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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 March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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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 the number of shares outstanding of each of the Registrant's
classes of Common Stock as of the latest practicable date.
Outstanding at close of business
Class of Common Stock on May 1, 1996
---------------------- --------------------------------
$.25 Par Value 2,496,107,464 Shares
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<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements (Unaudited) Page Number
Condensed Consolidated Balance Sheets
March 31, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Income
Three months ended March 31, 1996 and 1995 5
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 1996 and 1995 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 17
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<PAGE>
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions except share data)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
CURRENT
Cash and cash equivalents $ 1,582 $ 1,167
Marketable securities 174 148
----------- -----------
1,756 1,315
Trade accounts receivable, less
allowances of $36 at March 31
and $34 at December 31 1,737 1,695
Finance subsidiary receivables 69 55
Inventories 1,190 1,117
Prepaid expenses and other assets 1,212 1,268
----------- -----------
TOTAL CURRENT ASSETS 5,964 5,450
----------- -----------
INVESTMENTS AND OTHER ASSETS
Equity method investments
Coca-Cola Enterprises Inc. 559 556
Coca-Cola Amatil Limited 705 682
Other, principally bottling companies 1,116 1,157
Cost method investments,
principally bottling companies 379 319
Finance subsidiary receivables and
investments 364 351
Marketable securities and other assets 1,264 1,246
----------- -----------
4,387 4,311
----------- -----------
PROPERTY, PLANT AND EQUIPMENT
Land 228 233
Buildings and improvements 1,915 1,944
Machinery and equipment 4,154 4,135
Containers 346 345
----------- -----------
6,643 6,657
Less allowances for depreciation 2,330 2,321
----------- -----------
4,313 4,336
----------- -----------
GOODWILL AND OTHER INTANGIBLE ASSETS 963 944
----------- -----------
$ 15,627 $ 15,041
=========== ===========
</TABLE>
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<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
LIABILITIES AND SHARE-OWNERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
CURRENT
Accounts payable and accrued expenses $ 2,920 $ 2,894
Loans and notes payable 2,852 2,371
Current maturities of long-term debt 289 552
Accrued taxes 1,684 1,531
----------- -----------
TOTAL CURRENT LIABILITIES 7,745 7,348
----------- -----------
LONG-TERM DEBT 1,149 1,141
----------- -----------
OTHER LIABILITIES 1,013 966
----------- -----------
DEFERRED INCOME TAXES 180 194
----------- -----------
SHARE-OWNERS' EQUITY
Common stock, $.25 par value -
Authorized: 5,600,000,000 shares
Issued: 3,425,780,156 shares at
March 31; 3,423,678,994 shares at
December 31 856 856
Capital surplus 895 863
Reinvested earnings 13,282 12,882
Unearned compensation related to
outstanding restricted stock (61) (68)
Foreign currency translation adjustment (449) (424)
Unrealized gain on securities
available-for-sale 122 82
----------- -----------
14,645 14,191
Less treasury stock, at cost
(926,690,000 shares at March 31;
919,081,326 shares at December 31) 9,105 8,799
----------- -----------
5,540 5,392
----------- -----------
$ 15,627 $ 15,041
=========== ===========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
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<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1996 1995
----------- -----------
<S> <C> <C>
NET OPERATING REVENUES $ 4,194 $ 3,854
Cost of goods sold 1,530 1,445
----------- -----------
GROSS PROFIT 2,664 2,409
Selling, administrative and general expenses 1,631 1,530
----------- -----------
OPERATING INCOME 1,033 879
Interest income 54 64
Interest expense 72 57
Equity income (loss) (7) 24
Other income - net 25 21
----------- -----------
INCOME BEFORE INCOME TAXES 1,033 931
Income taxes 320 293
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NET INCOME $ 713 $ 638
=========== ===========
NET INCOME PER SHARE $ .28 $ .25
=========== ===========
DIVIDENDS PER SHARE $ .125 $ .11
=========== ===========
AVERAGE SHARES OUTSTANDING 2,503 2,545
=========== ===========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements.
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<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1996 1995
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 713 $ 638
Depreciation and amortization 112 110
Deferred income taxes (34) (1)
Equity income (loss), net of (in addition to)
dividends received 9 (23)
Foreign currency adjustments (14) 18
Other noncash items (7) (13)
Net change in operating assets and liabilities (126) (381)
----------- -----------
Net cash provided by operating activities 653 348
----------- -----------
INVESTING ACTIVITIES
Additions to finance subsidiary receivables (37) (23)
Collections of finance subsidiary receivables 13 19
Acquisitions and investments,
principally bottling companies (98) (15)
Purchases of securities (34) (39)
Proceeds from disposals of investments
and other assets 99 283
Purchases of property, plant and equipment (145) (228)
Proceeds from disposals of property, plant
and equipment 16 22
Other investing activities (10) (13)
----------- -----------
Net cash provided by (used in)
investing activities (196) 6
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Net cash provided by operations after
reinvestment 457 354
----------- -----------
FINANCING ACTIVITIES
Issuances of debt 512 100
Payments of debt (254) (213)
Issuances of stock 32 23
Purchases of stock for treasury (306) (440)
----------- -----------
Net cash used in financing activities (16) (530)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (26) 66
----------- -----------
CASH AND CASH EQUIVALENTS
Net increase (decrease) during the period 415 (110)
Balance at beginning of period 1,167 1,386
----------- -----------
Balance at end of period $ 1,582 $ 1,276
=========== ===========
INTEREST PAID $ 78 $ 69
=========== ===========
INCOME TAXES PAID $ 238 $ 279
=========== ===========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
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<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. They do not include all information and notes
required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there
has been no material change in the information disclosed in the
notes to consolidated financial statements included in the Annual
Report on Form 10-K of The Coca-Cola Company (the Company) for
the year ended December 31, 1995. In the opinion of Management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31,
1996, are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996.
Certain amounts in the prior period financial statements have
been restated to conform to the current period presentation.
NOTE B - SEASONAL NATURE OF BUSINESS
Unit sales of the Company's beverage products excluding those
products distributed by Coca-Cola Foods, are generally greater in
the second and third quarters due to seasonal factors.
NOTE C - INVENTORIES
Inventories consist of the following (in millions):
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
<S> <C> <C>
Raw materials and supplies $ 815 $ 784
Work in process 13 7
Finished goods 362 326
----------- -----------
$ 1,190 $ 1,117
=========== ===========
</TABLE>
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<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE D - SUMMARIZED INCOME STATEMENT DATA OF COCA-COLA ENTERPRISES INC.
At March 31, 1996 and 1995, the Company owned approximately 45
and 44 percent, respectively, of the outstanding common stock of
Coca-Cola Enterprises Inc. (Coca-Cola Enterprises) and,
accordingly, accounted for its related investment therein under
the equity method of accounting. The Company's ownership share
increased in the first quarter of 1996 as a result of Coca-Cola
Enterprises' repurchase of 4.5 million shares of its outstanding
common stock during the period. Coca-Cola Enterprises meets the
definition of a significant equity investee as defined by Rule
3-09 of Regulation S-X. Summarized income statement data for
Coca-Cola Enterprises is as follows (in millions):
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1996 1995
----------- -----------
<S> <C> <C>
Net operating revenues $ 1,600 $ 1,462
Gross profit $ 630 $ 561
Net income $ 7 $ 3
Net income available
to common share owners $ 5 $ 2
</TABLE>
First quarter 1996 results include Coca-Cola Enterprises'
acquisition of the Ouachita Coca-Cola Bottling Company, Inc.,
from the date of acquisition on February 21, 1996. The period's
results also include the favorable settlement received from
certain suppliers for purchases made in previous years.
First quarter 1995 results include Coca-Cola Enterprises'
acquisition of the Wichita Coca-Cola Bottling Company from the
date of acquisition on January 27, 1995. First quarter 1995
results also reflect a $5 million after tax gain on the sale of
Coca-Cola Enterprises' 50 percent ownership interest in The
Coca-Cola Bottling Company of the Mid South.
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<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE E - SHARE REPURCHASE PROGRAM
Under its share repurchase program, the Company purchased
approximately 7 million shares of its common stock during the
first quarter of 1996. The number of shares has been restated to
reflect the two-for-one stock split, effective May 1, 1996.
NOTE F - SUBSEQUENT EVENT
On April 17, 1996, the Company's share owners approved an
increase in the authorized common stock of the Company from 2.8
billion shares to 5.6 billion shares and a two-for-one stock
split payable to share owners of record at the close of business
on May 1, 1996. The financial statements have been retroactively
restated to reflect these changes. The stated par value of each
share remained at $.25 per share.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
VOLUME
BEVERAGES (EXCLUSIVE OF COCA-COLA FOODS): Worldwide unit case
volume increased 7 percent and gallon shipments of concentrates
and syrups grew 8 percent in the first quarter of 1996 when
compared to the first quarter of 1995.
Unit case volume in the Company's North America Group increased
more than 7 percent in the first quarter, including an increase
of 8 percent in the United States. The continuing strong unit
case volume gains in the United States resulted from increases in
the Company's core brands, as well as sales of new products, such
as POWERaDE, Fruitopia and Barq's. Continued focus on programs
designed to increase retail customer volume and profit also
contributed to first quarter results. North American gallon
shipments of concentrates and syrups increased 10 percent for the
first quarter.
In the Latin America Group, unit case volume grew 2 percent in
the first quarter, including gains of 5 percent in Brazil and
20 percent in Chile. Unit case volume declined 2 percent in
Mexico and 4 percent in Argentina due to continued economic
difficulties. Gallon shipments in the Latin America Group
increased 6 percent in the first quarter of 1996.
In the Africa Group, first quarter unit case volume grew 1
percent and gallon shipments declined 6 percent. Unit case
volume rose 9 percent in the Northern Africa Division and
declined 5 percent in the Southern Africa Division primarily due
to unseasonably cold and rainy weather in South Africa.
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<PAGE>
RESULTS OF OPERATIONS (Continued)
Unit case volume in the Middle and Far East Group grew 14
percent in the first quarter, driven by a 41 percent increase in
China, a 48 percent increase in India, an 18 percent increase in
the Philippines and an 8 percent increase in Japan. Gallon
shipments in the Middle and Far East Group increased 5 percent in
the first quarter.
In the Greater Europe Group, first quarter unit case volume
increased 9 percent. Unit case volume grew 25 percent in the
East Central European Division, 15 percent in Great Britain and 8
percent in Germany. Gallon shipments in the Greater Europe Group
grew 14 percent in the first quarter.
Currently, the Company is involved in negotiations with
Coca-Cola Enterprises to sell its bottling and canning operations
in Belgium and France.
COCA-COLA FOODS: At Coca-Cola Foods, unit volume increased 9
percent in the first quarter versus the prior year as the result
of marketing initiatives including new advertising, packaging and
products for Minute Maid, Hi-C and Five Alive brands.
NET OPERATING REVENUES AND GROSS MARGIN
Net operating revenues increased 9 percent in the first quarter
versus the prior year, primarily due to increased gallon
shipments and price increases in certain markets.
The Company's gross margin increased to 63.5 percent in the
first quarter of 1996 from 62.5 percent in the first quarter of
1995. The increase in gross margin for the first quarter of 1996
was primarily due to a favorable mix of product sales, cost
containment in key raw materials, primarily packaging, and price
increases in certain markets.
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES
Selling expenses were $1,260 million in the first quarter of
1996, compared to $1,173 million in the first quarter of 1995.
The increase was primarily due to higher marketing expenditures
in support of the Company's volume growth.
- 11 -
<PAGE>
RESULTS OF OPERATIONS (Continued)
Administrative and general expenses were $371 million in the
first quarter of 1996, compared to $357 million in the first
quarter of 1995. The $14 million increase was due primarily to
general increases in support of higher volume and modest
inflation, partially offset by a reduction in the costs of stock-
related employee benefits.
OPERATING INCOME AND OPERATING MARGIN
Operating income for the first quarter of 1996 increased to
$1,033 million, an 18 percent increase over the first quarter of
1995. The operating margin for the first three months of 1996
increased to 24.6 percent from 22.8 percent in the comparable
period in 1995.
INTEREST INCOME AND INTEREST EXPENSE
Interest income decreased in the first quarter of 1996 relative
to the comparable period in 1995, due primarily to lower average
invested cash equivalents and marketable securities balances
during the quarter. Interest expense increased in the first
quarter of 1996 relative to the comparable period in 1995, due
primarily to rising interest rates and higher debt balances used,
in part, to fund capital expenditures.
EQUITY INCOME (LOSS)
Equity income (loss) for the first quarter of 1996 was a net
loss of $(7) million, compared to income of $24 million in the
first quarter of 1995. The decrease in the first three months of
the year was due primarily to continued economic difficulties in
key markets in Latin America.
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<PAGE>
RESULTS OF OPERATIONS (Continued)
OTHER INCOME - NET
Other income - net was $25 million for the first quarter of
1996 compared to $21 million for the first quarter of 1995. The
$4 million increase was due primarily to the gains on the sales
of certain bottling investments, none of which were individually
significant to the Company, and the effects of exchange rate
fluctuations.
INCOME TAXES
The Company's effective tax rate during the first quarter of
1996, relative to the comparable period in 1995, decreased to
31.0 percent from 31.5 percent. The Company's effective tax rate
reflects tax benefits derived from significant operations outside
the United States which are taxed at rates lower than the U.S.
statutory rate of 35 percent.
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<PAGE>
FINANCIAL CONDITION
NET CASH FLOW PROVIDED BY OPERATIONS AFTER REINVESTMENT
In the first three months of 1996, net cash flow after
reinvestment totaled $457 million, an increase of $103 million
over the comparable period in 1995. Net cash provided by
operating activities increased $305 million as higher net income
was complemented by a reduced use of cash for operating assets
and liabilities in the first three months of 1996 relative to the
comparable period in 1995. Net cash was used in investing
activities in the first quarter of 1996, due primarily to reduced
proceeds from disposals of investments and other assets and
increased expenditures on acquisitions and investments.
Reinvestment in the form of property, plant and equipment, the
primary use of cash for investing activities, was $145 million
for the first three months of 1996, a decrease of approximately
$83 million from the comparable period in 1995.
The increase in trade accounts receivable, inventories,
accounts payable and accrued expenses at March 31, 1996 as
compared to December 31, 1995 was due primarily to seasonal
factors in the beverages business.
FINANCING
Financing activities primarily represent the Company's net
borrowing activities and share repurchases. Net cash used in
financing activities totaled $16 million and $530 million for the
first three months of 1996 and 1995, respectively. Net cash used
in financing activities decreased primarily due to a net increase
in borrowings of $258 million in the first quarter of 1996
compared to a net reduction in borrowings of $113 million in the
first quarter of 1995. Net borrowings were used, in part, to
finance capital expenditures. Cash used for share repurchases in
the first quarter of 1996 totaled $306 million, compared to
$440 million in the comparable period in 1995.
EXCHANGE
International operations are subject to certain opportunities
and risks, including currency fluctuations and governmental
actions. The Company closely monitors its methods of operating
in each country and adopts appropriate strategies responsive to
each environment. On a weighted average basis, the U.S. dollar
was approximately 7 percent stronger during the first quarter of
1996 versus key currencies for the comparable period of the prior
year.
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<PAGE>
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Share Owners was held on Wednesday, April
17, 1996, in Wilmington, Delaware, at which, prior to giving
effect to the two-for-one stock split, several matters were
submitted to a vote of the share owners:
(a) Votes cast for or withheld regarding the re-election of
four Directors for a term expiring in 1999 were as
follows:
FOR WITHHELD
------------- ---------
Cathleen P. Black 1,106,738,202 9,262,978
Warren E. Buffett 1,108,016,241 7,984,939
M. Douglas Ivester 1,108,047,603 7,953,577
Susan B. King 1,107,954,988 8,046,192
Additional Directors, whose terms of office as
Directors continued after the meeting, are as follows:
Term expiring in 1997 Term expiring in 1998
--------------------- ---------------------
Ronald W. Allen Herbert A. Allen
Donald F. McHenry Charles W. Duncan, Jr.
Paul F. Oreffice Roberto C. Goizueta
James B. Williams James D. Robinson III
Peter V. Ueberroth
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<PAGE>
(b) Votes cast for or against and the number of abstentions
regarding each other matter voted upon at the meeting
were as follows:
<TABLE>
<CAPTION>
BROKER
DESCRIPTION OF MATTER FOR AGAINST ABSTAIN NON-VOTES
------------- --------- --------- ----------
<S> <C> <C> <C> <C>
Proposal to amend Article
Fourth of the Certificate of
Incorporation to increase the
authorized Common Stock of
the Company from 2.8 billion
shares, par value $.25 per
share, to 5.6 billion shares,
par value $.25 per share, and
to effect a split of the
issued Common Stock of the
Company by changing each
issued share of Common Stock
into two shares of Common
Stock 1,109,539,773 2,215,482 4,245,925 0
Ratification of the
appointment of Ernst & Young
LLP as independent auditors
of the Company to serve
for the 1996 fiscal year 1,112,071,379 1,557,028 2,372,773 0
</TABLE>
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<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3 - Certificate of Incorporation, including Amendment of
Certificate of Incorporation, effective May 1, 1996
12 - Computation of Ratios of Earnings to Fixed Charges
27 - Financial Data Schedule for the three months ended
March 31, 1996, submitted to the Securities and
Exchange Commission in electronic format
(b) Reports on Form 8-K:
No report on Form 8-K has been filed during the quarter
for which this report is filed.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE COCA-COLA COMPANY
(REGISTRANT)
Date: May 10, 1996 By: /s/ Gary P. Fayard
------------------------------------
Gary P. Fayard
Vice President and Controller
(On behalf of the Registrant and
as Principal Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit Number and Description
3 - Certificate of Incorporation, including Amendment
of Certificate of Incorporation, effective May 1, 1996
12 - Computation of Ratios of Earnings to Fixed Charges
27 - Financial Data Schedule for the three months ended
March 31, 1996, submitted to the Securities and
Exchange Commission in electronic format
Exhibit 3
------------------------------------------------
RESTATED
CERTIFICATE OF INCORPORATION
OF
THE COCA-COLA COMPANY
(Originally incorporated on September 5, 1919)
------------------------------------------------
FIRST: The name of this corporation is
THE COCA-COLA COMPANY.
SECOND: Its registered office in the State of Delaware is
located at Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name and address
of its registered agent is The Corporation Trust Company,
Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.
THIRD: The nature of the business or objects or purposes
proposed to be transacted, promoted or carried on are as
follows:
(1) To purchase or otherwise acquire all or any part of
the business, good-will, trade-names, trade-marks, proprietary
names, rights, property and other assets, and to assume all, or
any part of the liabilities, and to purchase or otherwise
acquire and take over as a going concern and to carry on the
business heretofore conducted by The Coca-Cola Company, a
corporation of the State of Georgia; to manufacture, mix,
compound, process, distill, clarify, bottle or otherwise prepare
<PAGE>
for marketing, purchase, contract for or otherwise acquire, use,
sell or otherwise dispose of, import, export, deal in and deal
with, either as principal or agent, any and all syrups, drinks
and beverages of every character and description, compounds,
proprietary articles and preparations of all kinds, drugs,
extracts and chemicals, candies and confections of all kinds,
and any and all other articles, compounds and preparations of
every kind and description, including all compounds,
preparations and formulae now known, or to be hereafter
discovered or invented, and in general, to do a business of
manufacturing, buying, selling and dealing in materials,
products, by-products, articles, compounds and preparations of
every character and description; to manufacture, use, sell, deal
in and deal with carbonated waters and carbonic or other gases
used or useful in or in connection with waters and other liquids
designed for use as beverages or otherwise; to manufacture, use,
sell, deal in and deal with barrels, kegs, boxes, bottles and
other containers; to plant, cultivate, produce or purchase any
and all natural fruits or products required for or useful in the
manufacture or production of any of the articles or products
manufactured or dealt in by the corporation, and to hire, lease,
purchase, own or operate plantations, farms, fruit lands and all
other kinds of real property, and all rights, interests and
easements therein, steamships, cars and other means of
conveyance, and all other property necessary or convenient for
said purposes, and in connection therewith, and in aid thereof,
to establish and conduct a general mercantile and planting
business.
(2) To do a general commission and selling agent's
business, to buy, hold, own, manufacture, produce, sell or
otherwise dispose of, either as principal or agent, and upon
commission or otherwise, all kinds of personal property
whatsoever, without limit as to amount, to make and enter into
all manner and kinds of contracts, agreements, and obligations
- 2 -
<PAGE>
by or with any person or persons, corporation or corporations,
for the purchasing, acquiring, manufacturing, selling or
disposing of or turning to account any and all articles and
personal property of any kind or nature whatsoever, and,
generally, with full power and authority to perform any and all
acts connected therewith or arising therefrom or incidental
thereto, and all acts proper or necessary or advisable for the
purposes of such business.
(3) To guarantee, purchase, acquire, hold, sell, mortgage,
pledge and dispose of the shares of the capital stock, bonds,
obligations or other securities or evidences of indebtedness of
any corporation, domestic or foreign, and to issue in exchange
therefor its stock, bonds or other obligations, and, while owner
thereof, to possess and exercise all rights, powers and
privileges of ownership, including the right to vote thereon.
(4) To apply for, obtain, register, purchase, lease or
otherwise acquire, hold, own, use, operate under, introduce,
sell, assign, or otherwise dispose of, any and all trade-marks,
processes, trade-names and proprietary names, and distinctive
and descriptive marks, brands, labels and formulae, and to
purchase or otherwise acquire, hold, own, develop or promote the
development of, use, introduce, sell or otherwise dispose of,
any and all inventions, improvements, processes, designs,
letters patent and similar letters and rights granted by the
United States or by any foreign country, government, political
or municipal authority, and all licenses, grants, concessions or
other rights or interests which may be deemed to be beneficial
or useful for this corporation to acquire, own, develop, or
promote. To use, develop, manufacture under, or grant licenses
in respect of, or otherwise turn to account, any and all such
trade-marks, processes, inventions, patents and other rights,
and to engage in the business or businesses to which such rights
refer, or in which it may be deemed to be useful, advisable or
- 3 -
<PAGE>
profitable for this corporation to engage in connection
therewith.
(5) To purchase or otherwise acquire all or any part of
the business, good-will, trade-names and proprietary names,
rights, property and assets, and all accounts, and to assume
all, or any part of the liabilities of any person, corporation,
association or partnership or others, and to purchase or
otherwise acquire and take over as a going concern and to carry
on the business of any person, firm, association or corporation
or otherwise, and in connection therewith to acquire the good-
will and assume all or any part of the liabilities of the owner
of such business, and to pay for any such business or properties
in cash, stock, bonds, debentures or obligations of this
corporation, or otherwise; provided, however, that all such
stock, bonds, debentures or obligations of this corporation
shall only be issued in accordance and after compliance in every
respect with the Constitution and Laws of the State of Delaware
in such cases made and provided.
(6) To purchase or otherwise acquire, hold, control,
improve, farm, cultivate, irrigate, lease, sell, mortgage or
otherwise dispose of, deal in and deal with and turn to account
timber, farming, grazing, mineral and other lands and interests
and easements therein and appurtenant thereto, and the products
thereof, and to build, design, construct, acquire, maintain and
operate plants and works for the development of such lands, and
for the handling and preparing of and rendering commercially
available the various products thereof. To purchase or
otherwise acquire all other real property, leaseholds or any
other interest therein, in any state, territory or dependency of
the United States or in any foreign countries or places, and to
hold, improve, sell, dispose of and deal in the same. To lay
out, plot, or subdivide any part of said lands into parcels or
lands of convenient size with intervening roads, streets, lanes
- 4 -
<PAGE>
or alleys, and to develop, work, cultivate, improve and adorn
the same, and to dispose thereof in any manner and upon such
terms as this corporation may think proper. To design, erect,
construct, alter, maintain and improve houses, buildings,
sewers, drains or works of any sort or description on any lands
of this corporation, or upon any other lands, and to rebuild,
alter and improve existing houses, buildings or works thereon.
To convert any lands into and to build roads, streets or other
public places, and, generally, to deal with and improve all
property of this corporation. To sell, lease, hold, mortgage or
otherwise dispose of, any or all of such real estate, lands,
houses, buildings and other property of this corporation. To
purchase, lease or otherwise acquire, hold, deal in and deal
with, sell or otherwise dispose of all kinds of personal
property which this corporation may deem necessary or convenient
for the purpose of any of its businesses. To acquire, own, deal
in or deal with, sell or dispose of, all materials and articles
of any kind or description used or useful in connection with any
or all of the purposes and objects herein expressed.
(7) To conduct any and all of its business, both in the
State of Delaware (except such as it may not be permissible for
a corporation organized under Article 1 of the General
Corporation Law of the State of Delaware to conduct within said
State), and in all other states and territories, in the District
of Columbia, and in all dependencies, colonies or possessions of
the United States, and in foreign countries and places; and to
purchase, lease and otherwise acquire, hold, possess and convey
and otherwise dispose of real and personal property in all such
states and places to the extent that the same may be permissible
under the laws thereof.
(8) To do each and everything necessary, suitable,
convenient or proper for the accomplishment of any of the
purposes, or the attainment of any one or all of the objects
- 5 -
<PAGE>
hereinbefore enumerated or incidental to the powers herein
named, or which shall at any time appear conducive to or
expedient for the protection or benefit of this corporation,
either as holder of or interested in any property, or otherwise.
To have all the rights, powers and privileges now or hereafter
conferred by the laws of the State of Delaware upon corporations
organized under Article I of the General Corporation Law of said
state, or under any act amendatory thereof or supplemental
thereto or substituted therefor. The corporation shall not
exercise banking powers not permitted to a corporation so
organized.
(9) The foregoing clauses shall be construed both as
objects and powers, and it is hereby expressly provided that the
enumeration herein of specific objects and powers shall not be
held to limit or restrict in any manner the general powers of
this corporation.
FOURTH: The total number of shares of all classes of stock
that the corporation shall have authority to issue is Two
Billion Nine Hundred Million (2,900,000,000) shares, consisting
of Two Billion Eight Hundred Million (2,800,000,000) shares of
common stock, par value $.25 per share, and One Hundred Million
(100,000,000) shares of preferred stock, par value $1.00 per
share.
The Board of Directors of the corporation is authorized,
subject to any limitations prescribed by law, to provide for the
issuance of the shares of preferred stock in series, and by
filing a certificate pursuant to the applicable law of the State
of Delaware (hereinafter referred to as a "Preferred Stock
Designation") to establish from time to time the number of
shares to be included in each such series, and to fix the
designation, powers, preferences, and rights of the shares of
each such series and any qualifications, limitations or
restrictions thereof. The number of authorized shares of
- 6 -
<PAGE>
preferred stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative
vote of the holders of the majority of the shares of common
stock, without a vote of the holders of the shares of preferred
stock, or of any series thereof, unless a vote of any such
holders is required pursuant to the Preferred Stock Designation
or Preferred Stock Designations establishing the series of
preferred stock.
Each holder of shares of common stock shall be entitled to
one vote for each share of common stock held of record on all
matters on which the holders of shares of common stock are
entitled to vote.
No stockholder shall have any preemptive right to subscribe
to an additional issue of shares of any class of stock of the
corporation or to any security convertible into such stock.
FIFTH: The Board of Directors may declare and pay
dividends on the common stock out of the surplus or net earnings
of the corporation. In the event of any liquidation,
dissolution or winding up, whether voluntary or involuntary, of
the corporation, all assets and funds of the corporation shall
be distributed and paid to the holders of the common stock pro
rata according to the number of shares by them respectively
held.
SIXTH: This corporation is to have perpetual existence.
SEVENTH: The private property of the stockholders shall
not be subject to the payment of corporate debts to any extent
whatsoever.
EIGHTH: The Board of Directors of the corporation shall
have power to issue the authorized shares of stock of the
corporation from time to time for such consideration as they may
fix and as may be permitted by law.
- 7 -
<PAGE>
NINTH: The following provisions are inserted for the
regulation of the business and for the conduct of the affairs of
the corporation, and to create, define, limit and regulate the
powers of the corporation and of its directors and stockholders:
1. The By-Laws of the corporation may fix and alter the
number of directors and may prescribe their term of office, and
from time to time the number of directors may be increased or
decreased by amendment of the By-Laws, provided that in no case
shall the number of directors be less than three. In case of
any increase in the number of directors the additional directors
shall be chosen by the directors for a term to continue until
the next annual meeting of the stockholders or until their
successors are elected and qualify.
2. The Board of Directors, by a resolution passed by a
majority of the whole Board, may designate two or more of their
number to constitute an Executive Committee, who, to the extent
provided in said resolution or By-Laws of the corporation, shall
have and may exercise the powers of the Board of Directors in
the management of the business and affairs of the corporation,
and shall have power to authorize the seal of the corporation to
be affixed to all papers which may require it.
3. The Board of Directors shall have power to make, alter
or amend or repeal the By-Laws of the corporation, but the
By-Laws so made, altered or amended by the directors may be
altered or repealed by the stockholders.
4. No holder of stock shall be entitled, as of right, to
subscribe for, purchase or receive any part of any authorized
but unissued stock or of any new or additional issue of stock,
preferred or common, or of bonds, notes, debentures or other
securities convertible into stock, but all such unissued, new or
additional shares of stock or bonds, notes, debentures or other
securities convertible into stock, may be issued and disposed of
- 8 -
<PAGE>
by the Board of Directors to such person or persons and on such
terms and for such consideration (so far as may be permitted by
law) as the Board of Directors in their absolute discretion may
deem advisable.
5. Except as herein otherwise expressly provided the
corporation reserves the right to amend, alter, change or repeal
any provision herein contained, in the manner now or hereafter
prescribed by law, and all rights conferred on stockholders
hereunder are granted subject to this provision.
6. No stockholder, or stockholders holding less than forty
per cent of the total stock issued shall be entitled to an
examination of the books of account or documents or papers or
vouchers of this corporation except by a resolution of the Board
of Directors giving such privileges and an examination shall
then be had only at the time and place, in the manner, to the
extent and by the person named in such resolution of the Board
of Directors, excepting always from this restriction such
corporate records as are by statute open to the inspection of
stockholders. This restriction shall not be construed to limit
the right or power of any officer of the corporation to examine
the books, papers or vouchers of said corporation.
7. A director of this corporation shall not in the absence
of fraud be disqualified by his office from dealing or
contracting with the corporation, either as vendor, purchaser or
otherwise, nor in the absence of fraud shall any transaction or
contract of this corporation be void or voidable by reason of
the fact that any director or any firm of which any director is
a member, or any corporation of which any director is a
stockholder or director, is in any way interested in such
transaction or contract, provided that such transaction or
contract is or shall be authorized, ratified or approved either
(1) by vote of the majority of a quorum of the Board of
Directors, or of the Executive Committee, without counting in
- 9 -
<PAGE>
such majority or quorum any director so interested, or a member
of a firm so interested, or a stockholder or director of a
corporation so interested; (2) by vote at a stockholders'
meeting of the holders of record of a majority of all the
outstanding shares of the capital stock of the corporation or by
writing or writings signed by a majority of such holders; nor
shall any director be liable to account to the corporation for
any profit realized by him from or through any such transaction
or contract of this corporation ratified or approved as
aforesaid, by reason of the fact that he or any firm of which he
is a member or any corporation of which he is a stockholder or
director was interested in such transaction or contract.
Nothing herein contained shall create any liability in the
events above described or prevent the authorization,
ratification or approval of such contracts or transactions in
any other manner provided by law.
TENTH:
A. A director of the corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is
amended after approval by the stockholders of this Article to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation
Law, as so amended.
- 10 -
<PAGE>
B. Any repeal or modification of Article Tenth,
Paragraph A, by the stockholders of the corporation shall not
adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, this Restated Certificate of
Incorporation which restates and integrates and does not further
amend the provisions of the Certificate of Incorporation of the
corporation, as heretofore amended and supplemented, there being
no discrepancy between those provisions and the provisions of
this Restated Certificate of Incorporation, and having been duly
adopted by the Board of Directors of the corporation in
accordance with the provisions of Section 245 of the Delaware
General Corporation Law, has been executed by its duly
authorized officers, this 15th day of September, 1993.
THE COCA-COLA COMPANY
By: /s/ ROBERTO C. GOIZUETA
---------------------------------
Roberto C. Goizueta, Chairman
{SEAL} and Chief Executive Officer
Attest:
/s/ SUSAN E. SHAW
- ----------------------------
Susan E. Shaw, Secretary
- 11 -
<PAGE>
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
THE COCA-COLA COMPANY
THE COCA-COLA COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware (the "Company"), hereby certifies:
FIRST: That at a meeting held December 20, 1995, at which
a quorum was acting and present throughout, resolutions were
duly adopted by the Board of Directors of the Company setting
forth a proposed amendment to the Restated Certificate of
Incorporation of the Company, declaring said amendment to be
advisable and directing that the proposed amendment and the
matter thereof be considered at the Annual Meeting of Share
Owners of the Company held on April 17, 1996. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of the
Company be, and the same hereby is, amended by deleting the
current Article "FOURTH" thereof, and substituting the
following:
"FOURTH: The total number of shares of all
classes of stock that the corporation shall have
authority to issue is Five Billion Seven Hundred
Million (5,700,000,000) shares, consisting of Five
Billion Six Hundred Million (5,600,000,000) shares
of common stock, par value $.25 per share, and One
Hundred Million (100,000,000) shares of preferred
stock, par value $1.00 per share.
The Board of Directors of the corporation is
authorized, subject to any limitations prescribed
by law, to provide for the issuance of the shares
of preferred stock in series, and by filing a
certificate pursuant to the applicable law of the
State of Delaware (hereinafter referred to as a
"Preferred Stock Designation") to establish from
time to time the number of shares to be included
in each such series, and to fix the designation,
powers, preferences, and rights of the shares of
each such series and any qualifications,
limitations or restrictions thereof. The number
of authorized shares of preferred stock may be
increased or decreased (but not below the number
of shares thereof then outstanding) by the
<PAGE>
affirmative vote of the holders of the majority of the
shares of common stock, without a vote of the holders
of the shares of preferred stock, or of any series
thereof, unless a vote of any such holders is required
pursuant to the Preferred Stock Designation or
Preferred Stock Designations establishing the series
of preferred stock.
Each holder of shares of common stock shall be
entitled to one vote for each share of common stock
held of record on all matters on which the holders of
shares of common stock are entitled to vote.
No stockholder shall have any preemptive right to
subscribe to an additional issue of shares of any
class of stock of the corporation or to any security
convertible into such stock.
Each share of common stock of the corporation
issued and outstanding or held in the treasury of the
corporation immediately prior to the close of business
on May 1, 1996, that being the time when the amendment
of this Article FOURTH of the Certificate of
Incorporation shall have become effective, is changed
into and reclassified as two fully paid and
nonassessable shares of common stock, par value $.25
per share, and at the close of business on such date,
each holder of record of common stock shall, without
further action, be and become the holder of one
additional share of common stock for each share of
common stock held of record immediately prior thereto.
Effective at the close of business on such date, each
certificate representing shares of common stock
outstanding or held in treasury immediately prior to
such time shall continue to represent the same number
of shares of common stock and as promptly as
practicable thereafter, the corporation shall issue
and cause to be delivered to each holder of record of
shares of common stock at the close of business on
such date an additional certificate or certificates
representing one additional share of common stock for
each share of common stock held of record immediately
prior thereto."
SECOND: That thereafter, pursuant to resolutions of the
Board of Directors of the Company, the Annual Meeting of Share
Owners of the Company was duly called and held on April 17,
1996, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute was voted in
favor of the amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.
<PAGE>
FOURTH: That said amendment is to be effective at the
close of business on May 1, 1996.
IN WITNESS WHEREOF, the Company has caused this Certificate
to be signed by M. Douglas Ivester, its President and Chief
Operating Officer, attested by Susan E. Shaw, its Secretary, and
its seal hereunto affixed, all as of the first day of May, 1996.
THE COCA-COLA COMPANY
By: /s/ M. DOUGLAS IVESTER
---------------------------------
M. Douglas Ivester
President and Chief
Operating Officer
{SEAL}
Attest:
/s/ SUSAN E. SHAW
- ----------------------------
Susan E. Shaw, Secretary
Exhibit 12
THE COCA-COLA COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(In millions except ratios)
<TABLE>
<CAPTION>
Three Months
Ended Year Ended December 31,
March 31, ----------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS:
Income before income
taxes and changes in
accounting principles $1,033 $4,328 $3,728 $3,185 $2,746 $2,383
Fixed charges 83 318 236 213 207 222
Adjustments:
Capitalized
interest, net (1) (9) (5) (16) (10) (8)
Equity income (loss),
net of (in addition to)
dividends received 9 (25) (4) (35) (30) (16)
------- ------- ------- ------- ------- -------
Adjusted earnings $1,124 $4,612 $3,955 $3,347 $2,913 $2,581
======= ======= ======= ======= ======= =======
FIXED CHARGES:
Gross interest
incurred $ 73 $ 281 $ 204 $ 184 $ 181 $ 200
Interest portion of
rent expense 10 37 32 29 26 22
------- -------- -------- -------- -------- --------
Total fixed charges $ 83 $ 318 $ 236 $ 213 $ 207 $ 222
======== ======== ======== ======== ======== ========
Ratios of earnings
to fixed charges 13.5 14.5 16.8 15.7 14.1 11.6
======== ======== ======== ======== ======== ========
<FN>
The Company is contingently liable for guarantees of indebtedness of
independent bottling companies and others (approximately $184 million at
March 31, 1996). Fixed charges for these contingent liabilities have not
been included in the computations of the above ratios as the amounts are
immaterial and, in the opinion of Management, it is not probable that the
Company will be required to satisfy the guarantees.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FINANCIAL STATEMENTS OF THE COCA-COLA COMPANY FOR THE
QUARTER ENDED MARCH 31, 1996, AS SET FORTH IN ITS FORM 10-Q
FOR SUCH QUARTER, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,582
<SECURITIES> 174
<RECEIVABLES> 1,773
<ALLOWANCES> 36
<INVENTORY> 1,190
<CURRENT-ASSETS> 5,964
<PP&E> 6,643
<DEPRECIATION> 2,330
<TOTAL-ASSETS> 15,627
<CURRENT-LIABILITIES> 7,745
<BONDS> 1,149
0
0
<COMMON> 856
<OTHER-SE> 4,684
<TOTAL-LIABILITY-AND-EQUITY> 15,627
<SALES> 4,194
<TOTAL-REVENUES> 4,194
<CGS> 1,530
<TOTAL-COSTS> 1,530
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 72
<INCOME-PRETAX> 1,033
<INCOME-TAX> 320
<INCOME-CONTINUING> 713
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 713
<EPS-PRIMARY> 0.28
<EPS-DILUTED> 0
</TABLE>
