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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File No. 1-2217
The Coca-Cola Company
(Exact name of Registrant as specified in its Charter)
Delaware 58-0628465
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Coca-Cola Plaza 30313
Atlanta, Georgia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (404) 676-2121
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
---- ----
Indicate the number of shares outstanding of each of the Registrant's
classes of Common Stock as of the latest practicable date.
Class of Common Stock Outstanding at July 25, 2003
--------------------- ----------------------------
$.25 Par Value 2,457,779,425 Shares
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THE COCA-COLA COMPANY AND SUBSIDIARIES
Index
Part I. Financial Information
Page Number
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income
Three and six months ended June 30, 2003 and 2002 3
Condensed Consolidated Balance Sheets
June 30, 2003 and December 31, 2002 5
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2003 and 2002 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 24
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 39
Item 4. Controls and Procedures 39
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 40
2
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions except per share data)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2003 2002 2003 2002
-------- -------- -------- --------
NET OPERATING REVENUES $ 5,691 $ 5,368 $ 10,189 $ 9,447
Cost of goods sold 2,113 1,927 3,715 3,321
-------- -------- -------- --------
GROSS PROFIT 3,578 3,441 6,474 6,126
Selling, general and
administrative expenses 1,906 1,881 3,567 3,408
Other operating charges 70 - 229 -
-------- -------- -------- --------
OPERATING INCOME 1,602 1,560 2,678 2,718
Interest income 45 52 101 110
Interest expense 43 58 88 104
Equity income (loss) - net 190 176 239 237
Other income (loss) - net (44) (55) (57) (230)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES
AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE 1,750 1,675 2,873 2,731
Income taxes 388 452 676 776
-------- -------- -------- --------
NET INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE 1,362 1,223 2,197 1,955
Cumulative effect of
accounting change for SFAS
No. 142, net of income taxes:
Company operations - - - (367)
Equity investees - - - (559)
-------- -------- -------- --------
NET INCOME $ 1,362 $ 1,223 $ 2,197 $ 1,029
======== ======== ======== ========
BASIC NET INCOME PER SHARE (1):
Before accounting change $ .55 $ .49 $ .89 $ .79
Cumulative effect of
accounting change - - - (.37)
-------- -------- -------- --------
$ .55 $ .49 $ .89 $ .41
======== ======== ======== ========
3
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions except per share data)
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
2003 2002 2003 2002
-------- -------- -------- --------
DILUTED NET INCOME PER SHARE (1):
Before accounting change $ .55 $ .49 $ .89 $ .79
Cumulative effect of
accounting change - - - (.37)
-------- -------- -------- --------
$ .55 $ .49 $ .89 $ .41
======== ======== ======== ========
DIVIDENDS PER SHARE $ .22 $ .20 $ .44 $ .40
======== ======== ======== ========
AVERAGE SHARES OUTSTANDING 2,463 2,479 2,466 2,480
Dilutive effect of
stock options 3 8 3 6
-------- -------- -------- --------
Average Shares Outstanding
Assuming Dilution 2,466 2,487 2,469 2,486
======== ======== ======== ========
See Notes to Condensed Consolidated Financial Statements.
(1) The sum of Basic and Diluted Net Income Per Share Before Accounting Change
and Cumulative Effect of Accounting Change for the six months ended June
30, 2002 does not agree to reported Basic and Diluted Net Income Per Share
due to rounding.
4
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions except share data)
ASSETS
June 30, December 31,
2003 2002
---------- ------------
CURRENT
Cash and cash equivalents $ 3,324 $ 2,126
Marketable securities 236 219
---------- ----------
3,560 2,345
Trade accounts receivable, less
allowances of $59 at June 30
and $55 at December 31 2,341 2,097
Inventories 1,458 1,294
Prepaid expenses and other assets 1,866 1,616
---------- ----------
TOTAL CURRENT ASSETS 9,225 7,352
---------- ----------
INVESTMENTS AND OTHER ASSETS
Equity method investments
Coca-Cola Enterprises Inc. 1,084 972
Coca-Cola Hellenic Bottling
Company S.A. 1,066 872
Coca-Cola FEMSA, S.A. de C.V. 849 347
Coca-Cola Amatil Limited 589 492
Other, principally bottling
companies 1,573 2,054
Cost method investments,
principally bottling companies 252 254
Other assets 2,978 2,694
---------- ----------
8,391 7,685
---------- ----------
PROPERTY, PLANT AND EQUIPMENT
Land 422 385
Buildings and improvements 2,559 2,332
Machinery and equipment 6,278 5,888
Containers 399 396
---------- ----------
9,658 9,001
Less allowances for depreciation 3,399 3,090
---------- ----------
6,259 5,911
---------- ----------
TRADEMARKS WITH INDEFINITE LIVES 1,879 1,724
GOODWILL AND OTHER INTANGIBLE ASSETS 2,195 1,829
---------- ----------
TOTAL ASSETS $ 27,949 $ 24,501
========== ==========
5
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions except share data)
LIABILITIES AND SHARE-OWNERS' EQUITY
June 30, December 31,
2003 2002
---------- ------------
CURRENT
Accounts payable and accrued expenses $ 4,596 $ 3,692
Loans and notes payable 2,801 2,475
Current maturities of long-term debt 485 180
Accrued income taxes 1,199 994
---------- ----------
TOTAL CURRENT LIABILITIES 9,081 7,341
---------- ----------
LONG-TERM DEBT 2,550 2,701
---------- ----------
OTHER LIABILITIES 2,488 2,260
---------- ----------
DEFERRED INCOME TAXES 296 399
---------- ----------
SHARE-OWNERS' EQUITY
Common stock, $.25 par value
Authorized: 5,600,000,000 shares
Issued: 3,492,391,383 shares at June 30;
3,490,818,627 shares at December 31 873 873
Capital surplus 4,119 3,857
Reinvested earnings 25,617 24,506
Accumulated other comprehensive
income (loss) (2,199) (3,047)
---------- ----------
28,410 26,189
Less treasury stock, at cost
(1,031,977,112 shares at June 30;
1,019,839,490 shares at December 31) 14,876 14,389
---------- ----------
13,534 11,800
---------- ----------
TOTAL LIABILITIES AND SHARE-OWNERS' EQUITY $ 27,949 $ 24,501
========== ==========
See Notes to Condensed Consolidated Financial Statements.
6
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
Six Months Ended
June 30,
-----------------------
2003 2002
-------- --------
OPERATING ACTIVITIES
Net income $ 2,197 $ 1,029
Depreciation and amortization 411 398
Stock-based compensation expense 222 217
Deferred income taxes (219) (196)
Equity income or loss, net of dividends (169) (173)
Foreign currency adjustments (108) 16
Gains on sale of assets, including bottling interests (14) (8)
Cumulative effect of accounting change - 926
Other operating charges 196 -
Other items 167 203
Net change in operating assets and liabilities (553) (256)
-------- --------
Net cash provided by operating activities 2,130 2,156
-------- --------
INVESTING ACTIVITIES
Acquisitions and investments,
principally trademarks and bottling companies (205) (267)
Purchases of investments and other assets (55) (62)
Proceeds from disposals of investments
and other assets 130 46
Purchases of property, plant and equipment (398) (374)
Proceeds from disposals of property, plant
and equipment 47 35
Other investing activities 17 36
-------- --------
Net cash used in investing activities (464) (586)
-------- --------
FINANCING ACTIVITIES
Issuances of debt 932 1,189
Payments of debt (614) (1,272)
Issuances of stock 24 85
Purchases of stock for treasury (433) (301)
Dividends (545) (497)
-------- --------
Net cash used in financing activities (636) (796)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS 168 31
-------- --------
CASH AND CASH EQUIVALENTS
Net increase during the period 1,198 805
Balance at beginning of period 2,126 1,866
-------- --------
Balance at end of period $ 3,324 $ 2,671
======== ========
See Notes to Condensed Consolidated Financial Statements.
7
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited Condensed Consolidated Financial Statements have
been prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information
and notes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has been no
material change in the information disclosed in the notes to the consolidated
financial statements included in the Annual Report on Form 10-K of The Coca-Cola
Company for the year ended December 31, 2002. When used in these notes, the
terms "Company," "we," "us" or "our" mean The Coca-Cola Company and its
divisions and subsidiaries. In the opinion of management, all adjustments
(including normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three and six month
periods ended June 30, 2003 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2003.
Certain amounts in our prior period financial statements have been
reclassified to conform to the current period presentation. Additionally, 2002
results were restated to reflect the Company's adoption of the preferable fair
value recognition provisions of Statement of Financial Accounting Standards
(SFAS) No. 123, "Accounting for Stock-Based Compensation" under the modified
prospective transition method selected by our Company as described in SFAS No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure."
Refer to Note H.
NOTE B - SEASONALITY
Sales of nonalcoholic beverages are somewhat seasonal, with the second and
third calendar quarters accounting for the highest sales volumes in the Northern
Hemisphere. The volume of sales in the beverages business may be affected by
weather conditions.
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE C - COMPREHENSIVE INCOME
Total Comprehensive Income for the three months ended June 30, 2003 and
2002 was comprised of the following:
For the three months ended June 30,
-----------------------------------
2003 2002
---- ----
Net income $ 1,362 $ 1,223
Net foreign currency translation
gain 603 224
Net loss on derivative financial
instruments (22) (100)
Net change in unrealized gain (loss) on
available-for-sale securities 17 (11)
Net change in minimum pension liability 14 (33)
-------- --------
Total comprehensive income $ 1,974 $ 1,303
======== ========
Total Comprehensive Income for the six months ended June 30, 2003 and 2002
was comprised of the following:
For the six months ended June 30,
-----------------------------------
2003 2002
---- ----
Net income $ 2,197 $ 1,029
Net foreign currency translation
gain 870 84
Net loss on derivative financial
instruments (19) (116)
Net change in unrealized gain on
available-for-sale securities 15 67
Net change in minimum pension liability (18) (33)
-------- --------
Total comprehensive income $ 3,045 $ 1,031
======== ========
Net foreign currency translation gain for the three months and six months
ended June 30, 2003 resulted primarily from the strengthening of certain
currencies against the U.S. dollar, particularly the euro and Japanese yen,
partially offset by weakening Latin American currencies. Net loss on derivative
financial instruments for the three months and six months ended June 30, 2002
was impacted primarily by decreases in the fair value of outstanding hedging
instruments, primarily related to the Japanese yen. Fluctuations in the value of
the hedging instruments are generally offset by changes in the fair value or
cash flows of the underlying exposures being hedged.
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D - ACCOUNTING PRONOUNCEMENTS
Effective January 1, 2002, our Company adopted the fair value method
defined in SFAS No. 123. For information regarding the adoption of the fair
value method defined in SFAS No. 123, refer to Note H.
Effective January 1, 2003, the Company adopted SFAS No. 146, "Accounting
for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)." SFAS
No. 146 requires that a liability for a cost associated with an exit or disposal
plan be recognized when the liability is incurred. Under SFAS 146, an exit or
disposal plan exists when the following criteria are met:
* Management, having the authority to approve the action, commits to a plan of
termination.
* The plan identifies the number of employees to be terminated, their job
classifications or functions and their locations, and the expected completion
date.
* The plan establishes the terms of the benefit arrangement, including the
benefits that employees will receive upon termination (including but not
limited to cash payments), in sufficient detail to enable employees to
determine the type and amount of benefits they will receive if they are
involuntarily terminated.
* Actions required to complete the plan indicate that it is unlikely that
significant changes to the plan will be made or that the plan will be
withdrawn.
SFAS No. 146 establishes that fair value is the objective for initial
measurement of the liability. In cases where employees are required to render
service until they are terminated in order to receive termination benefits, a
liability for termination benefits is recognized ratably over the future service
period. Under EITF Issue No. 94-3, a liability for the entire amount of the exit
cost was recognized at the date that the entity met the four criteria described
above. For information regarding the impact of adopting SFAS No. 146 and the
impact of the streamlining initiatives that the Company has undertaken during
the three and six months ended June 30, 2003, refer to Note G.
10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D - ACCOUNTING PRONOUNCEMENTS (Continued)
In November 2002, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others." This
interpretation elaborates on the disclosures to be made by a guarantor in
interim and annual financial statements about the obligations under certain
guarantees. Our Company adopted the disclosure provisions of FASB Interpretation
No. 45 as of December 31, 2002. FASB Interpretation No. 45 also clarifies that a
guarantor is required to recognize, at the inception of a guarantee, a liability
for the fair value of the obligation undertaken in issuing the guarantee. The
initial recognition and initial measurement provisions of this interpretation
are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. We do not currently provide significant guarantees on a
routine basis. As a result, this interpretation has not had a material impact on
our financial statements.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." This interpretation addresses the consolidation of
business enterprises (variable interest entities) to which the usual condition
(ownership of a majority voting interest) of consolidation does not apply. This
interpretation focuses on financial interests that indicate control. It
concludes that in the absence of clear control through voting interests, a
company's exposure (variable interest) to the economic risks and potential
rewards from the variable interest entity's assets and activities are the best
evidence of control. Variable interests are rights and obligations that convey
economic gains or losses from changes in the values of the variable interest
entity's assets and liabilities. Variable interests may arise from financial
instruments, service contracts, nonvoting ownership interests and other
arrangements. If an enterprise holds a majority of the variable interests of an
entity, it would be considered the primary beneficiary. The primary beneficiary
would be required to include assets, liabilities and the results of operations
of the variable interest entity in its financial statements. This interpretation
applies immediately to variable interest entities that are created after or for
which control is obtained after January 31, 2003. For variable interest entities
created prior to February 1, 2003, the provisions would be applied effective
July 1, 2003.
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D - ACCOUNTING PRONOUNCEMENTS (Continued)
Our Company holds variable interests in certain entities, primarily
bottlers, that are currently accounted for under the equity method of
accounting. As a result, these entities may be considered variable interest
entities, and it is reasonably possible that the Company may be required to
consolidate such variable interest entities as of July 1, 2003, the effective
date of FASB Interpretation No. 46. The difference between consolidation and the
equity method impacts certain financial ratios because of the presentation of
the detailed line items reported in the financial statements. However,
consolidated net income for the period and our share-owners' equity at the end
of the period are the same whether the investment in the company is accounted
for under the equity method or the company is consolidated. We do not expect
this interpretation to have a material impact on our financial statements
because the entities that we expect to consolidate are not material to our
financial statements.
NOTE E - ACQUISITIONS AND INVESTMENTS
In December 2002, one of the Company's equity method investees, Coca-Cola
FEMSA, S.A. de C.V. (Coca-Cola FEMSA), entered into a merger agreement with
another of the Company's equity method investees, Panamerican Beverages, Inc.
(Panamco). This merger proposal was approved by share owners of Panamco in April
2003, and the merger was consummated effective May 6, 2003. Under the terms of
the merger, the Company received new Coca-Cola FEMSA shares in exchange for all
Panamco shares previously held by the Company. This exchange of shares was
treated as a non-monetary exchange of similar productive assets, and no gain or
loss was recorded by the Company as a result of this merger. The Company's
ownership interest in Coca-Cola FEMSA increased from 30 percent to 39.6 percent
as a result of this merger. As part of this merger, Coca-Cola FEMSA initiated
steps to streamline and integrate the operations. The Company and the major
share owner of Coca-Cola FEMSA have an understanding which will permit this
share owner to purchase from our Company an amount of Coca-Cola FEMSA shares
sufficient for this share owner to regain a 51 percent ownership interest in
Coca-Cola FEMSA. Pursuant to this understanding, which is in place until May
2006, this share owner would pay the higher of the prevailing market price per
share at the time of the sale or the sum of approximately $2.22 per share plus
the Company's carrying costs.
In March 2003, our Company acquired a 100 percent ownership interest in
Truesdale Packaging Company LLC (Truesdale) from Coca-Cola Enterprises Inc. for
cash consideration of approximately $60 million. Truesdale owns noncarbonated
beverage production facilities. The purchase price was primarily allocated to
the property, plant and equipment acquired. No amount has been allocated to
intangible assets. The purchase price allocation is subject to refinement.
Truesdale is included in our North America operating segment.
12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE E - ACQUISITIONS AND INVESTMENTS (Continued)
In November 2001, we entered into a Control and Profit and Loss Transfer
Agreement (CPL) with Coca-Cola Erfrischungsgetraenke AG (CCEAG). Under the terms
of the CPL, our Company acquired management control of CCEAG. In November 2001,
we also entered into a Pooling Agreement with certain share owners of CCEAG that
provided our Company with voting control of CCEAG. Both agreements became
effective in February 2002, when our Company acquired control of CCEAG, for a
term ending no later than December 31, 2006. CCEAG is included in our Europe,
Eurasia and Middle East operating segment. As a result of acquiring control of
CCEAG, our Company is working to help focus its sales and marketing programs and
assist in developing the business. This transaction was accounted for as a
business combination, and the results of CCEAG's operations have been included
in the Company's financial statements since February 2002. Prior to February
2002, our Company accounted for CCEAG under the equity method of accounting. As
of December 31, 2002, our Company had an approximate 41 percent ownership
interest in the outstanding shares of CCEAG. In return for control of CCEAG,
pursuant to the CPL we guaranteed annual payments, in lieu of dividends by
CCEAG, to all other CCEAG share owners. These guaranteed annual payments equal
..76 euro for each CCEAG share outstanding. Additionally, all other CCEAG share
owners entered into either a put or a put/call option agreement with the
Company, exercisable at the end of the term of the CPL at agreed prices. Our
Company entered into either put or put/call agreements for shares representing
an approximate 59 percent interest in CCEAG. The spread in the strike prices of
the put and call options is approximately 3 percent.
As of the date of the transaction, the Company concluded that the exercise
of the put and/or call agreements was a virtual certainty based on the minimal
differences in the strike prices. We concluded that either the holder of the put
option would require the Company to purchase the shares at the agreed-upon put
strike price, or the Company would exercise its call option and require the
share owner to tender its shares at the agreed-upon call strike price. The
holders of the puts or calls may exercise their rights at any time up to the
expiration date, which in this case is in five years. If these rights are
exercised, the actual transfer of shares would not occur until the end of the
term of the CPL. Coupled with the guaranteed payments in lieu of dividends for
the term of the CPL, these instruments represented the financing vehicle for the
transaction. As such, the Company determined that the economic substance of the
transaction resulted in the acquisition of the remaining outstanding shares of
CCEAG and required the Company to account for the transaction as a business
combination. Furthermore, the terms of the CPL transfer control and all of the
economic risks and rewards of CCEAG to the Company immediately.
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE E - ACQUISITIONS AND INVESTMENTS (Continued)
The present value of the total amount likely to be paid by our Company to
all other CCEAG share owners, including the put or put/call payments and the
guaranteed annual payments in lieu of dividends, is approximately $920 million
at June 30, 2003. This amount has increased from the initial liability of
approximately $600 million due to the accretion of the discounted value to the
ultimate maturity of the liability, as well as approximately $250 million of
translation adjustment related to this liability. This liability is included in
the caption Other Liabilities. The accretion of the discounted value to its
ultimate maturity value is recorded in the caption Other Income (Loss) - Net,
and this amount was approximately $13 million and $9 million, respectively, for
the three months ended June 30, 2003 and June 30, 2002, and approximately $25
million and $15 million, respectively, for the six months ended June 30, 2003
and June 30, 2002.
In November 2001, our Company and Coca-Cola Bottlers Philippines, Inc.
(CCBPI) entered into a sale and purchase agreement with RFM Corp. to acquire its
approximate 83 percent interest in Cosmos Bottling Corporation (CBC), a publicly
traded Philippine beverage company. CBC is an established carbonated soft drink
business in the Philippines. As of the date of the agreement, the Company
began supplying concentrate for this operation. The purchase of RFM's interest
was finalized on January 3, 2002. On March 7, 2002, a tender offer was completed
with our Company and CCBPI acquiring all shares of the remaining minority share
owners except for shares representing a one percent interest in CBC. This
transaction was accounted for as a business combination, and the results of
CBC's operations were included in the Company's Consolidated Financial
Statements from and after January 3, 2002. CBC is included in our Asia operating
segment.
The Company and CCBPI agreed to restructure the ownership of the operations
of CBC, and this transaction was completed in April of 2003. This transaction
resulted in the Company owning all the acquired trademarks and CCBPI owning all
the acquired bottling assets. Accordingly, CBC's bottling assets were
deconsolidated by the Company in April of 2003. No gain or loss was recorded by
our Company upon completion of the transaction, as the fair value of the assets
exchanged were approximately equal. Additionally, there was no impact on our
cash flows related to this transaction.
14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE F - OPERATING SEGMENTS
The Company's operating structure includes the following operating
segments: North America; Africa; Europe, Eurasia and Middle East; Latin America;
Asia; and Corporate. North America includes the United States, Canada and Puerto
Rico. Prior period amounts have been reclassified to conform to the current
period presentation. Information about our Company's operations as of and for
the three months ended June 30, 2003 and 2002, by operating segment, is as
follows (in millions):
Europe,
North Eurasia & Latin
America Africa Middle East America Asia Corporate Consolidated
------- ------ ----------- ------- ------- --------- ------------
2003
----
Net operating
revenues $ 1,713 $ 181 $ 1,809 $ 485 $ 1,444 $ 59 $ 5,691
Operating
income (1) 402 51 594 233 486 (164) 1,602
Income before
income taxes and
cumulative effect
of accounting
change (1) 411 48 616 258 502 (85) 1,750
Identifiable
operating
assets 5,292 551 5,649 1,299 2,357 7,388 22,536
Investments 106 106 1,342 1,435 1,294 1,130 5,413
2002
----
Net operating
revenues $ 1,644 $ 184 $ 1,458 $ 554 $ 1,480 $ 48 $ 5,368
Operating income 430 53 456 266 556 (201) 1,560
Income before
income taxes and
cumulative effect
of accounting
change 438 46 454 311 564 (138) 1,675
Identifiable
operating
assets 4,991 541 4,800 1,339 2,254 6,558 20,483
Investments 137 97 986 1,488 1,181 915 4,804
Intercompany transfers between operating segments are not material.
(1) Operating Income and Income Before Income Taxes and Cumulative Effect of
Accounting Change for the three months ended June 30, 2003 were reduced
by $53 million for North America, $14 million for Europe, Eurasia and
Middle East, and $3 million for Latin America as a result of other
operating charges associated with the streamlining initiatives. Refer to
Note G.
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE F - OPERATING SEGMENTS (Continued)
Information about our Company's operations for the six months ended June
30, 2003 and 2002, by operating segment, is as follows (in millions):
Europe,
North Eurasia & Latin
America Africa Middle East America Asia Corporate Consolidated
------- ------ ----------- ------- ------- --------- ------------
2003
----
Net operating
revenues $ 3,149 $ 356 $ 3,098 $ 968 $ 2,530 $ 88 $ 10,189
Operating income (1) 656 118 942 475 834 (347) 2,678
Income before
income taxes and
cumulative effect
of accounting
change (1) 681 112 945 527 862 (254) 2,873
2002
----
Net operating
revenues $ 3,006 $ 329 $ 2,475 $ 1,097 $ 2,458 $ 82 $ 9,447
Operating income 768 108 785 537 911 (391) 2,718
Income before
Income taxes and
cumulative effect
of accounting
change (2) 779 103 758 550 924 (383) 2,731
Intercompany transfers between operating segments are not material.
(1) Operating Income and Income Before Income Taxes and Cumulative Effect of
Accounting Change for the six months ended June 30, 2003 were reduced by
$134 million for North America, $69 million for Europe, Eurasia and
Middle East, $23 million for Corporate, and $3 million for Latin America
as a result of other operating charges associated with the streamlining
initiatives. Operating Income and Income Before Income Taxes and
Cumulative Effect of Accounting Change for the six months ended June 30,
2003 were increased by $52 million for Corporate as a result of the
Company's receipt of a settlement related to a vitamin antitrust
litigation matter. Refer to Note G.
(2) Income Before Income Taxes and Cumulative Effect of Accounting Change for
Latin America in 2002 was negatively impacted by a charge related to a
write-down of investments in Latin America partially offset by the
Company's share of a gain recorded by one of our investees in
Latin America. Refer to Note G.
16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE G - SIGNIFICANT OPERATING AND NON-OPERATING ITEMS
In the first quarter of 2003, the Company reached a settlement with certain
defendants in a vitamin antitrust litigation matter. In that litigation, the
Company alleged that certain vitamin manufacturers participated in a global
conspiracy to fix the price of some vitamins, including vitamins used in the
manufacture of some of the Company's products. During the first quarter of 2003,
the Company received a settlement relating to this litigation of approximately
$52 million on a pretax basis, or $0.01 per share on an after-tax basis. The
amount was recorded as a reduction to Cost of Goods Sold.
During the first quarter of 2003, the Company initiated steps to streamline
and simplify its operations, primarily in North America and Germany. In North
America, the Company is integrating the operations of our three separate North
American business units - Coca-Cola North America, The Minute Maid Company and
Fountain. In Germany, CCEAG is taking steps to improve efficiency in sales,
distribution and manufacturing. As described in Note D, under SFAS No. 146, a
liability is accrued only when certain criteria are met. Of the Company's total
streamlining initiatives, certain components of these initiatives have met these
criteria as of June 30, 2003. The total cost expected to be incurred for these
components of the streamlining initiatives that, as of June 30, 2003, meet the
criteria described in Note D is approximately $260 million.
Employees separated from the Company as a result of these streamlining
initiatives were offered severance or early retirement packages, as appropriate,
which included both financial and non-financial components. The expenses
recorded during the first six months of 2003 included costs associated with
involuntary terminations and other direct costs associated with implementing
these initiatives. Other direct costs included the relocation of employees;
contract termination costs; costs associated with the development, communication
and administration of these initiatives; and asset write-offs. In the second
quarter of 2003, the Company incurred total pretax expenses related to these
streamlining initiatives of approximately $70 million, or $0.02 per share after
tax. In the first six months of 2003, the Company incurred total pretax expenses
related to these streamlining initiatives of approximately $229 million, or
$0.06 per share after tax. These expenses were recorded in Other Operating
Charges. The table below provides more details related to these costs. As of
June 30, 2003, approximately 1,300 associates had been separated pursuant to
these streamlining initiatives.
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE G - SIGNIFICANT OPERATING AND NON-OPERATING ITEMS (Continued)
The table below summarizes the costs incurred to date, the balance of
accrued streamlining expenses and the movement in that accrual as of and for the
three months ended June 30, 2003 (in millions):
Accrued Accrued
Balance Costs Noncash Balance
March 31, Incurred and June 30,
Cost Summary 2003 April-June Payments Exchange 2003
------------ --------- ---------- -------- -------- --------
Severance pay and benefits $ 105 $ 16 $ (31) $ 3 $ 93
Retirement related benefits 33 4 - - 37
Outside services - legal,
outplacement, consulting 5 7 (8) - 4
Other direct costs 9 21 (17) - 13
------- ------- -------- ------- -------
Total $ 152 $ 48 $ (56) $ 3 $ 147
======= ======= ======== ======= =======
Asset impairments $ 22
-------
Total Costs Incurred $ 70
=======
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE G - SIGNIFICANT OPERATING AND NON-OPERATING ITEMS (Continued)
The table below summarizes the total costs expected to be incurred for the
components of the streamlining initiatives which have met the criteria described
in SFAS No. 146, the costs incurred to date, the balance of accrued streamlining
expenses and the movement in that accrual as of and for the six months ended
June 30, 2003 (in millions):
Total
Costs Accrued
Expected Costs Noncash Balance
to be Incurred and June 30,
Cost Summary Incurred to Date Payments Exchange 2003
------------ -------- -------- -------- -------- --------
Severance pay and benefits $ 138 $ 123 $ (33) $ 3 $ 93
Retirement related benefits 53 37 - - 37
Outside services - legal,
outplacement, consulting 18 17 (13) - 4
Other direct costs 29 30 (17) - 13
------- ------- -------- ------- -------
Total $ 238 $ 207 $ (63) $ 3 $ 147
======= ======= ======== ======= =======
Asset impairments $ 22 $ 22
------- -------
Total Costs Incurred $ 260 $ 229
======= =======
The total amount of costs expected to be incurred for the components of the
streamlining initiatives which have met the criteria described in SFAS No. 146
and the costs incurred to date for the six months ended June 30, 2003 by
operating segment is as follows (in millions):
Total
Costs Costs
Expected Incurred
to be Incurred to Date
-------------- --------
North America $ 150 $ 134
Europe, Eurasia and Middle East 80 69
Latin America 7 3
Corporate 23 23
------- -------
Total $ 260 $ 229
======= =======
19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE G - SIGNIFICANT OPERATING AND NON-OPERATING ITEMS (Continued)
Our Company had direct and indirect ownership interests totaling
approximately 18 percent in Cervejarias Kaiser S.A. (Kaiser S.A.). In March
2002, Kaiser S.A. sold its investment in Cervejarias Kaiser Brazil Ltda to
Molson Inc. (Molson) for cash of approximately $485 million and shares of Molson
valued at approximately $150 million. Our Company's pretax share of the gain
related to this sale was approximately $51 million, of which approximately $28
million was recorded in the caption Equity Income (Loss) and approximately $23
million was recorded in the caption Other Income (Loss) - Net.
In the first quarter of 2002, our Company recorded a non-cash pretax charge
of approximately $157 million (recorded in the caption Other Income (Loss) -
Net) primarily related to the write-down of our investments in Latin America.
This write-down reduced the carrying value of the investments in Latin America
to fair value. The charge was primarily the result of the economic developments
in Argentina during the first quarter of 2002, including the devaluation of the
Argentine peso and the severity of the unfavorable economic outlook.
20
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE H - RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS
Our Company currently sponsors stock option plans and restricted stock
award plans. Prior to 2002, our Company accounted for those plans under the
recognition and measurement provisions of APB Opinion No. 25, "Accounting for
Stock Issued to Employees" (APB No. 25) and related interpretations. No
stock-based employee compensation expense for stock options was reflected in Net
Income for years prior to 2002, as all stock options granted under those plans
had an exercise price equal to the fair market value of the underlying common
stock on the date of grant. Effective January 1, 2002, our Company adopted the
preferable fair value recognition provisions of SFAS No. 123. Under the modified
prospective transition method selected by our Company as described in SFAS No.
148, compensation cost recognized for the three and six months ended June 30,
2003 and 2002 is the same as that which would have been recognized had the fair
value method of SFAS No. 123 been applied from its original effective date.
The impact of the adoption of the fair value method of accounting for
stock-based compensation was an increase to stock-based compensation expense of
approximately $105 million and approximately $92 million, respectively, for the
three month periods ended June 30, 2003 and June 30, 2002. The impact of this
adoption was an increase to stock-based compensation expense of approximately
$219 million and approximately $187 million, respectively, for the six-month
periods ended June 30, 2003 and June 30, 2002. This stock compensation expense
was recorded in the caption Selling, General and Administrative Expenses. As a
result of adopting SFAS No. 123 and SFAS No. 148, our results for the three
months and six months ended June 30, 2002 were restated to reflect the impact of
the adoption of the fair value method under SFAS 123. For the quarter ended June
30, 2002, the impact of this restatement on Selling, General and Administrative
Expenses was an increase of approximately $92 million; and the impact on Income
Taxes was a decrease of approximately $25 million, resulting in a negative
impact to Net Income of approximately $67 million. For the six months ended June
30, 2002, the impact of this restatement on Selling, General and Administrative
Expenses was an increase of approximately $187 million; and the impact on Income
Taxes was a decrease of approximately $51 million, resulting in a negative
impact to Net Income of approximately $136 million. The income per share impact
of this restatement was a reduction of $0.03 per share and $0.06 per share,
respectively, for the three months and six months ended June 30, 2002. In
accordance with the modified prospective method of adoption, results for years
prior to 2002 have not been restated.
21
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE I - COMMITMENTS AND CONTINGENCIES
In 2003, we have adopted the initial recognition and measurement provisions
of FASB Interpretation No. 45. Because we do not currently provide significant
guarantees on a routine basis, there has been no material effect to our
financial statements. The initial recognition and measurement provisions of this
Interpretation are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002.
As of June 30, 2003, we were contingently liable for guarantees of
indebtedness owed by third parties in the amount of $610 million. These
guarantees are related to third-party customers and bottlers and have arisen
through the normal course of business. These guarantees have various terms, and
none of these guarantees are individually significant. We do not consider it
probable that we will be required to satisfy these guarantees. Additionally, the
Company is presently negotiating the extension of a $250 million stand-by line
of credit to Coca-Cola FEMSA. This line of credit contains normal market terms
and is subject to the execution of final agreements.
We believe our exposure to concentrations of credit risk is limited due to
the diverse geographic areas covered by our operations.
The Company is also involved in various legal proceedings. Management
believes that any liability to the Company that may arise as a result of
currently pending legal proceedings, including those discussed below, will not
have a material adverse effect on the financial condition of the Company taken
as a whole.
During the period from 1970 to 1981, our Company owned Aqua-Chem, Inc.
(Aqua-Chem). A division of Aqua-Chem manufactured certain boilers that contained
gaskets that Aqua-Chem purchased from outside suppliers. Several years after our
Company sold this entity, Aqua-Chem received its first lawsuit relating to
asbestos, a component of some of the gaskets. Aqua-Chem has notified our Company
that it believes we are obligated to them for certain costs and expenses
associated with the litigation. Aqua-Chem has demanded that our Company
reimburse it for approximately $10 million for out-of-pocket litigation-related
expenses incurred over the last 18 years. Aqua-Chem has also demanded that the
Company acknowledge a continuing obligation to Aqua-Chem for any future
liabilities and expenses that are excluded from coverage under the applicable
insurance or for which there is no insurance. Our Company disputes Aqua-Chem's
claims, and we believe we have no obligation to Aqua-Chem for any of its past,
present or future liabilities, costs or expenses. Furthermore, we believe we
have substantial legal and factual defenses to Aqua-Chem's claims. The parties
have entered into litigation to resolve this dispute. The Company believes
Aqua-Chem has substantial insurance coverage to pay Aqua-Chem's asbestos
claimants. An estimate of possible losses over time, if any, cannot be made at
this time.
22
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE I - COMMITMENTS AND CONTINGENCIES (Continued)
The Competition Authority of the European Commission made unannounced
visits to the offices of the Company and our bottling partners in Austria,
Belgium, Denmark, Germany and Great Britain several years ago. Similarly, the
Spanish competition authorities made unannounced visits to our own offices and
those of certain bottlers in Spain in 2000. The European Commission and the
Spanish competition authorities continue their investigations into unspecified
market practices in their respective jurisdictions. The Company believes we have
substantial legal and factual defenses in these matters.
Additionally, at the time of divesting our interest in a consolidated
entity, we sometimes agree to indemnify the buyer for specific liabilities
related to the period we owned the entity. Management believes that any
liability to the Company that may arise as a result of any such indemnification
agreements will not have a material adverse effect on the financial condition of
the Company taken as a whole.
23
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
BEVERAGE VOLUME
We measure our sales volume in two ways: (1) gallons and (2) unit cases of
finished products. "Gallons" represent our primary business and measure the
volume of concentrates, syrups, beverage bases, finished beverages and powders
(in all cases, expressed in equivalent gallons of syrup) for all beverage
products which are reportable as unit case volume. Most of our revenues are
based on this measure of primarily wholesale activity, which consists mainly of
our sales to bottlers and customers.
We also measure volume in unit cases. "Unit case" means a unit of
measurement equal to 192 U.S. fluid ounces of finished beverage (24 eight-ounce
servings). "Unit case volume" means the number of unit cases (or unit case
equivalents) of Company trademark or licensed beverage products directly or
indirectly sold by the Coca-Cola system to customers. Volume primarily consists
of beverage products bearing Company trademarks. Also included in unit case
volume are certain products licensed to our Company or owned by our bottling
partners, for which our Company provides marketing support and derives profit
from the sales. Such products licensed to our Company or owned by our bottling
partners account for a minimal portion of total unit case volume. Although most
of our Company's revenues are not based directly on unit case volume, we believe
unit case volume is one of the measures of the underlying strength of the
Coca-Cola system because it measures trends at the consumer level.
In the second quarter of 2003, our worldwide unit case volume increased 5
percent compared to the second quarter of 2002. The increase in unit case volume
was driven by 5 percent volume growth for international operations and 3 percent
growth for North American operations. The worldwide volume growth was driven by
growth in certain markets and also benefited from several recent strategic
acquisitions and license agreements. The North America volume growth resulted
almost entirely from 2002 transactions involving the Danone and Evian water
brands and Seagram's mixers. Unit case volume increases for products such as
diet Vanilla Coke and diet Coke, as well as the launch of Sprite Remix, were
partially offset by a 1 percent decline in Foodservice and Hospitality Division
unit cases, compared to the prior year second quarter, resulting from weak
overall restaurant traffic in the quarter. Second quarter 2003 unit case volume
for the Company's international operating segments included 3 percent growth for
Africa; 7 percent growth for Europe, Eurasia and Middle East; 5 percent growth
for Latin America; and 4 percent growth for Asia. In Africa, growth was driven
by increased volume in Southern Africa, partially offset by the impact of a
challenging operating environment in parts of North and West Africa due to the
ongoing political and economic instability in those regions. The Company had
increased volume in West Europe, in markets such as Spain, Great Britain,
France, Belgium and Italy, as well as in key markets in Central and Eastern
Europe. In Germany, unit case volume in the second quarter of 2003 was flat
compared to the second quarter of 2002, reflecting improvement from first
quarter trends that were impacted by the implementation of a deposit law on
non-returnable packages. The 5 percent growth in Latin
24
RESULTS OF OPERATIONS (Continued)
BEVERAGE VOLUME (Continued)
America was due to volume growth in Argentina and Mexico. The growth in Mexico
was driven by core brands resulting from packaging innovations and new flavor
introductions as well as growth in the water category primarily through the
introduction of Ciel in additional territories. These positive factors in Latin
America were partially offset by a 12 percent decline in unit case volume in
Brazil as a result of significant price increases that were implemented to
address raw material price increases, devaluation and the overall profitability
of the Company and its bottling partners. The 4 percent growth in Asia was
driven by growth in Australia, India, the Philippines and Thailand, partially
offset by a 3 percent decline in Japan which was impacted by a product recall
surrounding two successful new products, BOCO and Pooh Honey Lemon. The products
have been reformulated and are back in the market.
Our unit case volume for the first six months of 2003 increased 4 percent
compared to the first six months of 2002. This increase in unit case volume was
driven by 5 percent volume growth for international operations and 3 percent
growth for North American operations. Unit case volume for the first six months
of 2003 for the Company's international operating segments included 3 percent
growth for Africa; 4 percent growth for Europe, Eurasia and Middle East; 5
percent growth for Latin America; and 6 percent growth for Asia.
The Company is focused on continuing to broaden its family of brands. In
particular, we are expanding and growing our noncarbonated offerings to provide
more alternatives to consumers. The Company's unit case volume for 2003 as
compared to 2002 has been favorably impacted by several strategic acquisitions
and license agreements involving noncarbonated brands such as Evian and Danone
waters in North America and Risco, a water brand in Mexico. The Company also
entered into a long-term license agreement involving Seagram's mixers, a
carbonated line of drinks. These brands and other acquired brands that have
impacted volume growth for 2003 as compared to 2002, had annual volume in the
year before we acquired them of approximately 450 million unit cases.
Gallon sales increased 1 percent and 3 percent, respectively, for the
three-month and six-month periods ended June 30, 2003, as compared to the same
periods in 2002. The growth rates for gallon sales are not in line with the
growth rates for unit case volume due primarily to the timing of shipments. On a
full-year basis the Company expects the growth in gallons to be similar to the
growth in unit case volume.
25
RESULTS OF OPERATIONS (Continued)
NET OPERATING REVENUES AND GROSS MARGIN
Net Operating Revenues were $5,691 million in the second quarter of 2003,
compared to $5,368 million in the second quarter of 2002, an increase of $323
million or 6 percent. The following table indicates, on a percentage basis, the
estimated impact of key factors resulting in significant increases (decreases)
in Net Operating Revenues:
Three months ended June 30, 2003 vs. 2002
--------------------------------------------------------------------------------
Increase in gallon shipments, including acquisitions 1%
Favorable impact of the weaker U.S. dollar 5
Price and product/geographic mix 1
Structural changes (1)
--------------------------------------------------------------------------------
Total percentage increase 6%
================================================================================
The increase in gallon shipments includes the favorable impact of
acquisitions, primarily the Danone and Evian water brands and Seagram's mixers.
The unfavorable impact of structural changes was primarily due to the
deconsolidation of Cosmos Bottling Corporation (CBC) during the second quarter
of 2003. Refer to Note E.
Net Operating Revenues were $10,189 million for the first six months of
2003, compared to $9,447 million for the first six months of 2002, an increase
of $742 million or 8 percent. The following table indicates, on a percentage
basis, the estimated impact of key factors resulting in significant increases
(decreases) in Net Operating Revenues:
Six months ended June 30, 2003 vs. 2002
--------------------------------------------------------------------------------
Increase in gallon shipments, including acquisitions 3%
Favorable impact of the weaker U.S. dollar 4
Price and product/geographic mix 1
--------------------------------------------------------------------------------
Total percentage increase 8%
================================================================================
The increase in gallon shipments includes the favorable impact of
acquisitions, primarily the Danone and Evian water brands and Seagram's mixers.
Structural changes had a neutral impact on Net Operating Revenues for the first
six months of 2003 as the deconsolidation of CBC during the second quarter of
2003 was offset by the inclusion of one additional month of revenue from our
German bottler, Coca-Cola Erfrischungsgetraenke AG (CCEAG). CCEAG was
consolidated in February 2002, therefore, the first quarter of 2002 contained
only two months of CCEAG revenue versus three months of CCEAG revenue included
in the first quarter of 2003.
26
RESULTS OF OPERATIONS (Continued)
NET OPERATING REVENUES AND GROSS MARGIN (Continued)
The structural change related to CCEAG impacted the Europe, Eurasia and
Middle East operating segment and the structural change related to CBC impacted
the Asia operating segment. The impact of acquisitions mentioned above was
primarily related to the 2002 transactions involving the Danone and Evian water
brands and Seagram's mixers which impacted the North America operating segment.
The impact of the weaker U.S. dollar mentioned above was driven primarily by the
stronger euro that favorably impacted the Europe, Eurasia and Middle East
operating segment, the stronger Japanese yen that favorably impacted the Asia
operating segment, partially offset by generally weaker currencies negatively
impacting the Latin America operating segment. For further discussion related to
the impact of exchange and expected trends, refer to "Exchange" on page 36 of
this report.
The contribution to Net Operating Revenues from Company operations is as
follows (in millions):
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
Company Operations, Excluding
Bottling Operations $ 4,874 $ 4,582 $ 8,816 $ 8,237
Company-Owned Bottling Operations 817 786 1,373 1,210
------- ------- -------- -------
Consolidated Net Operating Revenues $ 5,691 $ 5,368 $ 10,189 $ 9,447
======= ======= ======== =======
Our gross profit margin decreased to 62.9 percent in the second quarter of
2003 from 64.1 percent in the second quarter of 2002. This decrease was
primarily the result of the inclusion of the acquired lower-margin Evian and
Danone results in the second quarter of 2003, partially offset by structural
change, primarily related to the deconsolidation of CBC. Generally, bottling
operations and other finished products operations produce higher revenues but
lower gross margins compared to concentrate and syrup operations.
Our gross profit margin decreased to 63.5 percent in the first six months
of 2003 from 64.8 percent for the first six months of 2002. This decrease was
primarily the result of the inclusion of the lower-margin Evian and Danone
results in the first six months of 2003, partially offset by our receipt during
the first quarter of 2003 of a settlement of approximately $52 million from
certain defendants in a vitamin antitrust litigation. Refer to Note G.
27
RESULTS OF OPERATIONS (Continued)
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, General and Administrative Expenses were $1,906 million in the
second quarter of 2003, compared to $1,881 million in the second quarter of
2002, an increase of $25 million or 1 percent. The increase reflected increased
stock-based compensation expense of approximately $13 million, increased
expenses due to the inclusion of acquisitions of approximately $25 million and
the impact (approximately 4 percentage points) of a weaker U.S. dollar. These
increases were partially offset by effective management of operating expenses in
the current difficult economic environment.
Selling, General and Administrative Expenses were $3,567 million in the
first six months of 2003, compared to $3,408 million in the first six months of
2002, an increase of $159 million or 5 percent. The increase reflected increased
stock-based compensation expense of approximately $32 million, structural
changes which increased expenses by approximately $58 million (primarily
impacted by one additional month of CCEAG expenses included in 2003), increased
expenses due to acquisitions of approximately $45 million and the impact
(approximately 3 percentage points) of a weaker U.S. dollar. These increases
were partially offset by effective management of operating expenses in the
current difficult economic environment.
OTHER OPERATING CHARGES
In the second quarter of 2003, the Company recorded charges of
approximately $70 million, or $0.02 per share after tax, related to the
streamlining initiatives, primarily in North America and Germany, announced
during the first quarter of 2003. Of these charges, approximately $53 million
impacted the North America operating segment, approximately $14 million impacted
the Europe, Eurasia and Middle East operating segment, and approximately $3
million impacted the Latin America operating segment.
For the first six months of 2003, the Company recorded charges of
approximately $229 million, or $0.06 per share after tax, related to the
streamlining initiatives, primarily in North America and Germany, announced
during the first quarter of 2003. Of these charges, approximately $134 million
impacted the North America operating segment, approximately $69 million impacted
the Europe, Eurasia and Middle East operating segment, approximately $23 million
impacted the Corporate operating segment, and approximately $3 million impacted
the Latin America operating segment. As of June 30, 2003, approximately 1,300
associates had been separated pursuant to these streamlining initiatives.
In North America, the Company is integrating the operations of our three
separate North American business units - Coca-Cola North America, The Minute
Maid Company and Fountain. In Germany, the German division office has been
relocated to Berlin to more closely align with CCEAG, and CCEAG has taken steps
to improve efficiency in sales, distribution and manufacturing.
28
RESULTS OF OPERATIONS (Continued)
OTHER OPERATING CHARGES (Continued)
The above initiatives are expected to result in the separation of a total
of approximately 1,900 associates in 2003, primarily in North America and
Germany. These initiatives are expected to result in a full-year 2003 charge to
earnings of approximately $400 million on a pretax basis. This expected $400
million charge is composed of costs associated with involuntary terminations and
other direct costs, including the relocation of employees; contract termination
costs; costs associated with the development, communication and administration
of these initiatives; and asset write-offs. To the extent not already recorded
in the first six months of 2003, the charge is expected to be recorded
throughout the rest of 2003. As a result of the above initiatives, apart from
the charge to earnings, the Company's financial results are expected to benefit
by at least $50 million (pretax) in 2003 and at least $100 million (pretax) on
an annualized basis beginning in 2004.
OPERATING INCOME AND OPERATING MARGIN
Operating Income was $1,602 million in the second quarter of 2003, compared
to $1,560 million in the second quarter of 2002, an increase of $42 million or 3
percent. Our consolidated operating margin for the second quarter of 2003 was
28.1 percent, compared to 29.1 percent for the comparable period in 2002. The
increase in Operating Income for the second quarter of 2003 reflected the
increase in gallon shipments, the effective management of operating expenses,
and a favorable impact of a weaker U.S. dollar of 3 percentage points, partially
offset by expenses related to the 2003 streamlining initiatives of approximately
$70 million and increased stock-based compensation expense of approximately $13
million. The decrease in the Company's operating margin was due primarily to the
expenses related to the 2003 streamlining initiatives and inclusion of the
acquired lower-margin Evian and Danone results mentioned above, partially offset
by the effective management of operating expenses. Generally, bottling
operations and other finished products operations produce higher revenues but
lower operating margins compared to concentrate and syrup operations.
Operating Income was $2,678 million in the first six months of 2003,
compared to $2,718 million in the second quarter of 2002, a decrease of $40
million or 1 percent. Our consolidated operating margin for the first six months
of 2003 was 26.3 percent, compared to 28.8 percent for the comparable period in
2002. The decrease in Operating Income for the first six months of 2003
reflected expenses related to the 2003 streamlining initiatives of approximately
$229 million and increased stock-based compensation expense of approximately $32
million, partially offset by the increase in gallon shipments, the effective
management of operating expenses, receipt of a $52 million settlement related to
the vitamin litigation in the first quarter of 2003, and a favorable impact of a
weaker U.S. dollar of 1 percentage point. The decrease in the Company's
operating margin was due primarily to the expenses related to the 2003
streamlining initiatives and inclusion of the acquired lower-margin Evian and
Danone results mentioned above, partially offset by the effective management of
operating expenses. Generally, bottling operations and other finished products
operations produce higher revenues but lower operating margins compared to
concentrate and syrup operations.
29
RESULTS OF OPERATIONS (Continued)
INTEREST INCOME AND INTEREST EXPENSE
Interest Income decreased to $45 million for the second quarter of 2003
from $52 million for the second quarter of 2002. This slight decrease was
primarily due to lower interest rates earned on short-term investments.
Nevertheless, the Company continues to benefit from cash invested in locations
outside the United States earning higher interest rates than could be obtained
within the United States. Interest Expense decreased $15 million, or 26 percent,
in the second quarter of 2003 relative to the comparable period in 2002, due
mainly to lower interest rates for commercial paper debt.
Interest Income decreased to $101 million for the first six months of 2003
from $110 million for the first six months of 2002. This decrease was primarily
due to lower interest rates earned on short-term investments. Interest Expense
decreased $16 million, or 15 percent, in the first six months of 2003 relative
to the comparable period in 2002, due mainly to both a decrease in average
commercial paper debt balances and lower interest rates for commercial paper
debt.
EQUITY INCOME (LOSS) - NET
Our Company's share of income from equity method investments for the second
quarter of 2003 totaled $190 million, compared to $176 million in the second
quarter of 2002, an increase of $14 million or 8 percent. Equity income for the
majority of our investees increased during the second quarter of 2003 due to the
overall improving health of the Coca-Cola bottling system around the world.
Our Company's share of income from equity method investments for the first
six months of 2003 totaled $239 million, compared to $237 million in the second
quarter of 2002, an increase of $2 million or 1 percent. Equity income for the
first six months of 2002 benefited from our Company's share of the gain on the
sale by Cervejarias Kaiser S.A. (Kaiser S.A.) of its interests in Brazil to
Molson Inc. (refer to Note G). Approximately $28 million of the pretax gain from
this sale by Kaiser S.A. was recorded in equity income with the remaining
portion (approximately $23 million) recorded in Other Income (Loss) - Net.
Equity income for the majority of our investees increased during the first six
months of 2003 due to the overall improving health of the Coca-Cola bottling
system around the world.
30
RESULTS OF OPERATIONS (Continued)
OTHER INCOME (LOSS) - NET
Other Income (Loss) - Net was a net loss of $44 million for the second
quarter of 2003 compared to a net loss of $55 million for the second quarter of
2002, a difference of $11 million. A portion of this difference, approximately
$10 million, is related to the net loss on currency exchange, primarily in Latin
America, which was impacted by the significant devaluation of the Argentine
peso, and in Africa, in 2002. Other Income (Loss) - Net for the second quarter
of 2003 was composed primarily of foreign currency exchange losses of
approximately $24 million and the accretion of the discounted value of the CCEAG
liability of approximately $13 million (refer to Note E).
Other Income (Loss) - Net was a net loss of $57 million for the first six
months of 2003 compared to a net loss of $230 million for the first six months
of 2002, a difference of $173 million. A portion of this difference,
approximately $53 million, is related to the net loss on currency exchange,
primarily in Latin America, which was impacted by the significant devaluation of
the Argentine peso, and in Africa, in 2002. Additionally, Other Income (Loss) -
Net was impacted by two other items which were recorded during the first quarter
of 2002. In the first quarter of 2002, our Company recorded a non-cash pretax
charge of approximately $157 million primarily related to the write-down of our
investments in Latin America. The charge was primarily the result of economic
developments in Argentina during the first quarter of 2002, including the
devaluation of the Argentine peso and the severity of the unfavorable economic
outlook. In the first quarter of 2002, our Company also recorded in Other Income
Loss) - Net a $23 million pretax gain from the sale by Kaiser S.A. Refer to Note
G. Other Income (Loss) - Net for the first six months of 2003 was composed
primarily of foreign currency exchange losses of approximately $34 million and
the accretion of the discounted value of the CCEAG liability of approximately
$25 million (refer to Note E).
INCOME TAXES
Our effective tax rate was 22.2 percent for the second quarter of 2003
compared to 27.0 percent for the second quarter of 2002. For the second quarter
of 2003, the effective tax rate for the costs related to the streamlining
initiatives was approximately 39 percent and the effective tax rate for all
other pretax income was approximately 22.8 percent. The decrease in the
effective tax rate for the second quarter of 2003 is driven by two separate
factors. First, the Company's expected long-term effective tax rate on
operations was lowered to approximately 25.5 percent due to effective tax
planning and improved earnings from equity method investees. Second, the Company
will benefit from an even lower tax rate in the current year because of stronger
profit contributions from lower-taxed locations where currencies are having a
favorable impact.
31
RESULTS OF OPERATIONS (Continued)
INCOME TAXES (Continued)
Our effective tax rate for the six months ended June 30, 2003 was 23.5
percent and includes the following:
* The effective tax rate for the costs related to the streamlining
initiatives was approximately 36 percent.
* The effective tax rate for the proceeds received related to the vitamin
antitrust litigation matter was approximately 35 percent.
* The effective tax rate for all other pretax income was approximately
24 percent.
Our effective tax rate for the six months ended June 30, 2002 was 28.4
percent and includes the following:
* The effective tax rate for our Company's share of the gain on the sale
of Kaiser S.A. interests was approximately 33 percent.
* The effective tax rate for the write-down of our investments primarily
in Latin America was approximately 4 percent.
* The effective tax rate for all other pretax income was approximately 27
percent.
For 2004 and future years, the Company's effective tax rate on operations
is expected to be approximately 25.5 percent instead of the 26.5 percent rate
previously estimated by the Company in its Quarterly Report on Form 10-Q for the
three months ended March 30, 2003. Our effective tax rate reflects tax benefits
derived from significant operations outside the United States, which are taxed
at lower rates than the U.S. statutory rates.
CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR SFAS NO. 142
The adoption of SFAS No. 142, "Goodwill and Other Intangible Assets," was a
required change in accounting principle. The cumulative effect of adopting this
standard as of January 1, 2002 resulted in a non-cash, after-tax decrease to net
income of $367 million for Company operations and $559 million for the Company's
proportionate share of its equity method investees in the first quarter of 2002.
The adoption of this accounting standard resulted in a pretax reduction in
amortization expense of approximately $60 million, and an increase in equity
income of approximately $150 million for the year ended December 31, 2002.
32
FINANCIAL CONDITION
NET CASH PROVIDED BY OPERATING ACTIVITIES
Net Cash Provided by Operating Activities in the first six months of 2003
amounted to $2,130 million versus $2,156 million for the comparable period in
2002, a decrease of $26 million. Decreased cash flows from operations for the
first six months of 2003 compared to 2002 primarily were a result of the
collection of significant tax receivables in 2002 of approximately $280 million
in connection with an Advance Pricing Agreement (APA) reached between the United
States and Japan in 2000, which impacted Net Change in Operating Assets and
Liabilities for 2002. The APA established the level of royalties paid by
Coca-Cola (Japan) Company Limited to our Company for the years 1993 through
2001. The effect of this item was partially offset by overall improved worldwide
business operating results. Net Cash Provided by Operating Activities for 2003
and 2002 was also impacted by the funding of employee retirement plans:
approximately $145 million was funded in the first six months of 2003, as
compared to approximately $124 million that was funded in the first six months
of 2002. For additional information related to Other Operating Charges, refer
to Note G. For additional information regarding the 2002 Cumulative Effect of
Accounting Change, refer to the heading "Cumulative Effect of Accounting Change
for SFAS No. 142."
INVESTING ACTIVITIES
Net Cash Used in Investing Activities totaled $464 million for the first
six months of 2003, compared to $586 million for the comparable period in 2002,
a decrease of $122 million. During the first six months of 2003, cash outlays
for investing activities included purchases of property, plant and equipment of
$398 million, plus acquisitions and investments of approximately $205 million,
including the acquisition of Truesdale Packaging Company LLC from Coca-Cola
Enterprises Inc. for approximately $60 million (refer to Note E), and other
acquisitions, primarily trademarks, of $145 million. Our Company currently
estimates that purchases of property, plant and equipment will total less than
$1 billion for 2003. During the first six months of 2003, proceeds from
disposals of investments and other assets of $130 million resulted primarily
from the disposal of certain investments in short-term marketable equity
securities and the disposal of a portion of the Company's investment in Piedmont
Coca-Cola Bottling Partnership.
Net Cash Used in Investing Activities totaled $586 million for the first
six months of 2002. During the first six months of 2002, cash outlays for
investing activities included purchases of property, plant and equipment of
approximately $374 million, plus acquisitions and investments of approximately
$267 million primarily related to the purchase of shares of Cosmos Bottling
Corporation.
FINANCING ACTIVITIES
Our financing activities include net borrowings, dividend payments, share
issuances and share repurchases. Net Cash Used in Financing Activities totaled
$636 million for the first six months of 2003 compared to Net Cash Used in
Financing Activities of $796 million for the first six months of 2002.
33
FINANCIAL CONDITION (Continued)
FINANCING ACTIVITIES (Continued)
In the first six months of 2003, the Company had issuances of debt of $932
million and payments of debt of $614 million. The issuances of debt primarily
included $425 million of issuances of commercial paper with maturities of less
than 90 days and $507 million in issuances of commercial paper with maturities
of over 90 days. The payments of debt primarily included $579 million related to
commercial paper with maturities over 90 days.
For the comparable first six months of 2002, the Company had issuances of
debt of $1,189 million and payments of debt of $1,272 million. The issuances of
debt primarily included $437 million of issuances of commercial paper with
maturities over 90 days and $750 million in issuances of long-term debt due June
1, 2005. The payments of debt primarily included $372 million primarily related
to commercial paper with maturities over 90 days, and net payments of $857
million primarily related to commercial paper with maturities less than 90 days.
During the first six months of 2003 and 2002, the Company repurchased
common stock under the stock repurchase plan authorized by our Board of
Directors in October 1996. During the first six months of 2003, the Company
repurchased approximately 11.6 million shares of common stock at an average cost
of $40.38 per share under the 1996 plan. During the first six months of 2002,
the Company repurchased approximately 5.9 million shares of common stock at an
average cost of $50.00 per share under the 1996 plan. The Company currently
estimates that its share repurchases will total approximately $1.5 billion
during 2003, including the purchases during the first six months of 2003 just
described.
FINANCIAL POSITION
Our balance sheet as of June 30, 2003, as compared to our balance sheet as
of December 31, 2002, was impacted by the following:
* The increase in Cash and Cash Equivalents of $1,198 million was due
primarily to the accumulation of cash for the quarterly dividend
payment.
* The increase in Equity Method Investments, Coca-Cola FEMSA, S.A. de C.V.
of $502 million and the decrease in Equity Method Investments, Other,
principally bottling companies of $481 million were primarily due to the
merger of Coca-Cola FEMSA and Panamerican Beverages, Inc. Refer to Note
E.
* The $706 million increase in Investments and Other Assets is due
primarily to equity income recorded for certain equity method
investments and the impact of a stronger euro on certain investments.
* The increase in Property, Plant and Equipment of $348 million was
primarily related to the impact of a stronger euro.
* The increase in Loans and Notes Payable of $326 million was due to the
issuance of commercial paper during the six months of 2003 to meet
short-term cash needs, including the quarterly dividend payment and
repurchases of common stock.
34
FINANCIAL CONDITION (Continued)
FINANCIAL POSITION (Continued)
* The increase in Accounts Payable and Accrued Expenses of $904 million
was primarily due to dividends payable accrued as of June 30, 2003,
which will be paid during the third quarter of 2003.
* The increase in Current Maturities of Long-Term Debt of $305 million and
the decrease in Long-Term Debt of $151 million were primarily due to
long-term debt which will mature within the next twelve months.
The overall increase in total assets as of June 30, 2003 compared to
December 31, 2002 was primarily related to the increase in Cash and Cash
Equivalents mentioned above, which impacted the Corporate operating segment, and
the impact of a stronger euro (which impacted the Europe, Eurasia and Middle
East operating segment) and Japanese yen (which impacted the Asia operating
segment), partially offset by the impact of weakening currencies impacting the
Latin America operating segment. This impact of exchange is reflected in the net
foreign currency translation gain for the first six months of 2003 of
approximately $870 million. Refer to Note C.
UPDATE TO APPLICATION OF CRITICAL ACCOUNTING POLICIES
During the first six months of 2003, several events occurred that had an
unfavorable impact on our operations, specifically:
* The unstable situation in Iraq and the continued overall civil and
political unrest in the Middle East had an adverse impact on our
Company's business results and, therefore, could impact the valuation of
our assets in this region.
* Germany's operating results have been impacted by what our Company
believes is a short-term disruption caused by the implementation of a
deposit law on non-returnable packages. The change in the law on January
1, 2003 resulted in major retailers delisting non-returnable packages.
Furthermore, consumers have begun to shift their consumption back to
returnable packages and to other beverage categories that were not
impacted by the deposit law.
In the first six months of 2003, the Company evaluated the impact that
these events could have on our future business results and the carrying value of
our investments and assets in these regions of the world. Currently, management
believes these events will only have a temporary unfavorable impact on our
operations, and therefore, resulted in no asset impairment. We plan to closely
monitor these and other conditions in the future and continue to evaluate any
impact they might have on our assets and investments in these regions of the
world.
35
FINANCIAL CONDITION (Continued)
EXCHANGE
Our international operations are subject to certain opportunities and
risks, including currency fluctuations and government actions. We closely
monitor our operations in each country and seek to adopt appropriate strategies
that are responsive to changing economic and political environments and to
fluctuations in foreign currencies.
We use approximately 50 functional currencies. Due to our global
operations, weaknesses in some of these currencies are often offset by strengths
in others. The U.S. dollar was approximately 9 percent weaker in the second
quarter of 2003 compared to the second quarter of 2002, based on comparable
weighted averages for our functional currencies. This does not include the
effects of our hedging activities and, therefore, does not reflect the actual
impact of fluctuations in exchange rates on our operating results. Our foreign
currency management program mitigates over time a portion of the impact of
exchange on net income and earnings per share. The effective impact of exchange
to our Company after considering hedging activities was an increase to operating
income of approximately 3 percent in the second quarter of 2003 compared to the
second quarter of 2002, resulting from a strengthening euro partially offset by
less attractive hedge rates on the Japanese yen and weakness in Latin American
currencies. The effective impact of exchange to our Company after considering
hedging activities was an increase to operating income of approximately 1
percent in the first six months of 2003 compared to the first six months of
2002. For the remainder of 2003, the Company expects exchange to have a slightly
positive impact on its Operating Income.
The Company will continue to manage its foreign currency exposures to
mitigate over time a portion of the impact of exchange on net income and
earnings per share. Our Company conducts business in more than 200 countries
around the world, and we manage foreign currency exposures through the portfolio
effect of the basket of functional currencies in which we do business.
36
FORWARD-LOOKING STATEMENTS
Certain written and oral statements made by our Company and subsidiaries or
with the approval of an authorized executive officer of our Company may
constitute "forward-looking statements" as defined under the Private Securities
Litigation Reform Act of 1995, including statements made in this report and
other filings with the Securities and Exchange Commission. Generally, the words
"believe," "expect," "intend," "estimate," "anticipate," "project," "will" and
similar expressions identify forward-looking statements, which generally are not
historical in nature. All statements which address operating performance, events
or developments that we expect or anticipate will occur in the future -
including statements relating to volume growth, share of sales and earnings per
share growth and statements expressing general optimism about future operating
results - are forward-looking statements. Forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from our Company's historical experience and our present expectations
or projections. As and when made, management believes that these forward-looking
statements are reasonable. However, caution should be taken not to place undue
reliance on any such forward-looking statements since such statements speak only
as of the date when made. The Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
The following are some of the factors that could cause our Company's actual
results to differ materially from the expected results described in or
underlying our Company's forward-looking statements:
* Economic and political conditions, especially in international markets,
including civil unrest, product boycotts, governmental changes and
restrictions on the ability to transfer capital across borders. Without
limiting the preceding sentence, the current unstable economic and
political conditions and civil unrest in the Middle East, Liberia,
Venezuela, North Korea or elsewhere, the unstable situation in Iraq, or
the continuation or escalation of terrorism, could have adverse impacts
on our Company's business results or financial condition.
* Changes in the nonalcoholic beverages business environment. These
include, without limitation, changes in consumer preferences,
competitive product and pricing pressures and our ability to gain or
maintain share of sales in the global market as a result of actions by
competitors. Factors such as these could impact our earnings, share of
sales and volume growth.
37
FORWARD-LOOKING STATEMENTS (Continued)
* Foreign currency rate fluctuations, interest rate fluctuations and other
capital market conditions. Most of our exposures to capital markets,
including foreign currency and interest rates, are managed on a
consolidated basis, which allows us to net certain exposures and, thus,
take advantage of any natural offsets. We use derivative financial
instruments to reduce our net exposure to financial risks. There can be
no assurance, however, that our financial risk management program will
be successful in reducing capital market exposures.
* Adverse weather conditions, which could reduce demand for Company
products.
* The effectiveness of our advertising, marketing and promotional
programs.
* Fluctuations in the cost and availability of raw materials and the
ability to maintain favorable supplier arrangements and relationships.
* Our ability to achieve earnings forecasts, which are generated based on
projected volumes and sales of many product types, some of which are
more profitable than others. There can be no assurance that we will
achieve the projected level or mix of product sales.
* Changes in laws and regulations, including changes in accounting
standards, taxation requirements (including tax rate changes, new tax
laws and revised tax law interpretations), competition laws and
environmental laws in domestic or foreign jurisdictions.
* Our ability to penetrate developing and emerging markets, which also
depends on economic and political conditions, and how well we are able
to acquire or form strategic business alliances with local bottlers and
make necessary infrastructure enhancements to production facilities,
distribution networks, sales equipment and technology. Moreover, the
supply of products in developing markets must match the customers'
demand for those products, and due to product, price and cultural
differences, there can be no assurance of product acceptance in any
particular market.
* The uncertainties of litigation, as well as other risks and
uncertainties detailed from time to time in our Company's Securities and
Exchange Commission filings.
The foregoing list of important factors is not exclusive.
38
Item 3. Quantitative and Qualitative Disclosures
About Market Risk
We have no material changes to the disclosure on this matter made in our
Annual Report on Form 10-K for the year ended December 31, 2002.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company's Securities Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, as ours are
designed to do, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
As of June 30, 2003, an evaluation was performed under the supervision and
with the participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that our disclosure controls and procedures were effective at the
reasonable assurance level referred to in the preceding paragraph.
No change in our Company's internal control over financial reporting
occurred during the second quarter of 2003 that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
39
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3 - By-Laws of The Coca-Cola Company, as amended and restated through
January 30, 2003.
10.1 - Amendment Number One to the Executive Medical Plan of
The Coca-Cola Company, dated April 15, 2003.
10.2 - Letter Agreement, dated June 19, 2003, between The Coca-Cola Company
and Daniel Palumbo.
12 - Computation of Ratios of Earnings to Fixed Charges.
31.1 - Rule 13a-14(a)/15d-14(a) Certification, executed by Douglas N. Daft,
Chairman, Board of Directors, and Chief Executive Officer of
The Coca-Cola Company.
31.2 - Rule 13a-14(a)/15d-14(a) Certification, executed by Gary P. Fayard,
Executive Vice President and Chief Financial Officer of
The Coca-Cola Company.
32 - Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350), executed by Douglas N. Daft, Chairman, Board of
Directors, and Chief Executive Officer of The Coca-Cola Company and
by Gary P. Fayard, Executive Vice President and Chief Financial
Officer of The Coca-Cola Company.
(b) Reports on Form 8-K:
(1) During the six months ended June 30, 2003, the Company filed a report on
Form 8-K on February 13, 2003.
Item 7(c). Exhibits. Item 9. Regulation FD Disclosure. Press release of
the Company reporting financial results for the fourth quarter of 2002
and for the year 2002.
(2) During the six months ended June 30, 2003, the Company filed a report on
Form 8-K on March 26, 2003.
40
Part II. Other Information (Continued)
Item 9. Regulation FD Disclosure. Certifications required pursuant
to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
(3) During the six months ended June 30, 2003, the Company filed a
report on Form 8-K on April 16, 2003.
Item 7(c) Exhibits. Item 9. Regulation FD Disclosure. (A) Press
release of the Company reporting financial results for the first
quarter of 2003. (B) Supplemental information prepared for use in
connection with the financial results for the first quarter of
2003.
41
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE COCA-COLA COMPANY
(REGISTRANT)
Date: August 13, 2003 By: /s/ Connie D. McDaniel
----------------------
Connie D. McDaniel
Vice President and Controller
(On behalf of the Registrant and
as Chief Accounting Officer)
42
EXHIBIT INDEX
Exhibit Number and Description
(a) Exhibits
3 - By-Laws of The Coca-Cola Company, as amended and restated through
January 30, 2003.
10.1 - Amendment Number One to the Executive Medical Plan of The
Coca-Cola Company, dated April 15, 2003.
10.2 - Letter Agreement, dated June 19, 2003, between
The Coca-Cola Company and Daniel Palumbo.
12 - Computation of Ratios of Earnings to Fixed Charges.
31.1 - Rule 13a-14(a)/15d-14(a) Certification, executed by
Douglas N. Daft, Chairman, Board of Directors, and Chief
Executive Officer of The Coca-Cola Company.
31.2 - Rule 13a-14(a)/15d-14(a) Certification, executed by
Gary P. Fayard, Executive Vice President and Chief Financial
Officer of The Coca-Cola Company.
32 - Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and
Section 1350 of Chapter 63 of Title 18 of the United States Code
(18 U.S.C. 1350), executed by Douglas N. Daft, Chairman, Board of
Directors, and Chief Executive Officer of The Coca-Cola Company
and by Gary P. Fayard, Executive Vice President and Chief
Financial Officer of The Coca-Cola Company.
43