Title of each class
|
|
Name on each exchange on which registered
|
Ordinary Shares of €0.01 each
|
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
|
|
|
Emerging growth company
|
☐
|
U.S. GAAP
|
☐
|
International Financial Reporting Standards as issued by the International Accounting Standards Board
|
☒
|
Other
|
☐
|
•
|
Coca-Cola European Partners plc’s Group financial statements and Parent company financial statements (the financial statements) give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2018 and of the Group’s profit for the year then ended;
|
•
|
the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union;
|
•
|
the parent company financial statements have been properly prepared in accordance with United Kingdom Accounting Standards including FRS 101 “Reduced Disclosure Framework”; and
|
•
|
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
|
Group
|
Parent company
|
Consolidated income statement for the year then ended
|
Statement of financial position as at 31 December 2018
|
Consolidated statement of comprehensive income for the year then ended
|
Statement of changes in equity for the year then ended
|
Consolidated statement of financial position as at 31 December 2018
|
Related notes 1 to 13 to the financial statements including a summary of significant accounting policies
|
Consolidated statement of cash flows for the year then ended
|
|
Consolidated statement of changes in equity for the year then ended
|
|
Related notes 1 to 24 to the financial statements including a summary of significant accounting policies
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
94
|
•
|
the disclosures in the annual report set out on pages 41-42 that describe the principal risks and explain how they are being managed or mitigated;
|
•
|
the directors’ confirmation set out on page 41 in the annual report that they have carried out a robust assessment of the principal risks facing the entity, including those that would threaten its business model, future performance, solvency or liquidity;
|
•
|
the directors’ statement set out on page 90 in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the entity’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
|
•
|
whether the directors’ statement in relation to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or
|
•
|
the directors’ explanation set out on page 44 in the annual report as to how they have assessed the prospects of the entity, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the entity will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
95
|
Risk
|
Our response to the risk
|
Key observations communicated to the Audit Committee
|
Carrying value of goodwill and indefinite lived intangibles
Refer to the Audit Committee Report (page 70); Accounting policies (page 109).
At 31 December 2018, the value of the Group’s goodwill and indefinite lived intangibles was €10,602 million (2017: €10,629 million)
As discussed in Note 4 of the Consolidated Financial Statements (page 113), goodwill and indefinite lived intangibles are tested for impairment at least annually at the Cash Generating Unit (CGU) Level.
Auditing management’s annual impairment test was complex and judgemental as the directors’ assessment of ‘value in use’ of the Group’s CGUs involves judgement about the future results of the business, long-term growth rates and the discount rates applied to future cash flow forecasts.
In particular, management’s impairment models used to calculate the value in use estimate were most sensitive to assumptions such as discount rates, EBITDA assumptions, and terminal growth rates.
Our assessment of the risk remained broadly unchanged compared to 2017.
|
We performed audit procedures on all impairment models relating to material cash generating units. Our audit procedures were performed by the Group audit team.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls, including IT controls, in place within the impairment review process. We were able to take a controls-reliance approach over the process.
We evaluated management’s assumptions used in the impairment models. We corroborated management’s assumptions with reference to historical data and, where applicable, external benchmarks. We tested the integrity of management’s models and carried out audit procedures on management’s sensitivity calculations.
We performed further testing on those CGUs with lower available headroom, of those the most significant CGUs were Iberia and Germany, where we also assessed management`s historical accuracy in determining assumptions by comparing actual results with previously forecasted results and considered any contrary evidence available for the assumptions.
In addition, we performed additional sensitivity analysis on the significant management judgements, with the support of our specialist on certain of these judgements, to assess whether a reasonably possible change in certain assumptions to which the model is most sensitive could lead to an impairment charge.
We performed testing on the accounting for synergy benefits and expenses for compliance with the requirements of IAS 36.
We reviewed the appropriateness of the related disclosures provided in the Group financial statements including review for completeness of the disclosures regarding those CGUs with material goodwill balances and where a reasonably possible change in certain variables could lead to impairment charges.
|
We agree with management’s conclusion that no impairment is required. We consider management’s estimates to be appropriate, with all assumptions within an acceptable range.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
96
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
97
|
|
Number
|
|
% Group
profit
before tax
2018
|
|
% Group
profit
before tax 2017
|
|
% Group revenue
2018
|
|
% Group revenue
2017
|
|
% Total
assets
2018
|
|
% Total
assets
2017
|
|
See Note
|
|
Full scope
|
7
|
|
81
|
%
|
88
|
%
|
82
|
%
|
78
|
%
|
90
|
%
|
91
|
%
|
(B) (C) (D)
|
|
Specific scope
|
4
|
|
14
|
%
|
6
|
%
|
9
|
%
|
13
|
%
|
6
|
%
|
5
|
%
|
(A) (B) (C) (E)
|
|
Full and specific scope coverage
|
11
|
|
95
|
%
|
94
|
%
|
91
|
%
|
91
|
%
|
96
|
%
|
96
|
%
|
|
|
Remaining components
|
37
|
|
5
|
%
|
6
|
%
|
9
|
%
|
9
|
%
|
4
|
%
|
4
|
%
|
(C) (D) (F)
|
|
Total Reporting components
|
48
|
|
100
|
%
|
100
|
%
|
100%
|
|
100
|
%
|
100%
|
|
100
|
%
|
|
(A)
|
The specific scope components relate to one corporate entity whose activities include certain Group management functions and consolidation adjustments and three trading entities.
|
(B)
|
The Group audit risk in relation to tax was subject to audit procedures at each of the full and specific scoped locations.
|
(C)
|
The Group audit risk in relation to Aspects of Revenue Recognition was subject to full scope audit procedures in four components, specific scope audit procedures in three components, and review scope procedures in two components that were performed by the Group audit team.
|
(D)
|
The Group audit risk in relation to carrying value of goodwill and intangible assets was subject to audit procedures across the Group performed by the Group audit team.
|
(E)
|
The audit scope of these components may not have included testing of all significant accounts of the component but will have contributed to the coverage of significant accounts tested for the Group. Significant accounts that were not subject to the specific scope audit were subjected to testing of Group-wide controls and analytical review.
|
(F)
|
Of the remaining 37 components that together represent 5% of the Group’s profit before tax, none are individually greater than 5% of the Group’s profit before tax. For the four trading components within this category, we defined two as ‘review scope’ components for which we performed specified procedures on revenue. For the remaining components in this category, we performed other procedures, including testing of Group-wide controls, analytical review, testing of consolidation journals and intercompany eliminations, and foreign currency translation recalculations to respond to any potential risks of material misstatement to the Group financial statements.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
98
|
•
|
Fair, balanced and understandable set out on page 91 - the statement given / the explanation as to why the annual report does not include a statement by the directors that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
|
•
|
Audit Committee reporting set out on page 70 - the section describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee / the explanation as to why the annual report does not include a section describing the work of the audit committee is materially inconsistent with our knowledge obtained in the audit; or
|
•
|
Directors’ statement of compliance with the UK Corporate Governance Code set out on page 57 - the parts of the Directors’ statement required under the Listing Rules relating to the Company’s compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R (2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
99
|
•
|
the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements;
|
•
|
the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with applicable legal requirements; and
|
•
|
information about the company’s corporate governance code and practices and about its administrative, management and supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
|
•
|
the strategic report or the directors’ report; or
|
•
|
the information about internal control and risk management systems in relation to financial reporting processes and about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
|
•
|
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
|
•
|
the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or
|
•
|
certain disclosures of directors’ remuneration specified by law are not made; or
|
•
|
we have not received all the information and explanations we require for our audit; or
|
•
|
a Corporate Governance Statement has not been prepared by the Company.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
100
|
•
|
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most significant are:
|
•
|
those that relate to the form and content of the financial statements, such as the Group accounting policy, International Financial Reporting Standards (IFRS), the UK Companies Act 2006 and the UK Corporate Governance Code;
|
•
|
those that relate to the accrual or recognition of expenses for taxation such as various country specific tax codes in which the Group has operations; and
|
•
|
those that relate to the accrual or recognition of expenses for pension costs, as well as the treatment of its employees, such as labour agreements in countries where the Group operates.
|
•
|
We understood how Coca-Cola European Partners plc is complying with those frameworks by observing the oversight of those charged with governance, the culture of honesty and ethical behaviour and a strong emphasis is placed on fraud prevention, which may reduce opportunities for fraud to take place, and fraud deterrence, which could persuade individuals not to commit fraud because of the likelihood of detection and punishment.
|
•
|
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur by making an assessment of the key fraud risks to the Group and the manner in which such risks may manifest themselves in practice, based on our previous knowledge of the Group as well as an assessment of the current business environment.
|
•
|
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free of fraud or error. We evaluated the design and operational effectiveness of controls put in place to address the risks identified, or that otherwise prevent, deter and detect fraud. We also considered performance targets and their influence on efforts made by management to manage earnings.
|
•
|
We were appointed by the company on 22 June 2016 to audit the financial statements for the year ending 31 December 2016 and subsequent financial periods.
|
•
|
The period of total uninterrupted engagement including previous renewals and reappointments is 3 years, covering the years ending 31 December 2016 to 31 December 2018.
|
•
|
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the parent company and we remain independent of the Group and the parent company in conducting the audit.
|
•
|
The audit opinion is consistent with the additional report to the Audit Committee.
|
A.
|
The maintenance and integrity of the Coca-Cola European Partners plc web site is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site
|
B.
|
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
101
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
102
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
103
|
|
|
|
Year ended
|
|||||||
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
Note
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Revenue
|
|
|
11,518
|
|
|
11,062
|
|
|
9,133
|
|
Cost of sales
|
15
|
|
(7,060
|
)
|
|
(6,772
|
)
|
|
(5,584
|
)
|
Gross profit
|
|
|
4,458
|
|
|
4,290
|
|
|
3,549
|
|
Selling and distribution expenses
|
15
|
|
(2,178
|
)
|
|
(2,124
|
)
|
|
(1,615
|
)
|
Administrative expenses
|
15
|
|
(980
|
)
|
|
(906
|
)
|
|
(1,083
|
)
|
Operating profit
|
|
|
1,300
|
|
|
1,260
|
|
|
851
|
|
Finance income
|
16
|
|
47
|
|
|
48
|
|
|
31
|
|
Finance costs
|
16
|
|
(140
|
)
|
|
(148
|
)
|
|
(154
|
)
|
Total finance costs, net
|
|
|
(93
|
)
|
|
(100
|
)
|
|
(123
|
)
|
Non-operating items
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(9
|
)
|
Profit before taxes
|
|
|
1,205
|
|
|
1,159
|
|
|
719
|
|
Taxes
|
18
|
|
(296
|
)
|
|
(471
|
)
|
|
(170
|
)
|
Profit after taxes
|
|
|
909
|
|
|
688
|
|
|
549
|
|
|
|
|
|
|
|
|
|
|||
Basic earnings per share (€)
|
3
|
|
1.88
|
|
|
1.42
|
|
|
1.45
|
|
Diluted earnings per share (€)
|
3
|
|
1.86
|
|
|
1.41
|
|
|
1.42
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
104
|
|
|
|
Year ended
|
|||||||
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
Note
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Profit after taxes
|
|
|
909
|
|
|
688
|
|
|
549
|
|
Components of other comprehensive income (loss):
|
|
|
|
|
|
|
|
|||
Items that may be subsequently reclassified to the income statement:
|
|
|
|
|
|
|
|
|||
Foreign currency translations:
|
|
|
|
|
|
|
|
|||
Pretax activity, net
|
|
|
(35
|
)
|
|
(111
|
)
|
|
(186
|
)
|
Tax effect
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Foreign currency translation, net of tax
|
|
|
(35
|
)
|
|
(111
|
)
|
|
(186
|
)
|
Net investment hedges:
|
|
|
|
|
|
|
|
|||
Pretax activity, net
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
Tax effect
|
|
|
—
|
|
|
27
|
|
|
22
|
|
Net investment hedges, net of tax
|
10, 18
|
|
—
|
|
|
27
|
|
|
(44
|
)
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|||
Pretax activity, net
|
|
|
(17
|
)
|
|
—
|
|
|
(11
|
)
|
Tax effect
|
|
|
3
|
|
|
—
|
|
|
2
|
|
Cash flow hedges, net of tax
|
10, 18
|
|
(14
|
)
|
|
—
|
|
|
(9
|
)
|
|
|
|
(49
|
)
|
|
(84
|
)
|
|
(239
|
)
|
Items that will not be subsequently reclassified to the income statement:
|
|
|
|
|
|
|
|
|||
Pension plan remeasurements:
|
|
|
|
|
|
|
|
|||
Pretax activity, net
|
|
|
2
|
|
|
91
|
|
|
(65
|
)
|
Tax effect
|
|
|
—
|
|
|
(18
|
)
|
|
14
|
|
Pension plan remeasurements, net of tax
|
13, 18
|
|
2
|
|
|
73
|
|
|
(51
|
)
|
|
|
|
2
|
|
|
73
|
|
|
(51
|
)
|
Other comprehensive loss for the period, net of tax
|
|
|
(47
|
)
|
|
(11
|
)
|
|
(290
|
)
|
Comprehensive income for the period
|
|
|
862
|
|
|
677
|
|
|
259
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
105
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
Note
|
|
€ million
|
|
|
€ million
|
|
ASSETS
|
|
|
|
|
|
||
Non-current:
|
|
|
|
|
|
||
Intangible assets
|
4
|
|
8,384
|
|
|
8,384
|
|
Goodwill
|
4
|
|
2,518
|
|
|
2,520
|
|
Property, plant and equipment
|
5
|
|
3,888
|
|
|
3,837
|
|
Non-current derivative assets
|
10
|
|
2
|
|
|
2
|
|
Deferred tax assets
|
18
|
|
37
|
|
|
56
|
|
Other non-current assets
|
21
|
|
396
|
|
|
81
|
|
Total non-current assets
|
|
|
15,225
|
|
|
14,880
|
|
Current:
|
|
|
|
|
|
||
Current derivative assets
|
10
|
|
13
|
|
|
20
|
|
Current tax assets
|
18
|
|
21
|
|
|
25
|
|
Inventories
|
6
|
|
693
|
|
|
650
|
|
Amounts receivable from related parties
|
17
|
|
107
|
|
|
75
|
|
Trade accounts receivable
|
7
|
|
1,655
|
|
|
1,732
|
|
Other current assets
|
21
|
|
193
|
|
|
452
|
|
Cash and cash equivalents
|
8
|
|
309
|
|
|
360
|
|
Total current assets
|
|
|
2,991
|
|
|
3,314
|
|
Total assets
|
|
|
18,216
|
|
|
18,194
|
|
LIABILITIES
|
|
|
|
|
|
||
Non-current:
|
|
|
|
|
|
||
Borrowings, less current portion
|
11
|
|
5,127
|
|
|
5,474
|
|
Employee benefit liabilities
|
13
|
|
142
|
|
|
162
|
|
Non-current provisions
|
20
|
|
119
|
|
|
48
|
|
Non-current derivative liabilities
|
10
|
|
51
|
|
|
93
|
|
Deferred tax liabilities
|
18
|
|
2,157
|
|
|
2,237
|
|
Other non-current liabilities
|
|
|
264
|
|
|
208
|
|
Total non-current liabilities
|
|
|
7,860
|
|
|
8,222
|
|
Current:
|
|
|
|
|
|
||
Current portion of borrowings
|
11
|
|
491
|
|
|
274
|
|
Current portion of employee benefit liabilities
|
13
|
|
19
|
|
|
21
|
|
Current provisions
|
20
|
|
133
|
|
|
194
|
|
Current derivative liabilities
|
10
|
|
20
|
|
|
1
|
|
Current tax liabilities
|
18
|
|
110
|
|
|
86
|
|
Amounts payable to related parties
|
17
|
|
191
|
|
|
178
|
|
Trade and other payables
|
12
|
|
2,828
|
|
|
2,533
|
|
Total current liabilities
|
|
|
3,792
|
|
|
3,287
|
|
Total liabilities
|
|
|
11,652
|
|
|
11,509
|
|
EQUITY
|
|
|
|
|
|
||
Share capital
|
14
|
|
5
|
|
|
5
|
|
Share premium
|
14
|
|
152
|
|
|
127
|
|
Merger reserves
|
14
|
|
287
|
|
|
287
|
|
Other reserves
|
14
|
|
(552
|
)
|
|
(503
|
)
|
Retained earnings
|
|
|
6,672
|
|
|
6,769
|
|
Total equity
|
|
|
6,564
|
|
|
6,685
|
|
Total equity and liabilities
|
|
|
18,216
|
|
|
18,194
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
106
|
|
|
|
Year ended
|
|||||||
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
Note
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|||
Profit before taxes
|
|
|
1,205
|
|
|
1,159
|
|
|
719
|
|
Adjustments to reconcile profit before tax to net cash flows from operating activities:
|
|
|
|
|
|
|
|
|||
Depreciation
|
5
|
|
461
|
|
|
443
|
|
|
333
|
|
Amortisation of intangible assets
|
4
|
|
51
|
|
|
47
|
|
|
39
|
|
Share-based payment expense
|
19
|
|
17
|
|
|
14
|
|
|
42
|
|
Finance costs, net
|
16
|
|
93
|
|
|
100
|
|
|
123
|
|
Income taxes paid
|
|
|
(263
|
)
|
|
(247
|
)
|
|
(187
|
)
|
Changes in assets and liabilities, net of acquisition amounts:
|
|
|
|
|
|
|
|
|||
Decrease/(increase) in trade and other receivables
|
|
|
72
|
|
|
108
|
|
|
87
|
|
Decrease/(increase) in inventories
|
|
|
(45
|
)
|
|
16
|
|
|
61
|
|
Increase/(decrease) in trade and other payables
|
|
|
297
|
|
|
142
|
|
|
155
|
|
Increase/(decrease) in provisions
|
|
|
9
|
|
|
(67
|
)
|
|
37
|
|
Change in other operating assets and liabilities
|
|
|
(91
|
)
|
|
(92
|
)
|
|
(165
|
)
|
Net cash flows from operating activities
|
|
|
1,806
|
|
|
1,623
|
|
|
1,244
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|||
Purchases of property, plant and equipment
|
|
|
(525
|
)
|
|
(484
|
)
|
|
(459
|
)
|
Purchases of capitalised software
|
|
|
(75
|
)
|
|
(36
|
)
|
|
(38
|
)
|
Proceeds from sales of property, plant and equipment
|
|
|
4
|
|
|
32
|
|
|
12
|
|
Settlement of net investment hedges
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
Cash from acquisition of bottling operations
|
|
|
—
|
|
|
—
|
|
|
110
|
|
Net cash flows used in investing activities
|
|
|
(596
|
)
|
|
(488
|
)
|
|
(383
|
)
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|||
Proceeds from borrowings, net of issuance costs
|
11
|
|
398
|
|
|
350
|
|
|
3,174
|
|
Changes in short-term borrowings
|
11
|
|
(131
|
)
|
|
250
|
|
|
(183
|
)
|
Repayments on third-party borrowings
|
11
|
|
(444
|
)
|
|
(1,180
|
)
|
|
(241
|
)
|
Interest paid, net
|
11
|
|
(81
|
)
|
|
(94
|
)
|
|
(110
|
)
|
Dividends paid
|
14
|
|
(513
|
)
|
|
(489
|
)
|
|
(204
|
)
|
Purchase of own shares under share buyback programme
|
14
|
|
(502
|
)
|
|
—
|
|
|
—
|
|
Exercise of employee share options
|
|
|
25
|
|
|
13
|
|
|
18
|
|
Repurchases of share-based payments
|
19
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
Repayment of loan with TCCC assumed in acquisition
|
17
|
|
—
|
|
|
—
|
|
|
(73
|
)
|
Return of capital to CCE shareholders
|
14
|
|
—
|
|
|
—
|
|
|
(2,963
|
)
|
Other financing activities, net
|
|
|
(11
|
)
|
|
(2
|
)
|
|
(17
|
)
|
Net cash flows used in financing activities
|
|
|
(1,259
|
)
|
|
(1,152
|
)
|
|
(626
|
)
|
Net change in cash and cash equivalents
|
|
|
(49
|
)
|
|
(17
|
)
|
|
235
|
|
Net effect of currency exchange rate changes on cash and cash equivalents
|
|
|
(2
|
)
|
|
(9
|
)
|
|
(5
|
)
|
Cash and cash equivalents at beginning of period
|
8
|
|
360
|
|
|
386
|
|
|
156
|
|
Cash and cash equivalents at end of period
|
8
|
|
309
|
|
|
360
|
|
|
386
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
107
|
|
|
|
|
Share capital
|
|
|
Share premium
|
|
|
Merger reserves
|
|
|
Other reserves
|
|
|
Treasury shares
|
|
|
Retained earnings
|
|
|
Total equity
|
|
|
Note
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
As at 1 January 2016
|
|
|
|
3
|
|
|
2,729
|
|
|
—
|
|
|
(180
|
)
|
|
(3,307
|
)
|
|
1,626
|
|
|
871
|
|
Profit after taxes
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549
|
|
|
549
|
|
Other comprehensive income/(expense)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
(51
|
)
|
|
(290
|
)
|
Total comprehensive income
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|
498
|
|
|
259
|
|
Shares utilised for share-based payments prior to Merger
|
14
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
6
|
|
|
9
|
|
Cancellation of CCE shares
|
14
|
|
|
(3
|
)
|
|
(2,738
|
)
|
|
(572
|
)
|
|
—
|
|
|
3,313
|
|
|
—
|
|
|
—
|
|
Issuance of CCEP shares in consideration for CCIP and CCEG
|
14
|
|
|
3
|
|
|
—
|
|
|
8,466
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,469
|
|
Group reconstruction transaction
|
14
|
|
|
2
|
|
|
7,605
|
|
|
(7,607
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Issuances of shares post-Merger
|
14
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
Return of capital to CCE shareholders
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,963
|
)
|
|
(2,963
|
)
|
Capital reduction
|
14
|
|
|
—
|
|
|
(7,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,500
|
|
|
—
|
|
Reclassifications of share-based payments
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
Equity-settled share-based payment expense
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
29
|
|
Share-based payment tax benefits
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
Dividends
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(205
|
)
|
|
(205
|
)
|
As at 31 December 2016
|
|
|
|
5
|
|
|
114
|
|
|
287
|
|
|
(419
|
)
|
|
—
|
|
|
6,474
|
|
|
6,461
|
|
Profit after taxes
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
688
|
|
|
688
|
|
Other comprehensive income/(expense)
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
73
|
|
|
(11
|
)
|
Total comprehensive income
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
—
|
|
|
761
|
|
|
677
|
|
Issue of shares during the year
|
14
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
Equity-settled share-based payment expense
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
Share-based payment tax benefits
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
Dividends
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(491
|
)
|
|
(491
|
)
|
As at 31 December 2017
|
|
|
|
5
|
|
|
127
|
|
|
287
|
|
|
(503
|
)
|
|
—
|
|
|
6,769
|
|
|
6,685
|
|
Profit after taxes
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
909
|
|
|
909
|
|
|
Other comprehensive income/(expense)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
2
|
|
|
(47
|
)
|
|
Total comprehensive income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
911
|
|
|
862
|
|
|
Issue of shares during the year
|
14
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
Equity-settled share-based payment expense
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
16
|
|
Share-based payment tax effects
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
Dividends
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(515
|
)
|
|
(515
|
)
|
Own shares purchased under share buyback programme
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
(502
|
)
|
As at 31 December 2018
|
|
|
5
|
|
|
152
|
|
|
287
|
|
|
(552
|
)
|
|
—
|
|
|
6,672
|
|
|
6,564
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
108
|
•
|
They have been prepared in accordance with IFRS as issued by the International Accounting Standards Board, IFRS as adopted by the European Union and in accordance with the provisions of the Companies Act 2006. There are no differences between IFRS as adopted by the European Union and IFRS as issued by the International Accounting Standards Board (IASB) that have an impact for the years presented.
|
•
|
They have been prepared under the historical cost convention, except for certain items measured at fair value. Those accounting policies have been applied consistently in all periods, except for the adoption of new standards and amendments as of 1 January 2018, as described below under Accounting Policies.
|
•
|
They are presented in euros, which is also the Parent Company’s functional currency
and all values are rounded to the nearest € million except where otherwise indicated.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
109
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
|
Full Year
|
2018
|
|
65
|
|
65
|
|
65
|
|
66
|
|
261
|
2017
|
|
65
|
|
65
|
|
65
|
|
65
|
|
260
|
2016
|
|
66
|
|
65
|
|
65
|
|
65
|
|
261
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
110
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
111
|
|
Year ended
|
|||||||
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
Revenue:
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Spain/Portugal/Andorra
(A)
|
2,670
|
|
|
2,706
|
|
|
1,721
|
|
Germany
|
2,335
|
|
|
2,218
|
|
|
1,335
|
|
Great Britain
|
2,280
|
|
|
2,026
|
|
|
2,076
|
|
France/Monaco
|
1,775
|
|
|
1,803
|
|
|
1,791
|
|
Belgium/Luxembourg
|
983
|
|
|
919
|
|
|
909
|
|
Netherlands
|
580
|
|
|
526
|
|
|
505
|
|
Norway
|
439
|
|
|
416
|
|
|
408
|
|
Sweden
|
365
|
|
|
353
|
|
|
350
|
|
Iceland
|
91
|
|
|
95
|
|
|
38
|
|
Total
|
11,518
|
|
|
11,062
|
|
|
9,133
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
€ million
|
|
|
€ million
|
|
Spain/Portugal/Andorra
(A)
|
6,873
|
|
|
6,561
|
|
Germany
|
3,160
|
|
|
3,176
|
|
Great Britain
|
2,441
|
|
|
2,395
|
|
France/Monaco
|
890
|
|
|
876
|
|
Belgium/Luxembourg
|
637
|
|
|
612
|
|
Netherlands
|
440
|
|
|
429
|
|
Sweden
|
404
|
|
|
421
|
|
Norway
|
259
|
|
|
267
|
|
Iceland
|
37
|
|
|
41
|
|
Other unallocated
|
45
|
|
|
44
|
|
Total
|
15,186
|
|
|
14,822
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
112
|
|
Year ended
|
|||||||
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
Profit after taxes attributable to equity shareholders (€ million)
|
909
|
|
|
688
|
|
|
549
|
|
Basic weighted average number of shares in issue
(A)
(million)
|
484
|
|
|
484
|
|
|
380
|
|
Effect of dilutive potential shares
(B)
(million)
|
4
|
|
|
5
|
|
|
5
|
|
Diluted weighted average number of shares in issue
(A)
(million)
|
488
|
|
|
489
|
|
|
385
|
|
Basic earnings per share (€)
|
1.88
|
|
|
1.42
|
|
|
1.45
|
|
Diluted earnings per share (€)
|
1.86
|
|
|
1.41
|
|
|
1.42
|
|
(A)
|
The increase of the basic and diluted weighted average number of shares in issue in 2017 is due to the Merger transaction and further described in
Note 14
. As at
31 December 2018
and at
31 December 2017
, the Group had
474,920,066
shares and
484,586,428
shares, respectively in issue and outstanding.
|
(B)
|
For the year ended
31 December 2018
, there were
no
outstanding options to purchase shares excluded from the diluted earnings per share calculation. For the years ended
31 December 2017
and
31 December 2016
, outstanding options to purchase
1.2 million
shares and
1.2 million
shares, respectively, were excluded from the diluted earnings per share calculation because the effect of including these options in the computation would have been anti-dilutive. The dilutive impact of the remaining options outstanding and unvested restricted stock units was included in the effect of dilutive securities.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
113
|
|
|
Franchise intangible
|
|
|
Software
|
|
|
Customer relationships
|
|
|
Assets under construction
|
|
|
Total intangibles
|
|
|
Goodwill
|
|
Cost:
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
As at 31 December 2016
|
|
8,003
|
|
|
277
|
|
|
193
|
|
|
3
|
|
|
8,476
|
|
|
2,427
|
|
Additions
|
|
—
|
|
|
26
|
|
|
—
|
|
|
10
|
|
|
36
|
|
|
—
|
|
Disposals
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
Currency translation adjustments
|
|
(73
|
)
|
|
(14
|
)
|
|
(1
|
)
|
|
—
|
|
|
(88
|
)
|
|
(5
|
)
|
Acquisition accounting adjustments
(A)
|
|
179
|
|
|
(17
|
)
|
|
(30
|
)
|
|
(3
|
)
|
|
129
|
|
|
98
|
|
As at 31 December 2017
|
|
8,109
|
|
|
267
|
|
|
162
|
|
|
10
|
|
|
8,548
|
|
|
2,520
|
|
Additions
|
|
—
|
|
|
32
|
|
|
—
|
|
|
43
|
|
|
75
|
|
|
—
|
|
Disposals
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
Transfers and reclassifications
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Currency translation adjustments
|
|
(25
|
)
|
|
4
|
|
|
—
|
|
|
—
|
|
|
(21
|
)
|
|
(2
|
)
|
As at 31 December 2018
|
|
8,084
|
|
|
300
|
|
|
162
|
|
|
52
|
|
|
8,598
|
|
|
2,518
|
|
Accumulated amortisation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As at 31 December 2016
|
|
—
|
|
|
(121
|
)
|
|
(11
|
)
|
|
—
|
|
|
(132
|
)
|
|
—
|
|
Amortisation expense
|
|
—
|
|
|
(38
|
)
|
|
(9
|
)
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
Disposals
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
Currency translation adjustments
|
|
—
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
10
|
|
|
—
|
|
As at 31 December 2017
|
|
—
|
|
|
(145
|
)
|
|
(19
|
)
|
|
—
|
|
|
(164
|
)
|
|
—
|
|
Amortisation expense
|
|
—
|
|
|
(43
|
)
|
|
(8
|
)
|
|
—
|
|
|
(51
|
)
|
|
—
|
|
Disposals
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
Currency translation adjustments
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
As at 31 December 2018
|
|
—
|
|
|
(187
|
)
|
|
(27
|
)
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
Net book value:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As at 31 December 2016
|
|
8,003
|
|
|
156
|
|
|
182
|
|
|
3
|
|
|
8,344
|
|
|
2,427
|
|
As at 31 December 2017
|
|
8,109
|
|
|
122
|
|
|
143
|
|
|
10
|
|
|
8,384
|
|
|
2,520
|
|
As at 31 December 2018
|
|
8,084
|
|
|
113
|
|
|
135
|
|
|
52
|
|
|
8,384
|
|
|
2,518
|
|
(A)
|
The fair values of the assets and liabilities acquired as part of the Merger were provisional as at 31 December 2016 due to the complexity of the acquired businesses. During 2017, the Group finalised the valuation process and adjustments were recorded based on new information obtained about facts and circumstances that existed at the date of Merger. Management concluded that the changes in the fair values from the provisional amounts disclosed in the 2016 consolidated financial statements were not material to the Group’s 2016 consolidated financial statements taken as whole.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
114
|
|
|
31 December 2018
|
|
31 December 2017
|
||||||||
|
|
Franchise intangible
|
|
|
Goodwill
|
|
|
Franchise intangible
|
|
|
Goodwill
|
|
Cash-generating unit
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Iberia
|
|
4,289
|
|
|
1,275
|
|
|
4,289
|
|
|
1,275
|
|
Great Britain
|
|
1,632
|
|
|
200
|
|
|
1,647
|
|
|
200
|
|
Germany
|
|
1,060
|
|
|
748
|
|
|
1,060
|
|
|
748
|
|
•
|
Discou
nt rate: A weighted average cost of capital was applied specific to each CGU as a hurdle rate to discount cash flows. The discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The table below identifies the pre-tax discount rate attributable to each significant CGU.
|
•
|
Growth rate: Cash flows were projected for five years based on the Group’s three year business plans approved by the Board. Cash flows for the fourth year were projected using compound annual growth rates over the preceding three years, and cash flows for a fifth year and beyond the five year period were projected using a terminal growth rate of
2%
.
|
•
|
Gross and operating margins: Gross and operating margins are based on the business plans approved by the Board. Key assumptions are made within these plans about volume, pricing, discounts and costs based on historical data, current strategy and expected market trends.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
115
|
|
Useful life (years)
|
|
Category
|
Low
|
High
|
Building and improvements
|
10
|
40
|
Machinery, equipment and containers
|
3
|
20
|
Cold-drink equipment
|
5
|
13
|
Vehicle fleet
|
3
|
12
|
Furniture and office equipment
|
4
|
10
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
116
|
|
|
Land
|
|
|
Building and improvements
|
|
|
Machinery, equipment and containers
|
|
|
Cold drink equipment
|
|
|
Vehicle fleet
|
|
|
Furniture
and office equipment
|
|
|
Assets under construction
|
|
|
Total
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
As at 31 December 2016
|
|
324
|
|
|
1,512
|
|
|
2,350
|
|
|
1,186
|
|
|
124
|
|
|
165
|
|
|
125
|
|
|
5,786
|
|
Additions
|
|
1
|
|
|
38
|
|
|
155
|
|
|
168
|
|
|
8
|
|
|
18
|
|
|
129
|
|
|
517
|
|
Disposals
|
|
(3
|
)
|
|
(8
|
)
|
|
(116
|
)
|
|
(82
|
)
|
|
(2
|
)
|
|
(13
|
)
|
|
—
|
|
|
(224
|
)
|
Transfers and reclassifications
|
|
—
|
|
|
5
|
|
|
68
|
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
|
(74
|
)
|
|
—
|
|
Currency translation adjustments
|
|
(5
|
)
|
|
(16
|
)
|
|
(24
|
)
|
|
(20
|
)
|
|
(1
|
)
|
|
(6
|
)
|
|
—
|
|
|
(72
|
)
|
Acquisition accounting adjustments and reclassifications
(A)
|
|
(5
|
)
|
|
(78
|
)
|
|
(5
|
)
|
|
(48
|
)
|
|
(12
|
)
|
|
12
|
|
|
—
|
|
|
(136
|
)
|
As at 31 December 2017
|
|
312
|
|
|
1,453
|
|
|
2,428
|
|
|
1,203
|
|
|
118
|
|
|
177
|
|
|
180
|
|
|
5,871
|
|
Additions
|
|
9
|
|
|
30
|
|
|
129
|
|
|
104
|
|
|
12
|
|
|
14
|
|
|
242
|
|
|
540
|
|
Disposals
|
|
(3
|
)
|
|
(10
|
)
|
|
(73
|
)
|
|
(87
|
)
|
|
(1
|
)
|
|
(12
|
)
|
|
—
|
|
|
(186
|
)
|
Transfers and reclassifications
|
|
—
|
|
|
22
|
|
|
57
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
(83
|
)
|
|
—
|
|
Currency translation adjustments
|
|
(1
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(22
|
)
|
As at 31 December 2018
|
|
317
|
|
|
1,488
|
|
|
2,533
|
|
|
1,214
|
|
|
129
|
|
|
183
|
|
|
339
|
|
|
6,203
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
As at 31 December 2016
|
|
—
|
|
|
(363
|
)
|
|
(690
|
)
|
|
(598
|
)
|
|
(49
|
)
|
|
(93
|
)
|
|
—
|
|
|
(1,793
|
)
|
Depreciation expense
|
|
—
|
|
|
(64
|
)
|
|
(223
|
)
|
|
(119
|
)
|
|
(17
|
)
|
|
(20
|
)
|
|
—
|
|
|
(443
|
)
|
Disposals
|
|
—
|
|
|
3
|
|
|
85
|
|
|
75
|
|
|
2
|
|
|
12
|
|
|
—
|
|
|
177
|
|
Currency translation adjustments
|
|
—
|
|
|
6
|
|
|
12
|
|
|
13
|
|
|
1
|
|
|
6
|
|
|
—
|
|
|
38
|
|
Acquisition accounting adjustments and reclassifications
(A)
|
|
—
|
|
|
6
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
(8
|
)
|
|
—
|
|
|
(13
|
)
|
As at 31 December 2017
|
|
—
|
|
|
(412
|
)
|
|
(820
|
)
|
|
(632
|
)
|
|
(67
|
)
|
|
(103
|
)
|
|
—
|
|
|
(2,034
|
)
|
Depreciation expense
|
|
—
|
|
|
(60
|
)
|
|
(232
|
)
|
|
(127
|
)
|
|
(18
|
)
|
|
(24
|
)
|
|
—
|
|
|
(461
|
)
|
Disposals
|
|
—
|
|
|
2
|
|
|
70
|
|
|
85
|
|
|
1
|
|
|
12
|
|
|
—
|
|
|
170
|
|
Currency translation adjustments
|
|
—
|
|
|
3
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
10
|
|
As at 31 December 2018
|
|
—
|
|
|
(467
|
)
|
|
(978
|
)
|
|
(670
|
)
|
|
(84
|
)
|
|
(116
|
)
|
|
—
|
|
|
(2,315
|
)
|
Net book value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
As at 31 December 2016
|
|
324
|
|
|
1,149
|
|
|
1,660
|
|
|
588
|
|
|
75
|
|
|
72
|
|
|
125
|
|
|
3,993
|
|
As at 31 December 2017
|
|
312
|
|
|
1,041
|
|
|
1,608
|
|
|
571
|
|
|
51
|
|
|
74
|
|
|
180
|
|
|
3,837
|
|
As at 31 December 2018
|
|
317
|
|
|
1,021
|
|
|
1,555
|
|
|
544
|
|
|
45
|
|
|
67
|
|
|
339
|
|
|
3,888
|
|
(A)
|
The fair values of the assets and liabilities acquired as part of the Merger were provisional as at 31 December 2016 due to the complexity of the acquired businesses. During 2017, the Group finalised the valuation process and adjustments were recorded based on new information obtained about facts and circumstances that existed at the date of Merger. Management concluded that the changes in the fair values from the provisional amounts disclosed in the 2016 consolidated financial statements were not material to the Group’s 2016 consolidated financial statements taken as whole. In addition, certain reclassifications between cost and accumulated depreciation were made.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
117
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Finished goods
|
|
378
|
|
|
324
|
|
Raw materials and supplies
|
|
234
|
|
|
223
|
|
Spare parts
|
|
81
|
|
|
103
|
|
Total inventories
|
|
693
|
|
|
650
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Trade accounts receivable, gross
|
|
1,671
|
|
|
1,746
|
|
Allowance for doubtful accounts
|
|
(16
|
)
|
|
(14
|
)
|
Total trade accounts receivable
|
|
1,655
|
|
|
1,732
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Not past due
|
|
1,483
|
|
|
1,561
|
|
Past due 1 - 30 days
|
|
112
|
|
|
93
|
|
Past due 31 - 60 days
|
|
8
|
|
|
44
|
|
Past due 61 - 90 days
|
|
11
|
|
|
8
|
|
Past due 91 - 120 days
|
|
11
|
|
|
10
|
|
Past due 121+ days
|
|
30
|
|
|
16
|
|
Total
|
|
1,655
|
|
|
1,732
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
118
|
|
|
Allowance for doubtful accounts
|
|
|
|
€ million
|
|
As at 31 December 2016
|
|
(14
|
)
|
Provision for impairment recognised during the year
|
|
(4
|
)
|
Receivables written off during the year as uncollectible
|
|
4
|
|
As at 31 December 2017
|
|
(14
|
)
|
Provision for impairment recognised during the year
|
|
(4
|
)
|
Receivables written off during the year as uncollectible
|
|
2
|
|
As at 31 December 2018
|
|
(16
|
)
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Cash at banks and on hand
|
|
279
|
|
|
304
|
|
Short-term deposits and securities
|
|
30
|
|
|
56
|
|
Total cash and cash equivalents
|
|
309
|
|
|
360
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Euro
|
|
185
|
|
|
248
|
|
US dollar
|
|
6
|
|
|
27
|
|
British pound
|
|
33
|
|
|
30
|
|
Norwegian krone
|
|
26
|
|
|
34
|
|
Swedish krona
|
|
44
|
|
|
8
|
|
Other
|
|
15
|
|
|
13
|
|
Total cash and cash equivalents
|
|
309
|
|
|
360
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Observable inputs other than quoted prices included in Level 1. The Group values 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.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
119
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Fair value of borrowings
|
|
5,739
|
|
|
5,953
|
|
Book value of borrowings (Note 11)
|
|
5,618
|
|
|
5,748
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Assets at fair value:
|
|
|
|
|
||
Derivatives (Note 10)
|
|
15
|
|
|
22
|
|
Liabilities at fair value:
|
|
|
|
|
||
Derivatives (Note 10)
|
|
71
|
|
|
94
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
120
|
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
Hedging instrument
|
|
Location – statement of financial position
|
|
€ million
|
|
|
€ million
|
|
Assets:
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
Non-current derivative assets
|
|
1
|
|
|
1
|
|
Foreign currency contracts
|
|
Current derivative assets
|
|
9
|
|
|
12
|
|
Commodity Contracts
|
|
Current derivative assets
|
|
3
|
|
|
—
|
|
|
|
Total
|
|
13
|
|
|
13
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
Commodity contracts
|
|
Non-current derivative assets
|
|
1
|
|
|
1
|
|
Commodity contracts
|
|
Current derivative assets
|
|
1
|
|
|
8
|
|
|
|
Total
|
|
2
|
|
|
9
|
|
Total Assets
|
|
|
|
15
|
|
|
22
|
|
Liabilities:
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
Foreign currency contracts
|
|
Non-current derivative liabilities
|
|
49
|
|
|
93
|
|
Commodity Contracts
|
|
Non-current derivative liabilities
|
|
1
|
|
|
—
|
|
Foreign currency contracts
|
|
Current derivative liabilities
|
|
1
|
|
|
—
|
|
Commodity contracts
|
|
Current derivative liabilities
|
|
17
|
|
|
—
|
|
|
|
Total
|
|
68
|
|
|
93
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
Commodity contracts
|
|
Non-current derivative liabilities
|
|
1
|
|
|
—
|
|
Commodity contracts
|
|
Current derivative liabilities
|
|
2
|
|
|
1
|
|
|
|
Total
|
|
3
|
|
|
1
|
|
Total Liabilities
|
|
|
|
71
|
|
|
94
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
121
|
|
|
Notional maturity profile
|
||||||||||
|
|
Total
|
|
|
Less than one year
|
|
|
1 to 3 years
|
|
|
3 to 5 years
|
|
Cash flow hedges
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Foreign currency
|
|
1,221
|
|
|
236
|
|
|
22
|
|
|
963
|
|
As at 31 December 2016
|
|
1,221
|
|
|
236
|
|
|
22
|
|
|
963
|
|
Foreign currency
|
|
1,214
|
|
|
196
|
|
|
526
|
|
|
492
|
|
As at 31 December 2017
|
|
1,214
|
|
|
196
|
|
|
526
|
|
|
492
|
|
Foreign currency
|
|
1,255
|
|
|
227
|
|
|
1,028
|
|
|
—
|
|
Commodity
|
|
237
|
|
|
212
|
|
|
25
|
|
|
—
|
|
As at 31 December 2018
|
|
1,492
|
|
|
439
|
|
|
1,053
|
|
|
—
|
|
|
|
|
|
Amount of gain (loss) reclassified
from the hedging reserve into profit
|
|||||||
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
Cash flow hedging instruments
|
|
Location – income statement
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Foreign currency contracts
|
|
Cost of sales
|
|
4
|
|
|
7
|
|
|
5
|
|
Foreign currency contracts
|
|
Selling and distribution expenses
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
Foreign currency contracts
(A)
|
|
Non-operating items
|
|
43
|
|
|
(123
|
)
|
|
49
|
|
Total
|
|
|
|
47
|
|
|
(116
|
)
|
|
53
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
122
|
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
Non-designated hedging instruments
|
|
Location – income statement
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Commodity contracts
|
|
Cost of sales
|
|
1
|
|
|
20
|
|
|
8
|
|
Commodity contracts
|
|
Selling and distribution expenses
|
|
—
|
|
|
(2
|
)
|
|
10
|
|
Foreign currency contracts
(A)
|
|
Non-operating items
|
|
(4
|
)
|
|
13
|
|
|
17
|
|
Total
|
|
|
|
(3
|
)
|
|
31
|
|
|
35
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
123
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Non-current:
|
|
|
|
|
||
€350 million 2.00% Notes 2019
(A)
|
|
—
|
|
|
348
|
|
US$525 million 3.50% Notes 2020
|
|
456
|
|
|
436
|
|
US$250 million 3.25% Notes 2021
|
|
216
|
|
|
206
|
|
US$300 million 4.50% Notes 2021
|
|
261
|
|
|
249
|
|
€350 million Floating Rate Note 2021
(B)
|
|
350
|
|
|
351
|
|
€700 million 0.75% Notes 2022
(C)
|
|
697
|
|
|
697
|
|
€350 million 2.63% Notes 2023
|
|
348
|
|
|
348
|
|
€500 million 1.13% Notes 2024
(C)
|
|
495
|
|
|
495
|
|
€350 million 2.38% Notes 2025
|
|
346
|
|
|
347
|
|
€250 million 2.75% Notes 2026
|
|
248
|
|
|
248
|
|
€500 million 1.75% Notes 2028
(C)
|
|
493
|
|
|
492
|
|
€400 million 1.50% Notes 2027
(D)
|
|
395
|
|
|
—
|
|
€500 million 1.88% Notes 2030
|
|
495
|
|
|
496
|
|
Term loan 2018-2021
(E)
|
|
274
|
|
|
698
|
|
Finance lease obligations
(F)
|
|
53
|
|
|
63
|
|
Total non-current borrowings
|
|
5,127
|
|
|
5,474
|
|
Current:
|
|
|
|
|
||
€350 million 2.00% Notes 2019
(A)
|
|
349
|
|
|
—
|
|
EUR commercial paper
(G)
|
|
120
|
|
|
250
|
|
Finance lease obligations
(F)
|
|
22
|
|
|
24
|
|
Total current borrowings
|
|
491
|
|
|
274
|
|
(A)
|
In December 2018, the
€350 million
2.0%
Notes due 2019 were reclassified from non-current to current borrowings.
|
(B)
|
In November 2017, the Group issued
€350 million
floating-rate notes due 2021.
|
(C)
|
To finance the return of capital to CCE shareholders in connection with the Merger, the Group issued
€2.2 billion
Eurobond notes due between
November 2017 and May 2028
. In December 2017,
€500 million
floating-rate notes matured and were paid in full.
|
(D)
|
In November 2018, the Group issued
€400 million
,
1.50%
interest rate notes due 2027.
|
(E)
|
To finance the return of capital to CCE shareholders in connection with the Merger, the Group obtained a
€1.0 billion
,
floating rate
bank term loan with annual payments due each May beginning in
2018
until
2021
. In September 2017,
€200 million
of the term loan due in
2018
and
€100 million
of the term loan due in
2021
were repaid prior to maturity. In July 2018,
€100 million
due in 2019 were repaid prior to maturity. In September 2018,
€100 million
due in 2019 and
€50 million
due in 2020 were repaid prior to maturity. In November 2018,
€100 million
due in 2020 were repaid prior to maturity. In December 2018,
€75 million
due in 2020 were repaid prior to maturity. As at 31 December 2018,
€275 million
of the term loan remains outstanding with annual repayments due between 2020 and 2021.
|
(F)
|
These amounts represent the present values of the Group’s minimum finance lease obligations.
|
(G)
|
As of 31 December 2018, the Group had
€120 million
of euro denominated commercial paper outstanding, due January 2019.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
124
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
Finance lease maturities
|
|
€ million
|
|
|
€ million
|
|
Within one year
|
|
22
|
|
|
24
|
|
After one year but not more than five years
|
|
39
|
|
|
46
|
|
More than five years
|
|
22
|
|
|
26
|
|
Total minimum lease payments
|
|
83
|
|
|
96
|
|
Amounts representing interest
(A)
|
|
(8
|
)
|
|
(9
|
)
|
Present value of minimum lease payments
|
|
75
|
|
|
87
|
|
(A)
|
Amounts representing interest related to finance lease commitments are not significant for any of the individual time periods presented above.
|
|
|
Current portion of borrowings
|
|
|
Borrowings, less current portion
|
|
|
Total
|
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
As at 31 December 2016
|
|
875
|
|
|
5,562
|
|
|
6,437
|
|
|
Changes from financing cash flows
|
|
|
|
|
|
|
|
|||
Proceeds from third party borrowings, net of issuance costs
|
|
—
|
|
—
|
|
350
|
|
|
350
|
|
Changes in short-term borrowings
|
|
250
|
|
|
—
|
|
|
250
|
|
|
Repayments on third party borrowings
|
|
(850
|
)
|
—
|
|
(310
|
)
|
|
(1,160
|
)
|
Repayments on third party borrowings; finance leases
|
|
(1
|
)
|
|
(19
|
)
|
|
(20
|
)
|
|
Capitalised discount/premium
|
|
—
|
|
|
2
|
|
|
2
|
|
|
Other non-cash changes
|
|
|
|
|
|
|
|
|||
Amortisation of discount, premium and issue costs
|
|
—
|
|
|
8
|
|
|
8
|
|
|
Finance lease additions and other
|
|
—
|
|
|
5
|
|
|
5
|
|
|
Currency translation
|
|
—
|
|
|
(124
|
)
|
|
(124
|
)
|
|
Total changes
|
|
(601
|
)
|
|
(88
|
)
|
|
(689
|
)
|
|
As at 31 December 2017
|
|
274
|
|
|
5,474
|
|
|
5,748
|
|
|
Changes from financing cash flows
|
|
|
|
|
|
|
||||
Proceeds from third party borrowings, net of issuance costs
|
|
—
|
|
—
|
|
398
|
|
|
398
|
|
Changes in short-term borrowings
|
|
(131
|
)
|
|
—
|
|
|
(131
|
)
|
|
Repayments on third party borrowings
|
|
—
|
|
—
|
|
(426
|
)
|
|
(426
|
)
|
Repayments on third party borrowings; finance leases
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
Capitalised discount/premium
|
|
—
|
|
—
|
|
(2
|
)
|
|
(2
|
)
|
Other financing activities
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
Other non-cash changes
|
|
|
|
|
|
|
||||
Amortisation of discount, premium and issue costs
|
|
—
|
|
|
8
|
|
|
8
|
|
|
Finance lease additions and other
|
|
1
|
|
|
5
|
|
|
6
|
|
|
Currency translation
|
|
1
|
|
|
42
|
|
|
43
|
|
|
Reclassifications
|
|
364
|
|
|
(364
|
)
|
|
—
|
|
|
Total changes
|
|
217
|
|
|
(347
|
)
|
|
(130
|
)
|
|
As at 31 December 2018
|
|
491
|
|
|
5,127
|
|
|
5,618
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
125
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Trade accounts payable
|
|
1,105
|
|
|
1,057
|
|
Accrued customer marketing costs
|
|
753
|
|
|
648
|
|
Accrued deposits
|
|
282
|
|
|
266
|
|
Accrued compensation and benefits
|
|
269
|
|
|
249
|
|
Accrued taxes
|
|
273
|
|
|
167
|
|
Other accrued expenses
|
|
146
|
|
|
146
|
|
Total trade and other payables
|
|
2,828
|
|
|
2,533
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
€ million
|
|
|
€ million
|
|
Retirement benefit obligation
|
89
|
|
|
95
|
|
Other employee benefit liabilities
|
53
|
|
|
67
|
|
Total non-current employee benefit liabilities
|
142
|
|
|
162
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
126
|
•
|
Asset volatility - the plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this yield, a deficit would occur. Some of our plans hold a significant proportion of growth assets (equities and property) which, though expected to outperform corporate bonds in the long term, create volatility and risk in the short term. The allocation to growth assets is monitored to ensure it remains appropriate given each scheme’s long-term objectives.
|
•
|
Changes in bond yields - a decrease in corporate bond yields will increase the defined benefit liability, although this will be partially offset by an increase in the value of the plan’s bond holdings.
|
•
|
Inflation risk - a significant proportion of our benefit obligations are linked to inflation and higher inflation will lead to higher liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect against extreme inflation). The majority of the assets are either unaffected by or only loosely correlated with inflation, meaning that an increase in inflation will also increase the deficit.
|
•
|
Life expectancy - the majority of our plans have an obligation to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the defined benefit liabilities.
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Service cost
|
|
52
|
|
|
53
|
|
|
49
|
|
Past service cost
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
Net interest cost (income)
|
|
1
|
|
|
3
|
|
|
2
|
|
Administrative expenses
|
|
2
|
|
|
2
|
|
|
2
|
|
Total cost
|
|
55
|
|
|
55
|
|
|
53
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Actuarial (gain)/loss on defined benefit obligation arising during the period
|
|
(120
|
)
|
|
30
|
|
|
248
|
|
Return on plan assets (greater)/less than discount rate
|
|
118
|
|
|
(121
|
)
|
|
(183
|
)
|
Net charge to other comprehensive income
|
|
(2
|
)
|
|
(91
|
)
|
|
65
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
127
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Reconciliation of benefit obligation:
|
|
|
|
|
||
Benefit obligation at beginning of plan year
|
|
1,969
|
|
|
1,947
|
|
Service cost
|
|
52
|
|
|
53
|
|
Past service cost
|
|
—
|
|
|
(3
|
)
|
Interest costs on defined benefit obligation
|
|
42
|
|
|
43
|
|
Plan participants contribution
|
|
47
|
|
|
45
|
|
Actuarial loss/(gain) - experience
|
|
(5
|
)
|
|
5
|
|
Actuarial loss/(gain) - demographic assumptions
|
|
(35
|
)
|
|
—
|
|
Actuarial loss/(gain) - financial assumptions
|
|
(80
|
)
|
|
25
|
|
Benefit payments
|
|
(110
|
)
|
|
(90
|
)
|
Administrative expenses
|
|
2
|
|
|
2
|
|
Currency translation adjustments
|
|
(10
|
)
|
|
(50
|
)
|
Settlements
|
|
—
|
|
|
(8
|
)
|
Benefit obligation at end of plan year
|
|
1,872
|
|
|
1,969
|
|
Reconciliation of fair value of plan assets:
|
|
|
|
|
||
Fair value of plan assets at beginning of plan year
|
|
1,898
|
|
|
1,779
|
|
Interest income on plan assets
|
|
41
|
|
|
40
|
|
Return on plan assets greater/(less)
than discount rate
|
|
(118
|
)
|
|
121
|
|
Plan participants contributions
|
|
47
|
|
|
45
|
|
Employer contributions
|
|
56
|
|
|
58
|
|
Benefit payments
|
|
(110
|
)
|
|
(90
|
)
|
Currency translation adjustment
|
|
(10
|
)
|
|
(48
|
)
|
Settlements
|
|
—
|
|
|
(7
|
)
|
Fair value of plan assets at end of plan year
|
|
1,804
|
|
|
1,898
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Net benefit status:
|
|
|
|
|
||
Present value of obligation
|
|
(1,872
|
)
|
|
(1,969
|
)
|
Fair value of assets
|
|
1,804
|
|
|
1,898
|
|
Net benefit status:
|
|
(68
|
)
|
|
(71
|
)
|
Retirement benefit surplus
|
|
21
|
|
|
24
|
|
Retirement benefit obligation
|
|
(89
|
)
|
|
(95
|
)
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
128
|
|
31 December 2018
|
31 December 2017
|
Financial assumptions
|
%
|
%
|
Discount rate
|
2.5
|
2.3
|
Rate of compensation increase
|
3.1
|
3.1
|
Rate of price inflation
|
2.9
|
2.9
|
Demographic assumptions (weighted average)
(A)
|
|
31 December 2018
|
|
|
31 December 2017
|
|
Retiring at the end of the reporting period
|
|
|
|
|
||
Male
|
|
21.3
|
|
|
21.4
|
|
Female
|
|
23.9
|
|
|
24.3
|
|
Retiring 15 years after the end of the reporting period
|
|
|
|
|
||
Male
|
|
22.3
|
|
|
22.7
|
|
Female
|
|
25.0
|
|
|
25.6
|
|
(A)
|
These assumptions translate into an average life expectancy in years, post retirement, for an employee retiring at age
65
.
|
|
Change in assumption
|
|
|
Impact on defined benefit obligation (%)
|
||||||||||
|
|
Increase in assumption
|
|
Decrease in assumption
|
||||||||||
Principal assumptions
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
||
Discount rate
|
0.5
|
%
|
|
(8.6
|
)
|
|
(9.1
|
)
|
|
9.8
|
|
|
10.6
|
|
Rate of compensation increase
|
0.5
|
%
|
|
2.4
|
|
|
2.6
|
|
|
(2.2
|
)
|
|
(2.4
|
)
|
Rate of price inflation
|
0.5
|
%
|
|
8.1
|
|
|
8.9
|
|
|
(6.6
|
)
|
|
(7.8
|
)
|
Mortality rates
|
1 year
|
|
|
2.9
|
|
|
2.5
|
|
|
(3.0
|
)
|
|
(2.4
|
)
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
129
|
|
|
Total
31 December 2018
|
|
|
Investments quoted in active markets
|
|
|
Unquoted investments
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Equity securities:
(A)
|
|
|
|
|
|
|
|||
US equities
|
|
201
|
|
|
201
|
|
|
—
|
|
Non-US equities
|
|
626
|
|
|
626
|
|
|
—
|
|
Fixed-income securities:
(B)
|
|
|
|
|
|
|
|||
Corporate bonds and notes
|
|
67
|
|
|
43
|
|
|
24
|
|
Government bonds
|
|
384
|
|
|
384
|
|
|
—
|
|
Cash and other short-term investments
(C)
|
|
7
|
|
|
7
|
|
|
—
|
|
Other investments:
|
|
|
|
|
|
|
|||
Real estate funds
(D)
|
|
293
|
|
|
27
|
|
|
266
|
|
Insurance contracts
(E)
|
|
226
|
|
|
—
|
|
|
226
|
|
|
|
1,804
|
|
|
1,288
|
|
|
516
|
|
|
|
Total
31 December 2017
|
|
|
Investments quoted in active markets
|
|
|
Unquoted investments
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Equity securities:
(A)
|
|
|
|
|
|
|
|||
US equities
|
|
226
|
|
|
226
|
|
|
—
|
|
Non-US equities
|
|
749
|
|
|
693
|
|
|
56
|
|
Fixed-income securities:
(B)
|
|
|
|
|
|
|
|||
Corporate bonds and notes
|
|
60
|
|
|
34
|
|
|
26
|
|
Government bonds
|
|
409
|
|
|
387
|
|
|
22
|
|
Cash and other short-term investments
(C)
|
|
10
|
|
|
5
|
|
|
5
|
|
Other investments:
|
|
|
|
|
|
|
|||
Real estate funds
(D)
|
|
226
|
|
|
14
|
|
|
212
|
|
Insurance contracts
(E)
|
|
218
|
|
|
—
|
|
|
218
|
|
|
|
1,898
|
|
|
1,359
|
|
|
539
|
|
(A)
|
Equity securities are comprised of the following investment types: (1) ordinary shares; (2) preference shares; and (3) common trust funds and collective funds. Investments in ordinary and preference shares are valued using quoted market prices multiplied by the number of shares owned. Investments in common trust funds and collective funds are valued at the net asset value per share, which is calculated based on the underlying quoted investments market price, multiplied by the number of shares held as of the measurement date.
|
(B)
|
Investments other than those held in common trust funds and collective funds are valued utilising a market approach. The value of such assets is primarily sourced from broker quotes in active markets. Bonds are held mainly in the currency of the geography of the plan.
|
(C)
|
Cash and other short-term investments are valued at €
1.00
/unit, which approximates fair value. Amounts are generally invested in cash, actively managed common trust funds or interest bearing accounts.
|
(D)
|
Real estate funds, mainly related to the GB Scheme, are valued at the net asset value per share. For quoted funds, the calculation is based on the underlying quoted investments market price, multiplied by the number of shares held as of the measurement date. For unquoted funds, this is calculated using the most recent partnership financial reports, adjusted, as appropriate, for any lag between the date of the financial reports and the measurement date (as of
31 December 2018
, it is not probable that these investments will be sold at an amount other than net asset value).
|
(E)
|
Insurance contracts exactly match the amount and timing of certain benefits, therefore the fair value of these insurance policies is deemed to be the present value of the related obligations. The significant majority of these are reinsurance contracts relating to benefit arrangements in Germany.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
130
|
|
|
Number of shares
|
|
|
Share Capital
|
|
|
|
millions
|
|
|
€ million
|
|
As at 1 January 2016
|
|
227
|
|
|
3
|
|
Shares utilised for share-based payments prior to Merger
|
|
1
|
|
|
—
|
|
Cancellation of CCE shares
|
|
(228
|
)
|
|
(3
|
)
|
Issuance of CCEP shares in consideration for CCIP and CCEG
|
|
254
|
|
|
3
|
|
Group reconstruction transaction
|
|
228
|
|
|
2
|
|
Issuances of shares post-Merger
|
|
1
|
|
|
—
|
|
As at 31 December 2016
|
|
483
|
|
|
5
|
|
Issuance of shares
|
|
2
|
|
|
—
|
|
As at 31 December 2017
|
|
485
|
|
|
5
|
|
Issuance of shares
|
|
3
|
|
|
—
|
|
Cancellation of shares
|
|
(13
|
)
|
|
—
|
|
As at 31 December 2018
|
|
475
|
|
|
5
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
131
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Cash flow hedge reserve
|
|
(26
|
)
|
|
(12
|
)
|
|
(12
|
)
|
Net investment hedge reserve
|
|
197
|
|
|
197
|
|
|
170
|
|
Foreign currency translation adjustment reserve
|
|
(723
|
)
|
|
(688
|
)
|
|
(577
|
)
|
Total other reserves
|
|
(552
|
)
|
|
(503
|
)
|
|
(419
|
)
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Quarter 1 dividend for 2018: €0.26 per share (2017: €0.17 per share, 2016: $0.30 per share)
|
|
126
|
|
|
82
|
|
|
61
|
|
Quarter 2 dividend for 2018: €0.26 per share (2017: two payments for €0.21 per share, 2016: $0.30 per share)
|
|
126
|
|
|
204
|
|
|
61
|
|
Quarter 3 dividend for 2018: €0.26 per share (2017: €0.21 per share, 2016: none)
|
|
127
|
|
|
102
|
|
|
—
|
|
Quarter 4 dividend for 2018: €0.28 per share (2017: €0.21 per share, 2016: €0.17 per share)
|
|
134
|
|
|
101
|
|
|
82
|
|
Total dividend on ordinary shares paid
|
|
513
|
|
|
489
|
|
|
204
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
132
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Cost of inventory recognised as an expense
|
|
4,901
|
|
|
5,021
|
|
|
4,194
|
|
Write-down of inventories (Note 6)
|
|
23
|
|
|
25
|
|
|
28
|
|
Employee costs
(A)
|
|
1,768
|
|
|
1,719
|
|
|
1,411
|
|
Distribution costs
|
|
637
|
|
|
595
|
|
|
514
|
|
Depreciation of property, plant and equipment, excluding restructuring
|
|
446
|
|
|
426
|
|
|
321
|
|
Amortisation of intangible assets (Note 4)
|
|
51
|
|
|
47
|
|
|
39
|
|
Out of period mark-to-market effects on undesignated derivatives
|
|
8
|
|
|
(6
|
)
|
|
(35
|
)
|
Merger related costs
|
|
—
|
|
|
4
|
|
|
126
|
|
Restructuring charges, including accelerated depreciation
(B)
|
|
274
|
|
|
235
|
|
|
286
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
(A) Employee Costs
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Wages and salaries
|
|
1,360
|
|
|
1,317
|
|
|
1,059
|
|
Social security costs
|
|
290
|
|
|
290
|
|
|
234
|
|
Pension and other employee benefits
|
|
118
|
|
|
112
|
|
|
118
|
|
Total staff costs
|
|
1,768
|
|
|
1,719
|
|
|
1,411
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
No. in thousands
|
|
|
No. in thousands
|
|
|
No. in thousands
|
|
Commercial
|
|
7.7
|
|
|
7.7
|
|
|
6.1
|
|
Supply chain
|
|
13.1
|
|
|
13.5
|
|
|
10.8
|
|
Support functions
|
|
2.7
|
|
|
2.3
|
|
|
2.2
|
|
Total average staff employed
|
|
23.5
|
|
|
23.5
|
|
|
19.1
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
(B)
Restructuring
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Increase in provision for restructuring programmes (Note 20)
|
|
236
|
|
|
186
|
|
|
260
|
|
Amount of provision reversed unused (Note 20)
|
|
(23
|
)
|
|
(22
|
)
|
|
(6
|
)
|
Accelerated depreciation and
non-cash costs
|
|
22
|
|
|
33
|
|
|
24
|
|
Other cash costs
(A)
|
|
39
|
|
|
38
|
|
|
8
|
|
Total
|
|
274
|
|
|
235
|
|
|
286
|
|
(A)
|
Other cash costs primarily relate to professional fees, which includes consultancy costs, legal fees, and other costs associated with restructuring.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
133
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Audit of parent company and consolidated financial statements
(A)
|
|
2,401
|
|
|
2,383
|
|
|
4,932
|
|
Audit of the company’s subsidiaries
|
|
3,719
|
|
|
4,167
|
|
|
3,800
|
|
Total audit
|
|
6,120
|
|
|
6,550
|
|
|
8,732
|
|
Audit related assurance services
(B)
|
|
976
|
|
|
1,187
|
|
|
1,512
|
|
Other assurance services
|
|
101
|
|
|
115
|
|
|
138
|
|
Total audit and audit-related assurance services
|
|
7,197
|
|
|
7,852
|
|
|
10,382
|
|
Taxation advisory services
(C)
|
|
—
|
|
|
—
|
|
|
508
|
|
All other services
(D)
|
|
1,180
|
|
|
90
|
|
|
3
|
|
Total non-audit or non-audit-related assurance services
|
|
1,180
|
|
|
90
|
|
|
511
|
|
Total audit and all other fees
|
|
8,377
|
|
|
7,942
|
|
|
10,893
|
|
(A)
|
Fees in respect of the audit of the accounts of CCEP plc (and its predecessor CCE, Inc.), including the Group's
consolidated financial statements
.
|
(B)
|
Includes professional fees for interim reviews, reporting on internal financial controls, services related to the transaction entered into with CCE, TCCC, CCIP and CCEG, IFRS advisory services, issuance of comfort letters for debt issuances, certain accounting consultations and other attest engagements.
|
(C)
|
Includes fees for tax advisory services related to tax advice provided in conjunction with the Merger transaction and its related US tax implications and tax advisory services, including transfer pricing and VAT advisory work, in the Company’s subsidiaries.
|
(D)
|
Represents fees for all other allowable services.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
134
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Interest income
(A)
|
|
47
|
|
|
48
|
|
|
31
|
|
Interest expense on external debt
(A)
|
|
(134
|
)
|
|
(141
|
)
|
|
(145
|
)
|
Other finance costs
(B)
|
|
(6
|
)
|
|
(7
|
)
|
|
(9
|
)
|
Total finance costs
|
|
(140
|
)
|
|
(148
|
)
|
|
(154
|
)
|
Total finance costs, net
|
|
(93
|
)
|
|
(100
|
)
|
|
(123
|
)
|
(A)
|
Includes interest income and expense amounts, as applicable, on cross currency swaps used to hedge USD debt. Interest swap income amounts to
€34 million
,
€36 million
and
€23 million
for
2018
,
2017
and
2016
, respectively. Refer to
Note 10
for further details.
|
(B)
|
Other finance costs principally include amortisation of the discount on external debt and interest expense on finance leases.
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Amounts affecting revenue
(A)
|
|
59
|
|
|
61
|
|
|
44
|
|
Amounts affecting cost of sales
(B)
|
|
(2,860
|
)
|
|
(2,829
|
)
|
|
(2,227
|
)
|
Amounts affecting operating expenses
(C)
|
|
(18
|
)
|
|
(1
|
)
|
|
1
|
|
Total net amount affecting the consolidated income statement
|
|
(2,819
|
)
|
|
(2,769
|
)
|
|
(2,182
|
)
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
135
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Amounts due from TCCC
|
|
101
|
|
|
71
|
|
Amounts payable to TCCC
|
|
166
|
|
|
162
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Amounts affecting revenue
(A)
|
|
3
|
|
|
3
|
|
|
5
|
|
Amounts affecting cost of sales
(B)
|
|
(85
|
)
|
|
(80
|
)
|
|
(43
|
)
|
Amounts affecting operating expenses
(C)
|
|
(14
|
)
|
|
(16
|
)
|
|
(9
|
)
|
Total net amount affecting the consolidated income statement
|
|
(96
|
)
|
|
(93
|
)
|
|
(47
|
)
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ million
|
|
|
€ million
|
|
Amounts due from Cobega
|
|
6
|
|
|
4
|
|
Amounts payable to Cobega
|
|
25
|
|
|
16
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Salaries and other short-term employee benefits
(A)
|
|
23
|
|
|
18
|
|
|
20
|
|
Post-employment benefits
|
|
1
|
|
|
1
|
|
|
1
|
|
Share-based payments
|
|
9
|
|
|
8
|
|
|
20
|
|
Termination benefits
|
|
—
|
|
|
—
|
|
|
10
|
|
Total
|
|
33
|
|
|
27
|
|
|
51
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
136
|
•
|
when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
|
•
|
in respect of taxable temporary differences associated with investments in subsidiaries, branches and associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled by the Group and it is probable that the temporary differences will not reverse in the foreseeable future.
|
•
|
when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
|
•
|
in respect of deductible temporary differences associated with investments in subsidiaries, branches and associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Current income tax:
|
|
|
|
|
|
|||
Current income tax charge
|
315
|
|
|
294
|
|
|
242
|
|
Adjustment in respect of current income tax from prior periods
|
4
|
|
|
—
|
|
|
24
|
|
Total current tax
|
319
|
|
|
294
|
|
|
266
|
|
Deferred tax:
|
|
|
|
|
|
|||
Relating to the origination and reversal of temporary differences
|
21
|
|
|
196
|
|
|
(56
|
)
|
Adjustment in respect of deferred income tax from prior periods
|
(6
|
)
|
|
(3
|
)
|
|
3
|
|
Relating to changes in tax rates or the imposition of new taxes
|
(38
|
)
|
|
(16
|
)
|
|
(43
|
)
|
Total deferred tax
|
(23
|
)
|
|
177
|
|
|
(96
|
)
|
Income tax charge per the income statement
|
296
|
|
|
471
|
|
|
170
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
137
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Taxes charged (credited) to OCI:
|
|
|
|
|
|
|
|||
Deferred tax on net gain/loss on revaluation of cash flow hedges
|
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
Deferred tax on net gain/loss on net investment hedges
|
|
(41
|
)
|
|
(27
|
)
|
|
(22
|
)
|
Current tax on net gain/loss on net investment hedges
|
|
41
|
|
|
—
|
|
|
—
|
|
Deferred tax on net gain/loss on pension plan remeasurements
|
|
—
|
|
|
18
|
|
|
(14
|
)
|
Total taxes charged (credited) to OCI
|
|
(3
|
)
|
|
(9
|
)
|
|
(38
|
)
|
Taxes charged (credited) to equity:
|
|
|
|
|
|
|
|||
Deferred tax charge (credit): share based compensation
|
|
12
|
|
|
(12
|
)
|
|
(5
|
)
|
Current tax charge (credit): share based compensation
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
Total taxes charged (credited) to equity
|
|
7
|
|
|
(14
|
)
|
|
(5
|
)
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Accounting profit before tax from continuing operations
|
|
1,205
|
|
|
1,159
|
|
|
719
|
|
|
|
|
|
|
|
|
|||
Tax expense at the UK statutory rate
|
|
229
|
|
|
223
|
|
|
144
|
|
Taxation of foreign operations, net
(A)
|
|
81
|
|
|
86
|
|
|
(11
|
)
|
Non-deductible expense items for tax purposes
(B)
|
|
30
|
|
|
7
|
|
|
13
|
|
Non-deductible transaction costs
|
|
—
|
|
|
—
|
|
|
10
|
|
Rate and law change benefit, net
(C)(D)(E)(F)(G)(H)(I)
|
|
(38
|
)
|
|
(16
|
)
|
|
(43
|
)
|
Deferred taxes not recognised
(J)
|
|
(4
|
)
|
|
174
|
|
|
30
|
|
Adjustment in respect of prior periods
(K)
|
|
(2
|
)
|
|
(3
|
)
|
|
27
|
|
Total provision for income taxes
|
|
296
|
|
|
471
|
|
|
170
|
|
(A)
|
This reflects the impact, net of income tax contingencies, of having operations outside the UK, which are taxed at rates other than the statutory UK rate of
19%
(2017:
19.25%
, 2016:
20%
), with the benefit of some income being fully or partially exempt from income taxes due to various operating and financing activities. In 2017, the amount also includes a net
€125 million
charge related to the deemed repatriation of profits to the US under the Tax Cuts and Jobs Act of 2017 (the US Tax Act).
|
(B)
|
In 2018, includes a
€24 million
charge from a change in tax basis in the year as a result of the simplification of our debt and capital structure following the US Tax Act.
|
(C)
|
In 2018, the Basque territory enacted a law change which reduced the rate of tax from
28%
in prior years, to
26%
in 2018 and
24%
from 2019. Additionally the rules relating to the use of tax credits changed. The Group recognised a deferred tax benefit of
€23 million
to reflect the impact of this change.
|
(D)
|
In December 2018, the Netherlands enacted an incremental corporate income tax rate reduction from
25%
, ultimately reaching
20.5%
, effective 1 January 2021. As a result, the Group recognised a deferred tax benefit of
€9 million
to reflect the impact of this change.
|
(E)
|
In June 2018, Sweden enacted an incremental corporate income tax rate reduction from
22%
, ultimately reaching
20.6%
, effective 1 January 2021. As a result, the Group recognised a deferred tax benefit of
€5 million
to reflect the impact of this change.
|
(G)
|
During the second half of 2016, France enacted a corporate income tax rate reduction from
33.33%
to
28%
effective for tax years beginning on or after 1 January 2018. As a result, the Group recognised a deferred tax benefit of
€28 million
during the second half of 2016 to reflect the impact of this change. In December 2017, France enacted a further incremental corporate income tax rate reduction, ultimately reaching
25%
effective 1 January 2022. In 2017, the Group recognised a deferred tax benefit of
€11 million
to reflect the impact of this change.
|
(H)
|
In December 2017, Belgium enacted an incremental corporate income tax rate reduction from
34%
, ultimately reaching
25%
, effective 1 January 2020. As a result, the Group recognised a deferred tax benefit of
€20 million
to reflect the impact of this change.
|
(I)
|
During the second half of 2016, the UK enacted a corporate income tax rate reduction of
1%
effective 1 April 2020. As a result, the Group recognised a deferred tax benefit of
€14 million
during the second half of 2016 to reflect the impact of this change.
|
(K)
|
In 2018, the adjustment in respect of prior periods includes a charge of
€11 million
to true up the estimated impact of changes to the US tax system enacted under the US Tax Act.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
138
|
|
|
Franchise and other intangible assets
|
|
|
Property, plant and equipment
|
|
|
Financial assets and liabilities
|
|
|
Tax losses
|
|
|
Employee and retiree benefit accruals
|
|
|
Tax credits
|
|
|
Other, net
|
|
|
Total, net
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
31 December 2016
|
|
1,980
|
|
|
318
|
|
|
80
|
|
|
(72
|
)
|
|
(124
|
)
|
|
(258
|
)
|
|
50
|
|
|
1,974
|
|
Amount charged/(credited) to income statement (excluding effect of tax rate changes)
|
|
2
|
|
|
(21
|
)
|
|
(12
|
)
|
|
45
|
|
|
20
|
|
|
165
|
|
|
(6
|
)
|
|
193
|
|
Effect of tax rate changes on income statement
|
|
(33
|
)
|
|
(13
|
)
|
|
3
|
|
|
8
|
|
|
14
|
|
|
—
|
|
|
5
|
|
|
(16
|
)
|
Amounts charged/(credited) directly to OCI (excluding effect of tax rate changes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
Effect of tax rate changes on OCI
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
Amount charged/(credited) to equity (excluding effect of tax rate changes)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
Effect of tax rate changes on equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
Acquired through business combinations
|
|
63
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
46
|
|
|
(7
|
)
|
|
55
|
|
Balance sheet reclassifications
|
|
(2
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Effect of movements in foreign exchange
|
|
(13
|
)
|
|
(4
|
)
|
|
(13
|
)
|
|
5
|
|
|
3
|
|
|
19
|
|
|
(1
|
)
|
|
(4
|
)
|
As at 31 December 2017
|
|
1,997
|
|
|
237
|
|
|
31
|
|
|
(14
|
)
|
|
(83
|
)
|
|
(28
|
)
|
|
41
|
|
|
2,181
|
|
Amount charged/(credited) to income statement (excluding effect of tax rate changes)
|
|
(3
|
)
|
|
(23
|
)
|
|
28
|
|
|
10
|
|
|
(9
|
)
|
|
11
|
|
|
1
|
|
|
15
|
|
Effect of tax rate changes on income statement
|
|
(40
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|
(38
|
)
|
Amounts charged/(credited) directly to OCI
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
Amount charged/(credited) to equity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
12
|
|
Effect of movements in foreign exchange
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
As at 31 December 2018
|
|
1,949
|
|
|
212
|
|
|
15
|
|
|
(4
|
)
|
|
(81
|
)
|
|
(12
|
)
|
|
41
|
|
|
2,120
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
139
|
•
|
A deemed repatriation book tax charge of €
156 million
, net of foreign tax credits. As part of the transition from a worldwide taxation to a territorial taxation system, the US Tax Act imposed a one-off transition tax on unrepatriated earnings of US entities with investments in foreign entities. For the Group, this impact represented a book tax expense and will not result in additional cash taxes.
|
•
|
A €
167 million
reduction in deferred tax assets recognised due to the repeal of the foreign tax credit system. The Group has determined that its foreign tax credits brought forward will not be fully utilised going forward and as such has reduced its deferred tax assets accordingly.
|
•
|
An €
8 million
net reduction in deferred tax liabilities as a result of the reduction in the US corporate income tax rate from
35%
to
21%
with effect from 1 January 2018. Based on the backward tracing requirements of IAS 12, the Group recognised a deferred tax benefit of
€27 million
in other comprehensive income, an €
11 million
unfavourable adjustment to equity, and a deferred tax book expense of €
8 million
.
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
|
Shares
|
|
|
Average exercise price
|
|
|
Shares
|
|
|
Average exercise price
|
|
|
Shares
|
|
|
Average exercise price
|
|
|
thousands
|
|
|
US$
|
|
|
thousands
|
|
|
US$
|
|
|
thousands
|
|
|
US$
|
|
Outstanding at beginning of year
|
8,579
|
|
|
23.58
|
|
|
9,435
|
|
|
23.03
|
|
|
8,136
|
|
|
29.17
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Exercised
|
(2,037
|
)
|
|
14.16
|
|
|
(842
|
)
|
|
17.48
|
|
|
(1,347
|
)
|
|
14.61
|
|
Forfeited, expired or cancelled
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
24.61
|
|
|
(12
|
)
|
|
32.22
|
|
Adjustment for option conversion
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2,658
|
|
|
37.05
|
|
Outstanding at end of year
|
6,542
|
|
|
26.51
|
|
|
8,579
|
|
|
23.58
|
|
|
9,435
|
|
|
23.03
|
|
Options exercisable at end of year
|
6,542
|
|
|
26.51
|
|
|
8,417
|
|
|
23.28
|
|
|
8,701
|
|
|
21.77
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
140
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
Range of exercise prices
|
Options
outstanding
|
|
|
Weighted
average
remaining life
|
|
Options
outstanding |
|
|
Weighted
average
remaining life
|
|
Options
outstanding |
|
|
Weighted
average remaining life |
US$
|
thousands
|
|
|
years
|
|
thousands
|
|
|
years
|
|
thousands
|
|
|
years
|
5.00 to 15.00
|
713
|
|
|
0.84
|
|
1,987
|
|
|
1.37
|
|
2,532
|
|
|
2.09
|
15.01 to 25.00
|
2,459
|
|
|
2.94
|
|
2,882
|
|
|
3.98
|
|
3,060
|
|
|
5.01
|
25.01 to 40.00
|
3,370
|
|
|
5.84
|
|
3,710
|
|
|
6.85
|
|
3,843
|
|
|
7.83
|
|
6,542
|
|
|
4.21
|
|
8,579
|
|
|
4.62
|
|
9,435
|
|
|
5.37
|
Restricted Stock Units
|
|
2018
|
|
|
2017
|
|
Grant date fair value - service conditions (US$)
|
|
41.62
|
|
|
38.95
|
|
Grant date fair value - service and performance conditions (US$)
|
|
41.76
|
|
|
37.78
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
141
|
|
|
Restructuring provision
|
|
|
Decommissioning provision
|
|
|
Other
provisions
(A)
|
|
|
Total
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
As at 31 December 2016
|
|
289
|
|
|
12
|
|
|
9
|
|
|
310
|
|
Charged/(credited) to profit or loss:
|
|
|
|
|
|
|
|
|
||||
Additional provisions recognised
|
|
186
|
|
|
1
|
|
|
9
|
|
|
196
|
|
Unused amounts reversed
|
|
(22
|
)
|
|
—
|
|
|
(3
|
)
|
|
(25
|
)
|
Utilised during the period
|
|
(238
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(241
|
)
|
Translation
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
As at 31 December 2017
|
|
216
|
|
|
13
|
|
|
13
|
|
|
242
|
|
Charged/(credited) to profit or loss:
|
|
|
|
|
|
|
|
|
||||
Additional provisions recognised
|
|
236
|
|
|
4
|
|
|
2
|
|
|
242
|
|
Unused amounts reversed
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
Utilised during the period
|
|
(206
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
(209
|
)
|
As at 31 December 2018
|
|
223
|
|
|
16
|
|
|
13
|
|
|
252
|
|
Non-current
|
|
99
|
|
|
16
|
|
|
4
|
|
|
119
|
|
Current
|
|
124
|
|
|
—
|
|
|
9
|
|
|
133
|
|
As at 31 December 2018
|
|
223
|
|
|
16
|
|
|
13
|
|
|
252
|
|
(A)
|
Other provisions primarily relate to property tax assessment provisions and legal reserves and are not considered material to these financial statements.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
142
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
Operating lease maturities
|
|
€ million
|
|
|
€ million
|
|
Within one year
|
|
94
|
|
|
90
|
|
After one year but not more than five years
|
|
169
|
|
|
163
|
|
More than five years
|
|
37
|
|
|
37
|
|
Total minimum lease payments
|
|
300
|
|
|
290
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
143
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
Other current assets
|
|
€ million
|
|
|
€ million
|
|
Prepayments
|
|
47
|
|
|
45
|
|
VAT receivables
|
|
17
|
|
|
273
|
|
Miscellaneous receivables
|
|
114
|
|
|
124
|
|
Assets held for sale
|
|
15
|
|
|
10
|
|
Total other current assets
|
|
193
|
|
|
452
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
Other non-current assets
|
|
€ million
|
|
|
€ million
|
|
VAT receivables
|
|
318
|
|
|
—
|
|
Retirement benefit surplus
|
|
21
|
|
|
24
|
|
Other
|
|
57
|
|
|
57
|
|
Total other non-current assets
|
|
396
|
|
|
81
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
144
|
|
|
Change in currency rate
|
|
€ strengthens against US$
|
|
|
€ weakens against US$
|
|
Effect on profit before tax and pre-tax equity
|
|
%
|
|
€ million
|
|
|
€ million
|
|
Year ended 31 December 2018
|
|
10
|
|
85
|
|
|
(93
|
)
|
Year ended 31 December 2017
|
|
10
|
|
81
|
|
|
(89
|
)
|
Year ended 31 December 2016
|
|
10
|
|
92
|
|
|
(101
|
)
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
145
|
|
|
Total
|
|
|
Less than 1 year
|
|
|
1 to 3 years
|
|
|
3 to 5 years
|
|
|
More than 5 years
|
|
Financial liabilities
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
31 December 2018
|
|
|
|
|
|
|
|
|
|
|
|||||
Trade accounts payable
|
|
2,327
|
|
|
2,327
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amounts payable to related parties
|
|
191
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Borrowings
|
|
5,626
|
|
|
491
|
|
|
1,584
|
|
|
1,057
|
|
|
2,494
|
|
Derivatives
|
|
71
|
|
|
20
|
|
|
51
|
|
|
—
|
|
|
—
|
|
Total financial liabilities
|
|
8,215
|
|
|
3,029
|
|
|
1,635
|
|
|
1,057
|
|
|
2,494
|
|
31 December 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade accounts payable
|
|
2,282
|
|
|
2,282
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Amounts payable to related parties
|
|
178
|
|
|
178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Borrowings
|
|
5,792
|
|
|
274
|
|
|
1,320
|
|
|
1,722
|
|
|
2,476
|
|
Derivatives
|
|
94
|
|
|
1
|
|
|
93
|
|
|
—
|
|
|
—
|
|
Total financial liabilities
|
|
8,346
|
|
|
2,735
|
|
|
1,413
|
|
|
1,722
|
|
|
2,476
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
146
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
147
|
•
|
Determine current service cost for the remainder of the period after the plan amendment, curtailment or settlement, using the actuarial assumptions used to remeasure the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event.
|
•
|
Determine net interest for the remainder of the period after the plan amendment, curtailment or settlement using: the net defined benefit liability (asset) reflecting the benefits offered under the plan and the plan assets after that event and the discount rate used to remeasure that net defined benefit liability (asset).
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
148
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
149
|
Name
|
Country of incorporation
|
% equity interest
|
Registered address
|
Coca-Cola European Partners Services Bulgaria EOOD
|
Bulgaria
|
100%
|
48, Sitnyakovo Blvd, Serdika Center, Office Building, floor 5, 1505 (Sofia)
|
Coca-Cola European Partners Services Europe Limited
|
United Kingdom
|
100%
|
Pemberton House, Bakers Road, Uxbridge, UB8 1EZ
|
Coca-Cola European Partners Services SPRL
|
Belgium
|
100%
(C)
|
Chaussée de Mons 1424, 1070 (Brussels)
|
Coca-Cola European Partners Sverige AB
|
Sweden
|
100%
|
Dryckesvägen 2 C, 136 87 (Haninge)
|
Coca-Cola European Partners US II, LLC
|
United States
|
100%
|
Corporation Trust Center, 1209 Orange Street, Wilmington 19801 (Delaware)
|
Coca-Cola European Partners US, LLC
|
United States
|
100%
|
Corporation Trust Center, 1209 Orange Street, Wilmington 19801 (Delaware)
|
Coca-Cola Immobilier SCI
|
France
|
100%
(G)
|
9, chemin de Bretagne, 92784 (Issy-les-Moulineaux)
|
Coca-Cola Production SAS
|
France
|
100%
|
Zone d’entreprises de Bergues, Commune de Socx, 59380 (Bergues)
|
Compañía Asturiana De Bebidas Gaseosas, S.L.U.
|
Spain
|
100%
|
C/ Nava, 18- 3ª (Granda) Siero - 33006 (Oviedo)
|
Compañía Castellana De Bebidas Gaseosas, S.L.
|
Spain
|
100%
|
C/ Ribera del loira, 20-22, 2ª Planta - 28042 (Madrid)
|
Compañía Levantina De Bebidas Gaseosas, S.L.U.
|
Spain
|
100%
|
Av. Real Monasterio de Sta. María de Poblet, 36, 46930 (Quart de Poblet)
|
Compañía Norteña De Bebidas Gaseosas, S.L.U.
|
Spain
|
100%
|
C/ Ibaizábal, 57 – 48960 Galdakao (Bizkaia)
|
Compañía Para La Comunicación De Bebidas Sin Alcohol, S.L.U.
|
Spain
|
100%
|
C/ Ribera del loira, 20-22, 2ª Planta - 28042 (Madrid)
|
Conversia IT, S.L.U.
|
Spain
|
100%
|
C/ Ribera del loira, 20-22, 2ª Planta - 28042 (Madrid)
|
Developed System Logistics, S.L.U.
|
Spain
|
100%
|
Av. Henry Ford, 25, Manzana 19, Complejo Pq. Ind. Juan Carlos I , 46220 Picassent (Valencia)
|
GBH Investment Ireland Limited
|
Ireland
|
100%
|
6th Floor, 2 Grand Canal Square (Dublin 2)
|
GBH Luxembourg SARL
|
Luxembourg
|
100%
|
2, Rue des Joncs, L-1818, Howald
|
GH Luxembourg SCS
|
Luxembourg
|
100%
(B)
|
2, Rue des Joncs, L-1818, Howald
|
GR Bottling Holdings UK Limited
|
United Kingdom
|
100%
(A)
|
Pemberton House, Bakers Road, Uxbridge, UB8 1EZ
|
Herdt Verwaltungsgesellschaft mit beschränkter Haftung i.L
|
Germany
|
100%
|
Karl-Herdt-Weg 100, 63075 (Offenbach)
|
Infineo Recyclage SAS
|
France
|
49%
(H)
|
Sainte Marie la Blanche – 21200 (Dijon)
|
Instelling voor Bedrijfspensioenvoorziening Coca-Cola European Partners Belgium/Coca-Cola European Partners Services – Bedienden-Arbeiders OFP
|
Belgium
|
100%
|
Bergensesteenweg 1424 – 1070 (Brussels)
|
Instelling voor Bedrijfspensioenvoorziening Coca-Cola European Partners Belgium/Coca-Cola European Partners Services – Kaderleden OFP
|
Belgium
|
100%
|
Bergensesteenweg 1424 – 1070 (Brussels)
|
Iparbal, 99 S.L.
|
Spain
|
100%
|
C/ Ibaizábal, 57 – 48960 Galdakao (Bizkaia)
|
IPARSOFT, 2004 S.L.
|
Spain
|
100%
|
C/ Ibaizábal, 57 – 48960 Galdakao (Bizkaia)
|
Kollex GmbH
|
Germany
|
33.3%
|
Torstraße 155, 10115 (Berlin)
|
Lusobega, S.L.
|
Spain
|
100%
|
C/ Ibaizábal, 57 – 48960 Galdakao (Bizkaia)
|
Madrid Ecoplatform, S.L.U.
|
Spain
|
100%
|
C/Pedro Lara, 8 Pq. Tecnológico de Leganes- 28919 (Leganes)
|
Peña Umbria, S.L.U.
|
Spain
|
100%
|
Av. Real Monasterio de Sta. María de Poblet,36 – 46930 (Quart de Poblet)
|
Refecon Águas S.A.
|
Portugal
|
100%
|
Quinta da Salmoura - Cabanas-2929- 509 Azeitão (Setúbal)
|
Refrescos Envasados Del Sur, S.L.U.
|
Spain
|
100%
|
Autovía del Sur A-IV, km.528- 41309 La Rinconada (Sevilla)
|
Refrige Sgps, S.A.
|
Portugal
|
100%
|
Quinta da Salmoura- Cabanas, 2929-509 (Azeitão)
|
Roalba, S.L.U.
|
Spain
|
100%
|
C/ Ibaizábal, 57 – 48960 Galdakao (Bizkaia)
|
Solares y Edificios Norteños, S.L.U.
|
Spain
|
100%
|
C/ Ibaizábal, 57 – 48960 Galdakao (Bizkaia)
|
Svenska Brettbolaget AB
|
Sweden
|
19.6%
|
Greg Turegatan 9, 114 46, (Stockholm)
|
WB Investment Ireland 2 Limited
|
Ireland
|
100%
|
6th Floor, 2 Grand Canal Square (Dublin 2)
|
WB Investment Ireland Limited
|
Ireland
|
100%
|
6th Floor, 2 Grand Canal Square (Dublin 2)
|
WBH Holdings Luxembourg SCS
|
Luxembourg
|
100%
|
2, Rue des Joncs, L-1818, Howald
|
WBH Luxembourg SARL
|
Luxembourg
|
100%
|
2, Rue des Joncs, L-1818, Howald
|
WIH UK Limited
|
United Kingdom
|
100%
(A)
|
Pemberton House, Bakers Road, Uxbridge, UB8 1EZ
|
Wir sind Coca-Cola Gesellschaft mit beschränkter Haftung
|
Germany
|
100%
|
Stralauer Allee 4, 10245 (Berlin)
|
(A)
|
100%
equity interest directly held by CCEP plc
|
(B)
|
Class A and B ordinary shares
|
(C)
|
Class A, B and C ordinary shares
|
(D)
|
Including preference shares issued to the Group
|
(E)
|
38.3%
equity interest directly held by CCEP plc (
100%
of A ordinary shares in issue)
|
(F)
|
10%
equity interest directly held by CCEP
|
(G)
|
Group shareholding of
99.99%
or greater
|
(H)
|
Class A and B shares. The Group holds
49%
of Class B shares
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
150
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
Note
|
|
|
€ thousand
|
|
|
€ thousand
|
|
ASSETS
|
|
|
|
|
|
|||
Non-current
|
|
|
|
|
|
|||
Investments
|
3
|
|
|
21,849,050
|
|
|
21,834,017
|
|
Amounts owed by affiliates
|
6
|
|
|
350,000
|
|
|
350,000
|
|
Deferred tax asset
|
5
|
|
|
4,409
|
|
|
4,456
|
|
Other non-current assets
|
|
|
4,064
|
|
|
—
|
|
|
Fixed assets
|
|
|
209
|
|
|
112
|
|
|
Total non-current assets
|
|
|
22,207,732
|
|
|
22,188,585
|
|
|
Current:
|
|
|
|
|
|
|||
Amounts owed by affiliates
|
6
|
|
|
68,383
|
|
|
561,339
|
|
Current derivative assets
|
4
|
|
|
5,505
|
|
|
4,995
|
|
Prepayments
|
|
|
724
|
|
|
382
|
|
|
Trade and other receivables
|
|
|
483
|
|
|
123
|
|
|
Cash
|
|
|
167
|
|
|
132
|
|
|
Total current assets
|
|
|
75,262
|
|
|
566,971
|
|
|
Total assets
|
|
|
22,282,994
|
|
|
22,755,556
|
|
|
LIABILITIES
|
|
|
|
|
|
|||
Non-current:
|
|
|
|
|
|
|||
Borrowings, less current portion
|
8
|
|
|
4,696,120
|
|
|
2,030,098
|
|
Amounts owed to affiliates
|
7
|
|
|
222,833
|
|
|
2,850,514
|
|
Non-current derivative liabilities
|
4
|
|
|
49,645
|
|
|
214,558
|
|
Deferred tax liability
|
5
|
|
|
1,146
|
|
|
—
|
|
Total non-current liabilities
|
|
|
4,969,744
|
|
|
5,095,170
|
|
|
Current:
|
|
|
|
|
|
|||
Amounts owed to affiliates
|
7
|
|
|
195,453
|
|
|
445,705
|
|
Current portion of borrowings
|
8
|
|
|
470,000
|
|
|
249,915
|
|
Trade and other payables
|
|
|
83,076
|
|
|
57,070
|
|
|
Provisions
|
|
|
1,418
|
|
|
2,336
|
|
|
Total current liabilities
|
|
|
749,947
|
|
|
755,026
|
|
|
Total liabilities
|
|
|
5,719,691
|
|
|
5,850,196
|
|
|
EQUITY
|
|
|
|
|
|
|||
Share capital
|
9
|
|
|
4,749
|
|
|
4,846
|
|
Capital redemption reserve
|
9
|
|
|
124
|
|
|
—
|
|
Share premium
|
9
|
|
|
151,356
|
|
|
126,742
|
|
Merger reserves
|
9
|
|
|
8,465,979
|
|
|
8,465,979
|
|
Retained earnings
|
9
|
|
|
7,941,095
|
|
|
8,307,793
|
|
Total equity
|
|
|
16,563,303
|
|
|
16,905,360
|
|
|
Total equity and liabilities
|
|
|
22,282,994
|
|
|
22,755,556
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
151
|
|
Share capital
|
|
|
Capital redemption reserve
|
|
|
Share premium
|
|
|
Merger reserves
|
|
|
Retained earnings
|
|
|
Total
|
|
|
€ thousand
|
|
|
€ thousand
|
|
|
€ thousand
|
|
|
€ thousand
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Balance as at 31 December 2016
|
4,831
|
|
|
—
|
|
|
113,239
|
|
|
8,465,979
|
|
|
7,989,409
|
|
|
16,573,458
|
|
Issue of shares during the year
|
15
|
|
|
—
|
|
|
13,503
|
|
|
—
|
|
|
—
|
|
|
13,518
|
|
Equity-settled share-based payment expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,781
|
|
|
11,781
|
|
Total comprehensive income for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
796,227
|
|
|
796,227
|
|
Dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(489,624
|
)
|
|
(489,624
|
)
|
Balance as at 31 December 2017
|
4,846
|
|
|
—
|
|
|
126,742
|
|
|
8,465,979
|
|
|
8,307,793
|
|
|
16,905,360
|
|
Issue of shares during the year
|
27
|
|
|
—
|
|
|
24,614
|
|
|
—
|
|
|
—
|
|
|
24,641
|
|
Equity-settled share-based payment reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,158
|
|
|
16,158
|
|
Own shares purchased under share buyback programme
|
(124
|
)
|
|
124
|
|
|
—
|
|
|
—
|
|
|
(502,474
|
)
|
|
(502,474
|
)
|
Total comprehensive income for the period
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
633,366
|
|
|
633,366
|
|
Dividends*
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(513,748
|
)
|
|
(513,748
|
)
|
Balance as at 31 December 2018
|
4,749
|
|
|
124
|
|
|
151,356
|
|
|
8,465,979
|
|
|
7,941,095
|
|
|
16,563,303
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
152
|
(a)
|
The requirements of paragraphs 45(b) and 46 to 52 of IFRS 2, "Share-based Payment"
|
(b)
|
The requirements of IFRS 7, “Financial Instruments: Disclosures”
|
(c)
|
The requirements of paragraphs 91-99 of IFRS 13, “Fair Value Measurement”
|
(i)
|
the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15, “Revenue from Contracts with Customers”
|
(ii)
|
the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16, “Leases”
|
(d)
|
The requirements of paragraph 58 of IFRS 16, “Leases”
|
(e)
|
The requirement in paragraph 38 of IAS 1, “Presentation of Financial Statements” to present comparative information in respect of:
|
(i)
|
paragraph 79(a)(iv) of IAS 1
|
(ii)
|
paragraph 73(e) of IAS 16, “Property, Plant and Equipment”
|
(iii)
|
paragraph 118(e) of IAS 38, “Intangible Assets”
|
(iv)
|
paragraphs 76 and 79(d) of IAS 40, “Investment Property”
|
(f)
|
The requirements of paragraphs 10(d), 10(f), 39(c) and 134-136 of IAS 1
|
(g)
|
The requirements of IAS 7, “Statement of Cash Flows”
|
(h)
|
The requirements of paragraphs 30 and 31 of IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”
|
(i)
|
The requirements of paragraph 17 of IAS 24, “Related Party Disclosures”
|
(j)
|
The requirements in IAS 24 to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member
|
(k)
|
The
requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36, “Impairment of Assets”
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
153
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
154
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
155
|
•
|
when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
|
•
|
in respect of taxable temporary differences associated with investments in subsidiaries, branches and associates and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled by the Company and/or its subsidiaries and it is probable that the temporary differences will not reverse in the foreseeable future.
|
•
|
when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or
|
•
|
in respect of deductible temporary differences associated with investments in subsidiaries, branches and associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
156
|
|
|
2018
|
|
|
2017
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Balance at 1 January
|
|
21,834,017
|
|
|
21,818,126
|
|
Subsequent investment in subsidiaries
|
|
27,093
|
|
|
3,000
|
|
Capitalised/vested share-based payments, net
|
|
(12,060
|
)
|
|
12,891
|
|
Balance at 31 December
|
|
21,849,050
|
|
|
21,834,017
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Current derivative assets:
|
|
|
|
|
||
Foreign currency contracts
|
|
5,505
|
|
|
4,995
|
|
Total current derivative assets
|
|
5,505
|
|
|
4,995
|
|
Total derivative assets
|
|
5,505
|
|
|
4,995
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Non-current derivative liabilities:
|
|
|
|
|
||
Foreign currency contracts
|
|
49,645
|
|
|
214,558
|
|
Total non-current derivative liabilities
|
|
49,645
|
|
|
214,558
|
|
Total derivative liabilities
|
|
49,645
|
|
|
214,558
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Deferred tax on foreign currency contracts
|
|
4,409
|
|
|
4,456
|
|
Other deferred tax items
|
|
(1,146
|
)
|
|
—
|
|
Total deferred tax
|
|
3,263
|
|
|
4,456
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
157
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Non-current amounts owed by affiliates:
|
|
|
|
|
||
Loans
|
|
350,000
|
|
|
350,000
|
|
Total non-current amounts owed by affiliates
|
|
350,000
|
|
|
350,000
|
|
Current amounts owed by affiliates:
|
|
|
|
|
||
Trade receivables
|
|
68,383
|
|
|
2,307
|
|
Loans
|
|
—
|
|
|
434,896
|
|
Cash pool receivables
|
|
—
|
|
|
123,713
|
|
Other
|
|
—
|
|
|
423
|
|
Total current amounts owed by affiliates
|
|
68,383
|
|
|
561,339
|
|
Total amounts owed by affiliates
|
|
418,383
|
|
|
911,339
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Non-current amounts owed to affiliates:
|
|
|
|
|
||
Borrowings
|
|
222,833
|
|
|
2,850,514
|
|
Total non-current amounts owed to affiliates
|
|
222,833
|
|
|
2,850,514
|
|
Current amounts owed to affiliates:
|
|
|
|
|
||
Cash pool payables
|
|
150,984
|
|
|
—
|
|
Trade and other payables
|
|
41,830
|
|
|
8,211
|
|
Interest payables
|
|
2,619
|
|
|
11,162
|
|
Borrowings
|
|
20
|
|
|
426,332
|
|
Total current amounts owed to affiliates
|
|
195,453
|
|
|
445,705
|
|
Total amounts owed to affiliates
|
|
418,286
|
|
|
3,296,219
|
|
|
|
31 December 2018
|
|
|
31 December 2017
|
|
|
|
€ thousand
|
|
|
€ thousand
|
|
Non-current borrowings:
|
|
|
|
|
||
Loan notes
|
|
4,696,120
|
|
|
2,030,098
|
|
Total non-current borrowings
|
|
4,696,120
|
|
|
2,030,098
|
|
Current borrowings:
|
|
|
|
|
||
Loan notes
|
|
350,000
|
|
|
—
|
|
Commercial paper
|
|
120,000
|
|
|
249,915
|
|
Total current borrowings
|
|
470,000
|
|
|
249,915
|
|
Total borrowings
|
|
5,166,120
|
|
|
2,280,013
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
158
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
159
|
•
|
From 1 January 2018, Belgium, Portugal and Norway all increased the excise taxes on sugared (or other sweetened) products
|
•
|
From April 2018, the UK introduced a levy on sugared soft drinks
|
•
|
From July 2018 France increased the tax on our products modulated by sugar levels
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
162
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
163
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
164
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
165
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
166
|
•
|
We purchase our entire requirement of concentrates and syrups for Coca-Cola trademark beverages (sparkling beverages bearing the trademark “Coca-Cola” or the “Coke” brand name) and allied beverages (beverages of TCCC or its subsidiaries that are sparkling beverages, but not Coca-Cola trademark beverages or energy drinks) from TCCC. Prices, terms of payment, and other terms and conditions of supply are determined from time to time by TCCC at its sole discretion.
|
•
|
There are no limits on the prices that TCCC may charge for concentrate. TCCC maintains current effective concentrate incidence at the same levels that CCE, CCIP and CCEG had in place before the Merger, provided certain specific mutually agreed metrics are achieved.
|
•
|
Much of the marketing and promotional support that we receive from TCCC is at TCCC’s discretion. Programmes may contain requirements, or be subject to conditions, established by TCCC that we may not be able to achieve or satisfy. The terms of most of the marketing programmes do not and will not contain an express obligation for TCCC to participate in future programmes or continue past levels of payments into the future.
|
•
|
Our bottling agreements with TCCC are for fixed terms, and most of them are renewable only at the discretion of TCCC at the conclusion of their terms. A decision by TCCC not to renew a fixed term bottling agreement at the end of its term could substantially and adversely affect our financial results.
|
•
|
We are obligated to maintain sound financial capacity to perform our duties, as required and determined by TCCC at its sole discretion. These duties include, but are not limited to, making certain investments in marketing activities to stimulate the demand for products in our territories and making infrastructure improvements to ensure our facilities and distribution network are capable of handling the demand for these beverages.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
167
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
168
|
Ex-dividend date for interim H1 dividend
(A)
|
23 May 2019
|
Record date for interim H1 dividend
(A)
|
24 May 2019
|
Interim H1 dividend payment date
(A)
|
6 June 2019
|
AGM
|
May 2019
|
Ex-dividend date for H2 interim dividend
(A)
|
18 November 2019
|
Record date for interim H2 dividend
(A)
|
19 November 2019
|
Interim H2 dividend payment date
(A)
|
3 December 2019
|
(A)
|
Subject to Board approval.
|
Name
|
Grant Date
|
Expiry Date
|
Exercise Price
|
|
Total number of shares subject
to outstanding options including
exercisable and unvested options
|
|
|
Damian Gammell
|
5 November 2015
|
5 November 2025
|
$
|
39.00
|
|
324,643
|
|
Stephen Moorhouse
|
3 November 2011
|
3 November 2021
|
$
|
19.68
|
|
17,155
|
|
Stephen Moorhouse
|
31 October 2013
|
31 October 2023
|
$
|
31.46
|
|
11,446
|
|
Stephen Moorhouse
|
30 October 2014
|
30 October 2024
|
$
|
32.51
|
|
1,476
|
|
Stephen Moorhouse
|
30 October 2014
|
30 October 2024
|
$
|
32.51
|
|
9,598
|
|
Lauren Sayeski
|
31 October 2013
|
31 October 2023
|
$
|
31.46
|
|
1,517
|
|
Lauren Sayeski
|
31 October 2013
|
31 October 2023
|
$
|
31.46
|
|
1,661
|
|
Ron Lewis
|
5 November 2015
|
5 November 2025
|
$
|
39.00
|
|
81,194
|
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
169
|
1.
|
pursuant to a shareholder resolution passed on 26 May 2016, the Board is authorised to grant rights to subscribe for or to convert any security into, and/or allot and issue, shares up to an aggregate maximum of 18,000,000 shares in connection with the assumption or replacement by the Company of equity awards granted under certain CCE legacy share plans, of which 5,205,085 have been issued as of
28 February 2019
;
|
2.
|
pursuant to a shareholder resolution passed on 31 May 2018 regarding the authority to allot new shares, the Board is authorised to allot shares and to grant rights to subscribe for or convert any security into shares:
|
a.
|
up to a nominal amount of €1,616,927.31 (representing 161,692,731 shares; such amount to be reduced by any allotments or grants made under paragraph 2(b) below in excess of such sum); and
|
b.
|
comprising equity securities (as defined in the Companies Act) up to a nominal amount of €3,233,854.63 (representing 323,385,463 shares; such amount to be reduced by any allotments or grants made under paragraph 2(a) above) in connection with an offer by way of a rights issue:
|
i.
|
to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
|
ii.
|
to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
170
|
3.
|
pursuant to a shareholder resolution passed on 31 May 2018 regarding authority to disapply pre-emption rights, the Board is authorised to allot equity securities (as defined in the Companies Act) for cash under the authority given by the shareholder resolution described in paragraph 2 above and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such power to be limited:
|
a.
|
to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph 2(b) above, by way of a rights issue only):
|
i.
|
to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
|
ii.
|
to holders of other equity securities, as required by the rights of those securities, or as the Board
otherwise
considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
|
b.
|
in the case of the authority granted under paragraph 2(a) above and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 3(a) above) up to a nominal amount of €242,539.09 (representing 24,253,909 shares).
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
171
|
Plan
|
Date of award
(dd/mm/yy)
|
Type of award
(A)
|
Total number of shares awarded to employees outstanding as at 31 December 2018
|
|
Total number of shares awarded to employees outstanding as at 28 February 2019
(B)
|
|
Price per share payable on exercise/
transfer ($)
|
|
Expiration date
(dd/mm/yy)
|
Legacy LTIP
|
04/11/09
|
Option
|
706,932
|
|
499,156
|
|
9.89
|
|
04/11/19
|
|
13/11/09
|
Option
|
6,334
|
|
6,334
|
|
10.46
|
|
13/11/19
|
2010 Plan
|
04/11/10
|
Option
|
678,900
|
|
672,874
|
|
18.40
|
|
04/11/20
|
|
12/11/10
|
Option
|
10,599
|
|
10,599
|
|
18.80
|
|
12/05/20
|
|
03/11/11
|
Option
|
814,392
|
|
813,440
|
|
19.68
|
|
03/11/21
|
|
14/11/11
|
Option
|
12,884
|
|
12,884
|
|
19.82
|
|
14/05/21
|
|
05/11/12
|
Option
|
942,269
|
|
940,546
|
|
23.21
|
|
05/11/22
|
|
31/10/13
|
Option
|
—
|
|
955
|
|
31.46
|
|
31/07/19
|
|
31/10/13
|
Option
|
2,860
|
|
2,860
|
|
31.46
|
|
15/05/20
|
|
31/10/13
|
Option
|
955
|
|
955
|
|
31.46
|
|
31/08/20
|
|
31/10/13
|
Option
|
827
|
|
827
|
|
31.46
|
|
22/11/20
|
|
31/10/13
|
Option
|
1,046,797
|
|
1,045,842
|
|
31.46
|
|
31/10/23
|
|
30/10/14
|
Option
|
—
|
|
1,077
|
|
32.51
|
|
31/07/19
|
|
30/10/14
|
Option
|
143
|
|
—
|
|
32.51
|
|
31/05/19
|
|
30/10/14
|
Option
|
3,566
|
|
3,566
|
|
32.51
|
|
15/05/20
|
|
30/10/14
|
Option
|
923
|
|
923
|
|
32.51
|
|
31/08/20
|
|
30/10/14
|
Option
|
923
|
|
923
|
|
32.51
|
|
22/11/20
|
|
30/10/14
|
Option
|
1,221,332
|
|
1,220,255
|
|
32.51
|
|
30/10/24
|
|
05/11/15
|
Option
|
1,091,075
|
|
1,091,075
|
|
39.00
|
|
05/11/25
|
|
05/11/15
|
PSU
|
315,293
|
|
314,534
|
|
Nil
|
|
30/04/19
|
CCEP LTIP
|
03/10/16
|
RSU
|
16,666
|
|
16,666
|
|
Nil
|
|
03/10/19
|
|
03/10/16
|
RSU
|
16,667
|
|
16,667
|
|
Nil
|
|
03/10/20
|
|
01/12/16
|
RSU
|
13,165
|
|
13,165
|
|
Nil
|
|
01/12/19
|
|
27/03/17
|
PSU
|
401,260
|
|
398,763
|
|
Nil
|
|
28/03/20
|
|
27/03/17
|
RSU
|
93,489
|
|
90,992
|
|
Nil
|
|
28/03/20
|
|
01/09/17
|
RSU
|
8,874
|
|
8,874
|
|
Nil
|
|
01/09/19
|
|
01/09/17
|
RSU
|
8,874
|
|
8,874
|
|
Nil
|
|
01/09/20
|
|
12/03/18
|
PSU
|
325,981
|
|
324,169
|
|
Nil
|
|
13/03/21
|
|
12/03/18
|
RSU
|
88,581
|
|
86,769
|
|
Nil
|
|
13/03/21
|
|
15/06/18
|
RSU
|
4,132
|
|
4,132
|
|
Nil
|
|
30/04/19
|
|
15/06/18
|
PSU
|
794
|
|
794
|
|
Nil
|
|
27/03/20
|
|
15/06/18
|
RSU
|
3,651
|
|
3,651
|
|
Nil
|
|
27/03/20
|
|
15/06/18
|
PSU
|
2,843
|
|
2,843
|
|
Nil
|
|
13/03/21
|
|
15/06/18
|
RSU
|
2,843
|
|
2,843
|
|
Nil
|
|
13/03/21
|
(B)
|
When an employee leaves CCEP, the expiration date of their options is shortened so options with a new expiration date may appear between the year end and the later reporting date. These are not new options but options that have been moved from another row in the table.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
172
|
Period
|
Nature of share issuance
|
Number of shares
|
|
Consideration
|
Cumulative balance of issued shares at end of period
|
At Merger
|
Opening balance
|
482,323,871
|
|
N/A
|
482,323,871
|
Merger to
31 December 2016
|
Shares issued in connection with the exercise of stock options
|
459,148
|
|
Exercise price per share ranging from $11.27 to $32.51
|
482,783,019
|
Merger to
31 December 2016
|
Shares issued in connection with the fulfilment of RSU and PSU share-based payment awards
|
293,377
|
|
Nil
|
483,076,396
|
1 January to
31 December 2017
|
Shares issued in connection with the exercise of stock options
|
838,486
|
|
Exercise price per share ranging from $5.09 to $32.51
|
483,914,882
|
1 January to
31 December 2017
|
Shares issued in connection with the fulfilment of RSU and PSU share-based payment awards
|
671,546
|
|
Nil
|
484,586,428
|
1 January to
31 December 2018
|
Shares issued in connection with the exercise of stock options
|
2,022,729
|
|
Exercise price per share ranging from
$5.09 to $39.00
|
486,609,157
|
1 January to
31 December 2018
|
Shares issued in connection with the fulfilment of RSU and PSU share-based payment awards
|
740,509
|
|
Nil
|
487,349,666
|
1 January to
31 December 2018
|
Shares cancelled as part of buyback programme
|
(12,429,600
|
)
|
€500 million
(see table 4 for more details)
|
474,920,066
|
1 January to
28 February 2019
|
Shares issued in connection with the exercise of stock options
|
216,620
|
|
Exercise price per share ranging from
$9.89 to $32.51
|
475,136,686
|
1 January to
28 February 2019
|
Shares issued in connection with the fulfilment of RSU and PSU share-based payment awards
|
306
|
|
Nil
|
475,136,992
|
1 January to
28 February 2019
|
Shares cancelled as part of buyback programme
|
(856,800
|
)
|
€44.5 million
|
474,280,192
|
Period
|
(a) Total number of shares purchased
|
|
(b) Average price paid per share (€)
|
|
(c) Total number of shares purchased as part of publicly announced plans or programmes
(A)
|
|
(d) Approximate value of shares that may yet be purchased under the plans or programmes
(A)
(€ million)
|
|
14 to 30 September 2018
|
2,301,600
|
|
39.066176
|
|
2,301,600
|
|
1,410
|
|
1 to 31 October 2018
|
4,445,000
|
|
38.702657
|
|
6,746,600
|
|
1,238
|
|
1 to 30 November 2018
|
3,478,600
|
|
42.087376
|
|
10,225,200
|
|
1,092
|
|
1 to 31 December 2018
|
2,204,400
|
|
41.477310
|
|
12,429,600
|
|
1,000
|
|
1 to 31 January 2019
|
—
|
|
—
|
|
12,429,600
|
|
1,000
|
|
1 to 28 February 2019
|
1,079,800
|
|
41.220023
|
|
13,509,400
|
|
956
|
|
(A)
|
On 12 September 2018, the Company announced a new share buyback programme of up to €1.5 billion to reduce the Company’s share capital. The share buyback programme is being carried out in accordance with the authority granted by shareholders at the 2018 AGM. The maximum number of shares authorised for purchase at the 2018 AGM was 48,507,819 shares, representing 10% of the issued shares at 6 April 2018. The existing authority to buy back shares will expire at the 2019 AGM. We intend to seek shareholder approval to renew the authority to buy back shares.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
173
|
•
|
NARTD and non-alcoholic, non-ready to drink (for example squashes/cordials & hot beverages) brand and private label manufacturers, sellers and distributors
|
•
|
Alcoholic beverage manufacturers, sellers and distributors - in the sense that some of their products may be considered to be substitutes to CCEP’s own products for certain consumer occasions
|
i.
|
the holding of shares in uncertificated form;
|
ii.
|
the transfer of title to shares by means of a system such as CREST; and
|
iii.
|
any provisions of relevant regulations.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
174
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
175
|
i.
|
be party to, or otherwise interested in, any contract with the Company, or in which the Company has a direct or indirect interest;
|
ii.
|
hold any other office or place of profit with the Company (except that of auditor) in conjunction with his office of Director for such period and upon such terms, including remuneration, as the Board may decide;
|
iii.
|
act by himself or through a firm with which he is associated in a professional capacity for the Company or any other company in which the Company may be interested (otherwise than as auditor);
|
iv.
|
be or become a director or other officer of, or employed by or a party to a transaction or arrangement with, or otherwise be interested in any holding company or subsidiary company of the Company or any other company in which the Company may be interested; and
|
v.
|
be or become a director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his appointment as director of that other company.
|
i.
|
he or she resigns or offers to resign and the Board resolves to accept such offer;
|
ii.
|
he or she is prohibited by law from being a Director;
|
iii.
|
the Board determines that he or she has committed gross misconduct in carrying out his or her duties as a Director or for other similar just cause; or the Board determines that he or she has acted in breach of the Company’s anti-corruption or sanctions polices, securities dealing policies or otherwise has acted in a manner which might reasonably be expected to bring the Group into disrepute;
|
iv.
|
being a nominated Director he or she is identified in a notice given to the Company by his or her appointer;
|
v.
|
being an INED he or she can no longer be considered to meet the criteria required for him or her to be independent, in the reasonable opinion of the Nomination Committee; or
|
vi.
|
being an INED the Board determines that he or she holds any operating responsibilities in the NARTD beverage bottling business in any territory in which the Group operates from time to time.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
176
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
177
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
178
|
•
|
the dividend or gain is effectively connected with such non-US holder’s conduct of a trade or business in the US (and, if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-US holder in the US); or
|
•
|
in the case of gain only, such non-US holder is a non-resident alien individual present in the US for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
179
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Income statement
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Revenue
|
|
11,518
|
|
|
11,062
|
|
|
9133
|
|
|
6,329
|
|
|
6,217
|
|
Cost of sales
|
|
(7,060
|
)
|
|
(6,772
|
)
|
|
(5,584
|
)
|
|
(4,017
|
)
|
|
(3,987
|
)
|
Gross profit
|
|
4,458
|
|
|
4,290
|
|
|
3,549
|
|
|
2,312
|
|
|
2,230
|
|
Selling and distribution expenses
|
|
(2,178
|
)
|
|
(2,124
|
)
|
|
(1,615
|
)
|
|
(919
|
)
|
|
(944
|
)
|
Administrative expenses
|
|
(980
|
)
|
|
(906
|
)
|
|
(1,083
|
)
|
|
(634
|
)
|
|
(539
|
)
|
Operating profit
|
|
1,300
|
|
|
1,260
|
|
|
851
|
|
|
759
|
|
|
747
|
|
Finance income
|
|
47
|
|
|
48
|
|
|
31
|
|
|
24
|
|
|
34
|
|
Finance costs
|
|
(140
|
)
|
|
(148
|
)
|
|
(154
|
)
|
|
(134
|
)
|
|
(123
|
)
|
Total finance costs, net
|
|
(93
|
)
|
|
(100
|
)
|
|
(123
|
)
|
|
(110
|
)
|
|
(89
|
)
|
Non-operating items
|
|
(2
|
)
|
|
(1
|
)
|
|
(9
|
)
|
|
(5
|
)
|
|
—
|
|
Profit before taxes
|
|
1,205
|
|
|
1,159
|
|
|
719
|
|
|
644
|
|
|
658
|
|
Taxes
|
|
(296
|
)
|
|
(471
|
)
|
|
(170
|
)
|
|
(131
|
)
|
|
(174
|
)
|
Profit after taxes
|
|
909
|
|
|
688
|
|
|
549
|
|
|
513
|
|
|
484
|
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Statement of financial position
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Non-current assets
|
|
15,225
|
|
|
14,880
|
|
|
15,143
|
|
|
5,113
|
|
|
5,040
|
|
Current assets
|
|
2,991
|
|
|
3,314
|
|
|
3,425
|
|
|
1,883
|
|
|
2,008
|
|
Total assets
|
|
18,216
|
|
|
18,194
|
|
|
18,568
|
|
|
6,996
|
|
|
7,048
|
|
Non-current liabilities
|
|
7,860
|
|
|
8,222
|
|
|
8,355
|
|
|
4,119
|
|
|
3,706
|
|
Current liabilities
|
|
3,792
|
|
|
3,287
|
|
|
3,752
|
|
|
2,006
|
|
|
2,155
|
|
Total liabilities
|
|
11,652
|
|
|
11,509
|
|
|
12,107
|
|
|
6,125
|
|
|
5,861
|
|
Total equity
|
|
6,564
|
|
|
6,685
|
|
|
6,461
|
|
|
871
|
|
|
1,187
|
|
Total equity and liabilities
|
|
18,216
|
|
|
18,194
|
|
|
18,568
|
|
|
6,996
|
|
|
7,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital stock data
|
|
|
|
|
|
|
|
|
|
|
|||||
Number of shares (in millions)
|
|
475
|
|
|
485
|
|
|
483
|
|
|
227
|
|
|
239
|
|
Share capital (in € million)
|
|
5
|
|
|
5
|
|
|
5
|
|
|
3
|
|
|
3
|
|
Share premium (in € million)
|
|
152
|
|
|
127
|
|
|
114
|
|
|
2,729
|
|
|
2,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Per share data
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic earnings per share (€)
|
|
1.88
|
|
|
1.42
|
|
|
1.45
|
|
|
2.23
|
|
|
1.96
|
|
Diluted earnings per share (€)
|
|
1.86
|
|
|
1.41
|
|
|
1.42
|
|
|
2.19
|
|
|
1.92
|
|
Dividends declared per share (€)
(A)
|
|
1.06
|
|
|
0.84
|
|
|
0.86
|
|
|
1.01
|
|
|
0.75
|
|
Dividends declared per share ($)(A)
|
|
n/a
|
|
|
n/a
|
|
|
0.97
|
|
|
1.12
|
|
|
1.00
|
|
(A)
|
As a result of the Merger, dividends declared in 2016 may be viewed in two separate categories: dividends declared by CCEP in euros and dividends declared by CCE in US dollars. Dividends declared by CCE in 2016 in US dollars have been converted to euro from US dollars to provide an annualised dividend amount for 2016 using the average exchange rate for the respective period. Similarly, dividends declared by CCEP in euros in 2016 have been converted to US dollars to provide an annualised dividend amount for 2016 using the average exchange rate for the respective period. All dividends declared prior to 2016 were declared in US dollars and have been converted to euro using the average exchange rate for each respective period.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
180
|
|
|
2017 versus 2016
|
|
Change in volume
|
|
23.0
|
%
|
|
|
2017 versus 2016 Change
|
|
|
2017 % of total
|
|
2016 % of total
|
|
Sparkling
|
|
|
|
|
|
|||
Coca-Cola trademark
|
|
20.5
|
%
|
|
63.5
|
%
|
65.0
|
%
|
Sparkling flavours and energy
|
|
28.5
|
%
|
|
21.5
|
%
|
20.5
|
%
|
Still
|
|
|
|
|
|
|||
Juices, isotonics and other
|
|
23.0
|
%
|
|
8.0
|
%
|
8.0
|
%
|
Water
|
|
33.0
|
%
|
|
7.0
|
%
|
6.5
|
%
|
Total
|
|
23.0
|
%
|
|
100.0
|
%
|
100.0
|
%
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
181
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Selling and distribution expenses
|
|
2,178
|
|
|
2,124
|
|
|
1,615
|
|
Administrative expenses
|
|
980
|
|
|
906
|
|
|
1,083
|
|
Total
|
|
3,158
|
|
|
3,030
|
|
|
2,698
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
Average outstanding debt balance (
€ million)
|
5,674
|
|
|
6,263
|
|
|
5,709
|
|
Weighted average cost of debt
|
1.6
|
%
|
|
1.6
|
%
|
|
1.8
|
%
|
Fixed rate debt (% of portfolio)
|
87
|
%
|
|
77
|
%
|
|
77
|
%
|
Floating rate debt (% of portfolio)
|
13
|
%
|
|
23
|
%
|
|
23
|
%
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
182
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
183
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
Supply chain infrastructure
|
|
409
|
|
|
322
|
|
|
309
|
|
Cold drink equipment
|
|
109
|
|
|
160
|
|
|
115
|
|
Fleet and other
|
|
7
|
|
|
2
|
|
|
35
|
|
Total capital asset investments
|
|
525
|
|
|
484
|
|
|
459
|
|
Issuances of Debt
|
|
Maturity Date
|
|
|
Rate
|
|
|
2018
|
|
2017
|
|
2016
|
|
€400 million notes
|
|
November 2027
|
|
|
1.5
|
%
|
|
398
|
|
—
|
|
—
|
|
€350 million notes
|
|
November 2021
|
|
|
floating
|
|
|
—
|
|
350
|
|
—
|
|
€500 million notes
|
|
November 2017
|
|
|
floating
|
|
|
—
|
|
—
|
|
499
|
|
€700 million notes
|
|
February 2022
|
|
|
0.8
|
%
|
|
—
|
|
—
|
|
695
|
|
€500 million notes
|
|
May 2024
|
|
|
1.1
|
%
|
|
—
|
|
—
|
|
493
|
|
€500 million notes
|
|
May 2028
|
|
|
1.8
|
%
|
|
—
|
|
—
|
|
491
|
|
Term loan
|
|
April 2021
|
|
|
floating
|
|
|
—
|
|
—
|
|
996
|
|
€500 million notes
|
|
March 2030
|
|
|
1.9
|
%
|
|
—
|
|
—
|
|
—
|
|
Total issuances of debt, less short-term borrowings, net of issuance costs
|
|
|
|
|
|
398
|
|
350
|
|
3,174
|
|
||
Net issuances of short-term borrowings
|
|
—
|
|
|
(A)
|
|
|
—
|
|
250
|
|
—
|
|
Total issuances of debt, net of issuance costs
|
|
|
|
|
|
398
|
|
600
|
|
3,174
|
|
Payments on Debt
|
|
Maturity Date
|
|
|
Rate
|
|
|
2018
|
|
2017
|
|
2016
|
|
Term loan
|
|
May 2018-2021
|
|
|
floating
|
|
|
(425
|
)
|
(300
|
)
|
—
|
|
€350 million notes
|
|
September 2017
|
|
|
3.1
|
%
|
|
—
|
|
(350
|
)
|
—
|
|
€500 million notes
|
|
November 2017
|
|
|
floating
|
|
|
—
|
|
(500
|
)
|
—
|
|
US$250 million notes
|
|
August 2016
|
|
|
2.0
|
%
|
|
—
|
|
—
|
|
(223
|
)
|
Payments of other non-current borrowings
|
|
—
|
|
|
6.7
|
%
|
|
(1
|
)
|
(10
|
)
|
—
|
|
Capital lease & other borrowings
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
(20
|
)
|
(18
|
)
|
Repayments on third-part borrowings, less short-term borrowings
|
|
|
|
|
|
(444
|
)
|
(1,180
|
)
|
(241
|
)
|
||
Net payments of short-term borrowings
|
|
—
|
|
|
(A)
|
|
|
(131
|
)
|
—
|
|
(183
|
)
|
Total payments on debt
|
|
|
|
|
|
(575
|
)
|
(1,180
|
)
|
(424
|
)
|
(A)
|
These amounts represent short-term euro commercial paper with varying interest rates.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
184
|
|
|
31 December 2017
|
|
|
31 December 2016
|
|
|
Change
|
|
Change
|
|
|
|
€ million
|
|
|
€ million
|
|
|
€ million
|
|
%
|
|
Assets
|
|
|
|
|
|
|
|
||||
Non-current assets
|
|
14,880
|
|
|
15,143
|
|
|
(263
|
)
|
1.5
|
%
|
Current assets
|
|
3,314
|
|
|
3,425
|
|
|
(111
|
)
|
3.0
|
%
|
Total assets
|
|
18,194
|
|
|
18,568
|
|
|
(374
|
)
|
2.0
|
%
|
Liabilities
|
|
|
|
|
|
|
|
||||
Non-current liabilities
|
|
8,222
|
|
|
8,355
|
|
|
(133
|
)
|
1.5
|
%
|
Current liabilities
|
|
3,287
|
|
|
3,752
|
|
|
(465
|
)
|
12.5
|
%
|
Total liabilities
|
|
11,509
|
|
|
12,107
|
|
|
(598
|
)
|
5.0
|
%
|
Total equity
|
|
6,685
|
|
|
6,461
|
|
|
224
|
|
3.5
|
%
|
Total equity and liabilities
|
|
18,194
|
|
|
18,568
|
|
|
(374
|
)
|
2.0
|
%
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
185
|
|
Total
|
|
Less than 1 year
|
|
1 to 3 years
|
|
3 to 5 years
|
|
More than 5 years
|
|
|
€ million
|
|
€ million
|
|
€ million
|
|
€ million
|
|
€ million
|
|
Borrowings
(A)
|
5,543
|
|
469
|
|
1,557
|
|
1,045
|
|
2,472
|
|
Finance lease obligations
(B)
|
83
|
|
22
|
|
27
|
|
12
|
|
22
|
|
Operating lease obligations
(C)
|
300
|
|
94
|
|
126
|
|
43
|
|
37
|
|
Interest obligations
(D)
|
484
|
|
86
|
|
139
|
|
108
|
|
151
|
|
Purchase agreements
(E)
|
691
|
|
382
|
|
252
|
|
52
|
|
5
|
|
Total
|
7,101
|
|
1,053
|
|
2,101
|
|
1,260
|
|
2,687
|
|
(A)
|
These amounts represent the Group’s scheduled debt maturities, excluding finance lease obligations. Refer to
Note 11
of the
consolidated financial statements
for further details about the borrowings of CCEP.
|
(B)
|
These amounts represent the Group’s minimum finance lease payments (including amounts representing interest). Refer to
Note 11
of the
consolidated financial statements
for further details about the finance leases of CCEP.
|
(C)
|
These amounts represent the Group’s minimum operating lease payments due under non-cancellable operating leases with initial or remaining lease terms in excess of one year as at
31 December 2018
. Income associated with sublease arrangements is not significant. Refer to
Note 20
of the
consolidated financial statements
for further details about the operating leases of CCEP.
|
(D)
|
These amounts represent estimated interest payments related to the Group’s long-term debt obligations, excluding financing leases. Interest on fixed-rate debt has been calculated based on applicable rates and payment dates. Interest on variable rate debt has been calculated using the forward interest rate curve. Refer to
Note 22
of the
consolidated financial statements
for further details about Financial Risk Management with CCEP.
|
(E)
|
These amounts represent non-cancellable purchase agreements with various suppliers that are enforceable and legally binding and that specify a fixed or minimum quantity that we must purchase. All purchases made under these agreements have standard quality and performance criteria. In addition to these amounts, the Group has outstanding capital expenditure purchase orders of approximately
€148 million
as at
31 December 2018
. The Group also has other purchase orders raised in the ordinary course of business which are settled in a reasonably short period of time. These are excluded from the table above.
|
|
Great Britain
|
|
France
|
|
Belgium / Luxembourg
|
|
Netherlands
|
|
Norway
|
|
Sweden
|
|
Germany
|
|
Iberia
|
|
Iceland
|
|
Total
|
|
|
Production facilities
(A)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Leased
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
—
|
|
3
|
|
|
Owned
|
5
|
|
5
|
|
3
|
|
1
|
|
1
|
|
1
|
|
16
|
|
10
|
|
2
|
|
44
|
|
Total
|
6
|
|
5
|
|
3
|
|
1
|
|
1
|
|
1
|
|
17
|
|
11
|
|
2
|
|
47
|
|
|
Sales and/or distribution facilities
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Leased
|
5
|
|
—
|
|
3
|
|
2
|
|
13
|
|
2
|
|
34
|
|
81
|
|
—
|
|
140
|
|
|
Owned
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
|
9
|
|
8
|
|
—
|
|
23
|
|
Total
|
10
|
|
—
|
|
3
|
|
2
|
|
13
|
|
3
|
|
43
|
|
89
|
|
—
|
|
163
|
|
(A)
|
All production facilities are combination production and warehouse facilities.
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
186
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
187
|
|
|
|
|
Page
|
Part 1
|
|
|
|
|
Item 1
|
|
Identity of Directors, Senior Management and Advisors
|
|
n/a
|
Item 2
|
|
Offer Statistics and Expected Timetable
|
|
n/a
|
Item 3
|
|
Key Information
|
|
|
|
|
A - Selected financial data.
|
|
180
|
|
|
B - Capitalization and indebtedness.
|
|
n/a
|
|
|
C - Reason for the offer and use of proceeds.
|
|
n/a
|
|
|
D - Risk factors.
|
|
162-168
|
Item 4
|
|
Information on the Company
|
|
|
|
|
A - History and development of the company.
|
|
22, 109, 169-170, 177, 184
|
|
|
B - Business overview.
|
|
2-7, 16-17, 22-29, 109-112, 167, 173-174, 185
|
|
|
C - Organizational structure.
|
|
109, 149-150
|
|
|
D - Property, plants and equipment.
|
|
116-117, 184, 186
|
Item 4A
|
|
Unresolved Staff Comments
|
|
n/a
|
Item 5
|
|
Operating and Financial Review and Prospects
|
|
|
|
|
A - Operating results.
|
|
22-29, 112, 133-134, 181-182, 185
|
|
|
B - Liquidity and capital resources.
|
|
27-28, 119, 123-125, 131-132, 182-186
|
|
|
C - Research and development, patents and licences, etc.
|
|
114
|
|
|
D - Trend information.
|
|
22-29, 181-182
|
|
|
E - Off-balance sheet arrangements.
|
|
186
|
|
|
F - Tabular disclosure of contractual obligations.
|
|
186
|
|
|
G - Safe harbor.
|
|
196
|
Item 6
|
|
Directors, Senior Management and Employees
|
|
|
|
|
A - Directors and senior management.
|
|
49-56, 169
|
|
|
B - Compensation.
|
|
76-87, 126-131, 136
|
|
|
C - Board practices.
|
|
49-75, 169
|
|
|
D - Employees.
|
|
18-19, 133, 170
|
|
|
E - Share ownership.
|
|
19, 83-84, 169
|
Item 7
|
|
Major Shareholders and Related Party Transactions
|
|
|
|
|
A - Major shareholders.
|
|
89
|
|
|
B - Related party transactions.
|
|
135-136
|
|
|
C - Interests of experts and counsel
|
|
n/a
|
Item 8
|
|
Financial Information
|
|
|
|
|
A - Consolidated Statements and Other Financial Information.
|
|
104-150, 180-187
|
|
|
B - Significant Changes.
|
|
n/a
|
Item 9
|
|
The Offer and Listing.
|
|
|
|
|
A - Offer and listing details.
|
|
n/a
|
|
|
B - Plan of distribution.
|
|
n/a
|
|
|
C - Markets.
|
|
170
|
|
|
D - Selling shareholders.
|
|
n/a
|
|
|
E - Dilution.
|
|
n/a
|
|
|
F - Expenses of the issue.
|
|
n/a
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
188
|
|
|
|
|
Page
|
Item 10
|
|
Additional Information.
|
|
|
|
|
A - Share capital.
|
|
170-173
|
|
|
B - Memorandum and articles of association.
|
|
169, 174-177
|
|
|
C - Material contracts.
|
|
174
|
|
|
D - Exchange controls.
|
|
177
|
|
|
E - Taxation.
|
|
177-179
|
|
|
F - Dividends and paying agents.
|
|
n/a
|
|
|
G - Statement by experts.
|
|
n/a
|
|
|
H - Documents on display.
|
|
177
|
|
|
I - Subsidiary Information.
|
|
149-150
|
Item 11
|
|
Quantitative and Qualitative Disclosures about Market Risk.
|
|
120-123, 145-147
|
Item 12
|
|
Description of Securities Other than Equity Securities.
|
|
|
|
|
A - Debt Securities.
|
|
n/a
|
|
|
B - Warrants and Rights.
|
|
n/a
|
|
|
C - Other Securities.
|
|
n/a
|
|
|
D - American Depository Shares.
|
|
n/a
|
Part II
|
|
|
|
|
Item 13
|
|
Defaults, Dividend Arrearages and Delinquencies.
|
|
n/a
|
Item 14
|
|
Material Modifications to the Rights of Security Holders and Use of Proceeds.
|
|
n/a
|
Item 15
|
|
Controls and Procedures.
|
|
103, 187
|
Item 16A
|
|
Audit committee financial expert.
|
|
58, 71
|
Item 16B
|
|
Code of Ethics.
|
|
58
|
Item 16C
|
|
Principal Accountant Fees and Services.
|
|
74, 134, 187
|
Item 16D
|
|
Exemptions from the Listing Standards for Audit Committees.
|
|
n/a
|
Item 16E
|
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
|
|
90, 171, 173
|
Item 16F
|
|
Change in Registrant’s Certifying Accountant.
|
|
n/a
|
Item 16G
|
|
Corporate Governance.
|
|
58
|
Item 16H
|
|
Mine Safety Disclosure
|
|
n/a
|
Part III
|
|
|
|
|
Item 17
|
|
Financial Statements.
|
|
104-150
|
Item 18
|
|
Financial Statements.
|
|
n/a
|
Item 19
|
|
Exhibits.
|
|
190
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
189
|
Articles of Association of CCEP (incorporated by reference to Exhibit 3 to CCEP’s Form S-8 registration statement filed with the SEC on June 1, 2016)
.
|
|
Shareholders’ Agreement by and among the Company, Olive Partners, S.A., European Refreshments, Coca-Cola GmbH and Vivaqa Beteiligungs GmbH & Co. KG (incorporated by reference to Annex C to the proxy statement/prospectus contained in CCEP’s Form F-4/A registration statement filed with the SEC on April 11, 2016).
|
|
Form of Bottler’s Agreement entered into between The Coca-Cola Company and the bottling subsidiaries of CCEP (incorporated by reference to Exhibit 10.7 to the Company’s Form F-4/A registration statement filed with the SEC on April 7, 2016).
|
|
Coca-Cola European Partners plc Long-Term Incentive Plan 2016 (incorporated by reference to Exhibit 4.1 to CCEP’s Form S-8 registration statement filed with the SEC on June 1, 2016).
|
|
Rules of the Coca-Cola Enterprises Belgium/Coca-Cola Enterprises Services Belgian and Luxembourg Share Savings Plan (incorporated by reference to Exhibit 4.3 to CCEP’s Form S-8 registration statement filed with the SEC on June 1, 2016).
|
|
Trust Deed and Rules of Coca-Cola Enterprises UK Share Plan (incorporated by reference to Exhibit 4.2 to the Company’s Form S-8 registration statement filed with the SEC on June 1, 2016).
|
|
The Coca-Cola Enterprises, Inc. 2010 Incentive Award Plan (As Amended Effective February 7, 2012) (incorporated by reference to Exhibit 99.1 to Coca-Cola Enterprises, Inc.’s Current Report on Form 8-K filed on February 9, 2012).
|
|
The Coca-Cola Enterprises, Inc. Legacy Long-Term Incentive Plan As Amended and Restated (Effective December 14, 2010) (incorporated by reference to Exhibit 10.9.1 to Coca-Cola Enterprises, Inc.’s Annual Report on Form 10-K filed on February 14, 2011).
|
|
Deed of Assumption and Replacement relating to Equity Awards of Coca-Cola Enterprises, Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Post-Effective Amendment No. 1 on Form S-8 to Form F-4 registration statement filed with the SEC on June 1, 2016).
|
|
List of Subsidiaries of the Company (included in Note 24 of the consolidated financial statements in this Annual Report on Form 20-F).
|
|
Rule 13a-14(a) Certification of Damian Gammell
|
|
Rule 13a-14(a) Certification of Nik Jhangiani
|
|
Rule 13a-14(b) Certifications
|
|
Consent of Ernst & Young LLP, UK
|
|
Exhibit 101.INS
|
XBRL Instance Document
|
Exhibit 101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Exhibit 101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Exhibit 101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Exhibit 101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Exhibit 101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
190
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
191
|
2010 Plan
|
CCE 2010 Incentive Award Plan
|
2016 UKCGC
|
the UK Corporate Governance Code (April 2016 edition)
|
2018 UKCGC
|
the UK Corporate Governance Code (July 2018 edition)
|
Admission
|
the date of the Company’s admission to the UK market (28 May 2016)
|
AGM
|
Annual General Meeting
|
ARR
|
Annual Report on Remuneration
|
Articles
|
Articles of Association of Coca-Cola European Partners plc
|
BEIS
|
Department for Business, Environment and Industrial Strategy of the UK
|
Board
|
Board of Directors of Coca-Cola European Partners plc
|
BPF
|
business performance factor
|
Brexit
|
the potential departure of the UK from the EU
|
Bribery Act or UKBA
|
the UK Bribery Act 2010
|
Business Unit
|
a business unit of the Group
|
CCE or Coca-Cola Enterprises
|
Coca-Cola Enterprises, Inc.
|
CCEG or Coca-Cola Erfrischungsgetränke or Germany
|
Coca-Cola Erfrischungsgetränke GmbH (which changed its name to Coca-Cola European Partners Deutschland GmbH from 22 August 2016)
|
CCEP or the Group
|
Coca-Cola European Partners plc (registered in England and Wales number 9717350) and its subsidiaries and subsidiary undertakings from time to time
|
CCEP LTIP
|
Long-Term Incentive Plan 2016
|
CCIP or Coca-Cola Iberian Partners
|
Coca-Cola Iberian Partners, S.A. (which changed its name to Coca-Cola European Partners Iberia S.L.U. from 1 January 2017)
|
CDP
|
formerly known as the Carbon Disclosure Project
|
CEO
|
Chief Executive Officer (of Coca-Cola European Partners plc)
|
CFO
|
Chief Financial Officer (of Coca-Cola European Partners plc)
|
CGU
|
cash generating units
|
Chairman
|
the Chairman of Coca-Cola European Partners plc
|
CIO
|
Chief Information Officer (of Coca-Cola European Partners plc)
|
Cobega
|
Cobega, S.A.
|
Coca-Cola system
|
comprises The Coca-Cola Company and more than 250 bottling partners worldwide
|
CoC
|
Code of Conduct
|
CODM
|
chief operating decision maker
|
Committee(s)
|
the five committees with delegated authority from the Board: the Audit, Remuneration, Nomination, Corporate Social Responsibility and Affiliated Transaction Committees
|
Committee Chairman/Chairmen
|
the Chairman/Chairmen of the Committee(s)
|
Committee member(s)
|
member(s) of the Committees
|
Companies Act
|
the UK Companies Act 2006, as amended
|
Company or Parent Company
|
Coca-Cola European Partners plc
|
Company Secretary
|
Company Secretary (of Coca-Cola European Partners plc)
|
Conflict
|
any matter which would involve a Director breaching his or her duty under the Companies Act to avoid a conflict of interest
|
CSR
|
Corporate Social Responsibility
|
CTA
|
Contractual Trust Arrangement
|
DEFRA
|
UK Department for Environment, Food and Rural Affairs
|
Deloitte
|
Deloitte LLP
|
Director(s)
|
a (the) director(s) of Coca-Cola European Partners plc
|
DRS
|
deposit return scheme
|
DTRs
|
the Disclosure Guidance and Transparency Rules of the UK Financial Conduct Authority
|
EBITDA
|
earnings before interest, tax, depreciation and amortisation
|
EEA
|
European Economic Area
|
EIR
|
effective interest rate
|
EPS
|
earnings per share
|
ERA
|
enterprise risk assessment
|
ESMA
|
European Securities and Markets Authority
|
ESP
|
Employee Share Plan
|
EU
|
European Union
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
192
|
EU Plastics Strategy
|
the European Strategy for Plastics in a Circular Economy
|
European Refreshments or ER
|
European Refreshments, a wholly-owned subsidiary of TCCC
|
Exchange Act
|
the US Securities Exchange Act of 1934
|
Executive Leadership Team or ELT
|
the CEO and his direct senior leadership reports
|
FCPA
|
US Foreign Corrupt Practices Act of 1977
|
FIFO
|
first-in, first-out method
|
Fimalac
|
Fimalac Developpement
|
FMCG
|
fast moving consumer goods
|
FPI
|
foreign private issuer, a term that applies to a company under the rules of the New York Stock Exchange that is not a domestic US company
|
FRC
|
the Financial Reporting Council
|
FRS
|
Financial Reporting Standards
|
FTSE4Good
|
a series of ethical investment stock market indices launched in 2001 by the FTSE Group
|
GAAP
|
Generally Accepted Accounting Principles
|
GB Scheme
|
the Great Britain defined benefit pension plan
|
GDPR
|
General Data Protection Regulation of the EU
|
GHG
|
greenhouse gas
|
Group or CCEP
|
Cola-Cola European Partners plc and its subsidiaries and subsidiary undertakings from time to time
|
HMRC
|
Her Majesty’s Revenue and Customs, the UK’s tax authority
|
IAS
|
International Accounting Standards
|
IASB
|
International Accounting Standards Board
|
IAS Regulations
|
International Accounting Standards (IAS) Regulations relate to the harmonisation of the financial information presented by issuers of securities in the European Union
|
IEA
|
International Energy Agency
|
IFRS
|
International Financial Reporting Standards
|
IGD
|
Institute of Grocery Distribution in the UK
|
INEDs
|
independent non-executive directors of Coca-Cola European Partners plc
|
Initial INEDs
|
independent non-executive directors who were appointed to the Company’s Board on completion of the Merger
|
IPF
|
individual performance factor
|
the IRC
|
the US Internal Revenue Code of 1986, as amended
|
ISAE 3000
|
International Standard on Assurance Engagements 3000
|
ISO
|
International Organisation for Standardisation
|
Legacy LTIP
|
CCE Legacy Long-Term Incentive Plan
|
Listing Rules or LRs
|
the Listing Rules of the UK Financial Conduct Authority
|
LSE
|
London Stock Exchange
|
LTI
|
long-term incentive
|
LTIP
|
Long-Term Incentive Plan
|
Merger
|
the formation of Coca-Cola European Partners plc on 28 May 2016 through the combination of the businesses of Coca-Cola Enterprises, Inc., Coca-Cola Iberian Partners, S.A. and Coca-Cola Erfrischungsgetränke GmbH
|
Merger Agreement
|
the merger agreement dated 6 August 2015 between Coca-Cola European Partners plc, Coca-Cola Enterprises, Inc., Coca-Cola European Partners Holdings US, Inc., formerly known as Orange U.S. HoldCo, LLC, and Coca-Cola European Partners US, LLC, formerly known as Orange MergeCo, LLC
|
NARTD
|
non-alcoholic ready to drink
|
NEDs
|
non-executive directors of Coca-Cola European Partners plc
|
NGO
|
non-governmental organisation
|
NYSE
|
New York Stock Exchange
|
NYSE Rules
|
the corporate governance rules of the NYSE
|
OFAC
|
Office of Foreign Assets Control of the US Department of the Treasury
|
Official List
|
the Official List is the list maintained by the Financial Conduct Authority of securities issued by companies for the purpose of those securities being traded on a UK regulated market such as Euronext London
|
Olive Partners
|
Olive Partners, S.A.
|
Company or Parent Company
|
Coca-Cola European Partners plc
|
Paris Climate Change Agreement
|
the agreement on climate change resulting from UN COP21, the UN Climate Change Conference, also known as the 2015 Paris Climate Conference
|
Pension Plan 1 and Pension Plan 2
|
the Germany defined benefit pension plans
|
PET
|
polyethylene terephthalate
|
PFIC
|
passive foreign investment company
|
Remuneration Policy
|
the Remuneration Policy as approved by shareholders at the Company’s AGM held on 22 June 2017
|
rPET
|
recycled PET
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
193
|
Prospectus
|
the prospectus dated 25 May 2016 issued to investors regarding the admission to the standard listing segment of the Official List and to trading on Euronext London and the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges (together the Spanish Stock Exchanges)
|
PSU
|
performance share unit
|
RMO
|
recovery management office
|
ROIC
|
return on invested capital
|
RSU
|
restricted stock unit
|
SBTi
|
Science Based Targets initiative
|
SAGP
|
Sustainable Agriculture Guiding Principles
|
SDRT
|
stamp duty reserve tax
|
SGP
|
Supplier Guiding Principles
|
SEC
|
Securities Exchange Commission of the US
|
Shareholders’ Agreement
|
the shareholders’ agreement dated 28 May 2016 between Coca-Cola European Partners plc and Olive Partners, S.A., European Refreshments, Coca-Cola GmbH and Vivaqa Beteiligungs Gmbh & Co. KG
|
SI
|
strategic imperative
|
SID
|
Senior Independent Director
|
SOX or the Sarbanes-Oxley Act
|
the US Sarbanes-Oxley Act of 2002
|
S&P
|
Standard & Poor’s
|
the Spanish Stock Exchanges
|
the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges
|
SUP Directive
|
Proposed EU Directive on the reduction of the impact of certain plastic products on the environment
|
SVA
|
source water vulnerability assessment
|
SWPP
|
source water protection plan
|
TCCC
|
The Coca-Cola Company
|
Transfer
|
the intention to transfer CCEP’s existing admission to trading on the market of Euronext London to the Main Market of LSE
|
TSR
|
total shareholder return
|
UK Accounting Standards
|
Financial Reporting Standards issued by the Accounting Standards Board
|
UKBA or Bribery Act
|
the UK Bribery Act 2010
|
UKCGC
|
UK Corporate Governance Code (see also 2016 UKCGC and 2018 UKCGC)
|
UNESDA
|
Union of European Soft Drinks Associations
|
unit case
|
approximately 5.678 litres or 24 servings, a typical volume measurement unit.
|
US GAAP
|
the US Generally Accepted Accounting Principles
|
US Tax Act
|
the Tax Cuts and Jobs Act 2017 of the US
|
VAT
|
value added tax
|
WEEE
|
EU Directive on Waste Electrical and Electronic Equipment
|
WRI/WBCSD GHG Protocol
|
World Resources Institute/World Business Council for Sustainable Development Greenhouse Gas Protocol
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
194
|
US shareholders:
|
Shareholders in Europe and outside the US:
|
Computershare
462 South 4th Street
Suite 1600
Louisville
KY 40202
1-800-418-4223
|
Computershare
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
+44 (0)370 702 0003
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
195
|
Coca-Cola European Partners plc / 2018 Integrated Report and Form 20-F
|
196
|
1.
|
I have reviewed this annual report on Form 20-F of Coca-Cola European Partners plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
1.
|
I have reviewed this annual report on Form 20-F of Coca-Cola European Partners plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d 15(f) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
•
|
Registration Statement No. 333-219945 on Form F-3, dated 14 August 2017
|
•
|
Registration Statement No. 333-208556 on Form S-8, dated 1 June 2016
|
•
|
Registration Statement No. 333-211764 on Form S-8, dated 1 June 2016
|