make, publish or cause to be made or published any statement or remark which is likely or intended to harm the business or reputation of the Company or any of its subsidiaries or associates or any current or former officer, employee, consultant or agent of any such company.
|
1.12
|
The restrictions entered into by the Executive in sub‑clauses 14, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8, 1.9, 1.10 and 1.11 are given to the Company to hold as trustee for itself and for each and any of its subsidiaries and associates and the Executive agrees that he shall at the request and cost of the Company enter into a further agreement with any such company whereby he shall accept restrictions corresponding to the restrictions in this Agreement (or such of them as that company in its discretion shall deem appropriate). The Company declares that insofar as these restrictions relate to such subsidiary or associate of the Company it holds the benefit of them as trustee for such subsidiary or associate as the case may be. As regards any powers, authorities and discretions vested in the Company as trustee hereunder or by operation of law, the Company shall have absolute and uncontrolled discretion as to the exercise or non-exercise thereof and shall not (save in the case of its gross negligence or wilful misconduct) be responsible for any loss, costs, damages or expenses that may result from the exercise or non-exercise thereof.
|
1.13
|
Following the Termination Date, the Company reserves the right forthwith on written notice to the Executive to assign its rights under clauses 14 and 15 and this Schedule 1 to any successor in business to the Company or to any of its subsidiaries or associates.
|
1.14
|
The Executive acknowledges that he has had the opportunity to take legal advice in relation to the restrictions contained in this Schedule 1 and that he considers them reasonable and necessary for the protection of the legitimate interests of the Company and its subsidiaries and associates.
|
1.15
|
Without prejudice to the Executive's obligations under clauses 14 and 15 and this Schedule 1, in the event that, during the continuance of this Agreement or during the period for which all or any of the restrictions set out in this Schedule 1 are expressed to apply, the Executive receives from any person an offer of employment or engagement (whether oral or in writing) which the Executive is considering whether to accept, the Executive shall provide to such offeror a copy of the restrictions and acknowledgements contained in clauses 14 and 15 and Schedule 1of this Agreement. In the event that the Executive accepts any such offer, he shall immediately inform the Board of the identity of the offeror and a description of the principal duties of the position accepted and shall confirm to the Board in writing that he has provided a copy of the restrictions and acknowledgements contained in clauses 14 and 15 and Schedule 1of this Agreement to such offeror.
|
•
|
Your principal place of assignment will be Atlanta, Georgia.
|
•
|
Your annual base salary for your new position will be determined during the normal rewards cycle in February 2013, with any increase to be effective April 1, 2013.
|
•
|
You will continue to be eligible to participate in the annual Performance Incentive Plan. Your target annual incentive for 2013 will be 100% of gross annual salary
|
•
|
Your 2012 annual incentive will be determined at your current annual incentive target. The actual amount of an incentive award may vary and is based on individual performance and the financial performance of the Company. The plan may be modified from time to time.
|
•
|
You will continue to be eligible to participate in The Coca-Cola Company’s Long-Term Incentive program. Awards are made at the discretion of the Compensation Committee of the Board of Directors based upon recommendations by Senior Management. You will be eligible to receive equity awards within guidelines for the job grade assigned to your position and based upon your personal performance, Company performance, and leadership potential to add value to the Company in the future. Currently, the award is delivered 60% stock options and 40% Performance Share Units. As a discretionary program, the award timing, frequency, size and distribution between stock options and PSUs are variable.
|
•
|
You will be expected to maintain share ownership pursuant to the Company’s share ownership guidelines at a level equal to 4 times your base salary. Because this represents an increase from your prior target level, you will have an additional 2 years, or until December 31, 2018, to meet your requirement. You will be asked to provide information in December each year on your progress toward your ownership goal, and that information will be reviewed with the Compensation Committee of the Board of Directors the following February.
|
•
|
You will continue to be eligible for the Company’s Financial Planning and Counseling program which provides reimbursement of certain financial planning and counseling services, up to $10,000 annually, subject to taxes and withholding.
|
•
|
You are eligible for the Emory Executive Health benefit which includes a comprehensive physical exam and one-on-one medical and lifestyle management consultation.
|
•
|
If you have not done so already, you are required to enter into the Agreement on Confidentiality, Non-Competition, and Non-Solicitation, effective immediately (enclosed).
|
Base Salary
|
Benefit
|
Executive
|
104 times Weekly Pay
|
$200,000 and above (excluding Executives)
|
78 times Weekly Pay
|
$150,000 - $199,999
|
52 times Weekly Pay
|
$85,000 - $149,999
|
2 times Weekly Pay times Years of Service, with a minimum benefit of 26 times Weekly Pay and a maximum benefit of 52 times Weekly Pay
|
Below $85,000
|
2 times Weekly Pay times Years of Service, with a minimum benefit of 12 times Weekly Pay and a maximum benefit of 52 times Weekly Pay
|
Regular Part-time (all job grades)
|
1 times Weekly Pay times Years of Service, with a minimum benefit of 2 times Weekly Pay and a maximum benefit of 12 times Weekly Pay
|
1.
|
The definition of Cause is amended as follows:
|
2.
|
The definition of Committee is amended as follows:
|
3.
|
The definition of Severance Benefits Committee is amended as follows:
|
4.
|
Section 3.6(b) is amended as follows:
|
5.
|
Section 4.1 is amended as follows:
|
6.
|
Section 4.3 is amended as follows:
|
7.
|
Section 4.5 is amended as follows:
|
8.
|
Section 4.6 is amended as follows:
|
9.
|
Section 6.2 is amended as follows:
|
10.
|
Section 7.5 of the Plan is amended as follows:
|
11.
|
Section 7.7 of the Plan is amended as follows:
|
|
Year Ended December 31,
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
|||||
(In millions except ratios)
|
|
As Adjusted
1
|
|||||||||||||
EARNINGS:
|
|
|
|
|
|
||||||||||
Income from continuing operations before income taxes and changes in accounting principles
|
$
|
11,809
|
|
$
|
11,458
|
|
$
|
14,207
|
|
$
|
8,902
|
|
$
|
7,525
|
|
Fixed charges
|
486
|
|
505
|
|
792
|
|
422
|
|
513
|
|
|||||
Less:
|
|
|
|
|
|
||||||||||
Capitalized interest, net
|
(1
|
)
|
(1
|
)
|
(1
|
)
|
(4
|
)
|
(7
|
)
|
|||||
Equity (income) loss - net of dividends
|
(426
|
)
|
(269
|
)
|
(671
|
)
|
(359
|
)
|
1,128
|
|
|||||
Adjusted earnings
|
$
|
11,868
|
|
$
|
11,693
|
|
$
|
14,327
|
|
$
|
8,961
|
|
$
|
9,159
|
|
FIXED CHARGES:
|
|
|
|
|
|
||||||||||
Gross interest incurred
|
$
|
398
|
|
$
|
418
|
|
$
|
734
|
|
$
|
359
|
|
$
|
445
|
|
Interest portion of rent expense
|
88
|
|
87
|
|
58
|
|
63
|
|
68
|
|
|||||
Total fixed charges
|
$
|
486
|
|
$
|
505
|
|
$
|
792
|
|
$
|
422
|
|
$
|
513
|
|
Ratios of earnings to fixed charges
|
24.4
|
|
23.2
|
|
18.1
|
|
21.2
|
|
17.9
|
|
1
|
Effective January 1, 2012, the Company elected to change our accounting methodology for determining the market-related value of assets for our U.S. qualified defined benefit pension plans. The Company's change in accounting methodology has been applied retrospectively, and we have adjusted all prior period financial information presented herein as required.
|
|
Organized Under
|
|
Laws of:
|
|
|
The Coca-Cola Company
|
Delaware
|
Subsidiaries:
|
|
|
|
Atlantic Industries
|
Cayman Islands
|
Atlantic Manufacturing
|
Cayman Islands
|
Barlan, Inc.
|
Delaware
|
BCI Coca-Cola Bottling Company of Los Angeles
|
Delaware
|
Beverage Brands S.R.L.
|
Peru
|
Beverage Services Limited
|
United Kingdom
|
Caribbean Refrescos, Inc.
|
Delaware
|
CCHBC Grouping, Inc.
|
Delaware
|
Coca-Cola (China) Investment Limited
|
China
|
Coca-Cola (Japan) Company, Limited
|
Japan
|
Coca-Cola Africa (Proprietary) Limited
|
South Africa
|
Coca-Cola Beverages (Shanghai) Company Limited
|
China
|
Coca-Cola Bottlers Philippines, Inc.
|
Philippines
|
Coca-Cola China Industries Limited
|
Cook Islands
|
Coca-Cola de Chile S.A.
|
Chile
|
Coca-Cola Erfrischungsgetränke AG
|
Germany
|
Coca-Cola GmbH
|
Germany
|
Coca-Cola Holdings (Overseas) Limited
|
Delaware
|
Coca-Cola Holdings (United Kingdom) Limited
|
United Kingdom
|
Coca-Cola India Private Limited
|
India
|
Coca-Cola Industrias Limitada-Brazil
|
Brazil
|
Coca-Cola Industrias Limitada-Costa Rica
|
Costa Rica
|
Coca-Cola Interamerican Corporation
|
Delaware
|
Coca-Cola Midi S.A.S.
|
France
|
Coca-Cola Oasis LLC
|
Delaware
|
Coca-Cola Overseas Parent Limited
|
Delaware
|
Coca-Cola Refreshments Canada Company
|
Nova Scotia
|
Coca-Cola Refreshments USA, Inc.
|
Delaware
|
Coca-Cola Reinsurance Services Limited
|
Ireland
|
Coca-Cola Servicios de Venezuela, C.A.
|
Venezuela
|
Coca-Cola South Asia (India) Holdings Limited
|
Hong Kong
|
Coca-Cola South Asia Holdings, Inc.
|
Delaware
|
Coca-Cola South Pacific Pty Limited
|
Australia
|
Conco Limited
|
Cayman Islands
|
Corporacion Inca Kola Peru S.R.L.
|
Peru
|
Dulux CBAI 2003 B.V.
|
The Netherlands
|
Energy Brands Inc.
|
New York
|
|
Organized Under
|
|
Laws of:
|
|
|
European Refreshments
|
Ireland
|
Great Plains Coca-Cola Bottling Company
|
Oklahoma
|
Hindustan Coca-Cola Beverages Private Limited
|
India
|
Hindustan Coca-Cola Holdings Private Limited
|
India
|
Hindustan Coca-Cola Overseas Holdings Pte. Limited
|
Singapore
|
Luxembourg CB 2002 S.a.r.l.
|
Luxembourg
|
Nordeste Refrigerantes S.A.
|
Brazil
|
Norsa Refrigerantes Ltda.
|
Brazil
|
Odwalla, Inc.
|
California
|
Open Joint Stock Company Nidan Juices
|
Russian Federation
|
Pacific Refreshments Pte. Ltd.
|
Singapore
|
Recofarma Industria do Amazonas Ltda.
|
Brazil
|
Red Re, Inc.
|
South Carolina
|
Refrescos Guararapes Ltda.
|
Brazil
|
Refreshment Product Services, Inc.
|
Delaware
|
SA Coca-Cola Services NV
|
Belgium
|
Servicios Integrados de Administracion y Alta Gerencia, S. de R.L. de C.V.
|
Mexico
|
Servicios y Productos para Bebidas Refrescantes S.R.L.
|
Argentina
|
Shanghai Shen-Mei Beverage & Food Co., Ltd.
|
China
|
Soira Investments Limited
|
British Virgin Islands
|
The Coca-Cola Export Corporation
|
Delaware
|
The Coca-Cola Trading Company LLC
|
Delaware
|
The Inmex Corporation
|
Florida
|
Varoise de Concentres S.A.S.
|
France
|
1
|
Registration Statement Number 2-88085 on Form S-8
|
2
|
Registration Statement Number 33-39840 on Form S-8
|
3
|
Registration Statement Number 333-78763 on Form S-8
|
4
|
Registration Statement Number 2-58584 on Form S-8
|
5
|
Registration Statement Number 33-26251 on Form S-8
|
6
|
Registration Statement Number 33-45763 on Form S-3
|
7
|
Registration Statement Number 333-27607 on Form S-8
|
8
|
Registration Statement Number 333-35298 on Form S-8
|
9
|
Registration Statement Number 333-83270 on Form S-8
|
10
|
Registration Statement Number 333-83290 on Form S-8
|
11
|
Registration Statement Number 333-88096 on Form S-8
|
12
|
Registration Statement Number 333-123239 on Form S-8
|
13
|
Registration Statement Number 333-150447 on Form S-8
|
14
|
Registration Statement Number 333-169722 on Form S-8
|
15
|
Registration Statement Number 333-169724 on Form S-3
|
16
|
Registration Statement Number 333-170331 on Form S-3
|
17
|
Registration Statement Number 333-179707 on Form S-8
|
18
|
Registration Statement Number 333-179708 on Form S-8
|
|
Date: February 27, 2013
|
|
/s/ MUHTAR KENT
|
|
Muhtar Kent
|
|
Chairman of the Board of Directors, Chief Executive Officer and President
|
|
Date: February 27, 2013
|
|
/s/ GARY P. FAYARD
|
|
Gary P. Fayard
|
|
Executive Vice President and Chief Financial Officer
|
|
/s/ MUHTAR KENT
|
|
Muhtar Kent
|
|
Chairman of the Board of Directors, Chief Executive Officer and President
|
|
February 27, 2013
|
|
/s/ GARY P. FAYARD
|
|
Gary P. Fayard
|
|
Executive Vice President and Chief Financial Officer
|
|
February 27, 2013
|