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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 September 30, 1996
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. 001-02217
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.
Class of Common Stock Outstanding at October 25, 1996
--------------------- -------------------------------
$.25 Par Value 2,488,161,544 Shares
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<PAGE>
<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements (Unaudited) Page Number
Condensed Consolidated Balance Sheets
September 30, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Income
Three and nine months ended September 30, 1996
and 1995 5
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 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 12
Part II. Other Information
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 23
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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>
September 30, December 31,
1996 1995
----------- -----------
<S> <C> <C>
CURRENT
Cash and cash equivalents $ 2,166 $ 1,167
Marketable securities 147 148
----------- -----------
2,313 1,315
Trade accounts receivable, less
allowances of $30 at September 30
and $34 at December 31 1,511 1,695
Finance subsidiary receivables 75 55
Inventories 1,075 1,117
Prepaid expenses and other assets 1,386 1,268
----------- -----------
TOTAL CURRENT ASSETS 6,360 5,450
----------- -----------
INVESTMENTS AND OTHER ASSETS
Equity method investments
Coca-Cola Enterprises Inc. 541 556
Coca-Cola Amatil Limited 858 682
Other, principally bottling companies 2,042 1,157
Cost method investments,
principally bottling companies 493 319
Finance subsidiary receivables and
investments 374 351
Marketable securities and other assets 1,038 1,246
----------- -----------
5,346 4,311
----------- -----------
PROPERTY, PLANT AND EQUIPMENT
Land 194 233
Buildings and improvements 1,558 1,944
Machinery and equipment 3,753 4,135
Containers 218 345
----------- -----------
5,723 6,657
Less allowances for depreciation 2,132 2,321
----------- -----------
3,591 4,336
----------- -----------
GOODWILL AND OTHER INTANGIBLE ASSETS 577 944
----------- -----------
$ 15,874 $ 15,041
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</TABLE>
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<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
LIABILITIES AND SHARE-OWNERS' EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
----------- -----------
<S> <C> <C>
CURRENT
Accounts payable and accrued expenses $ 2,912 $ 2,894
Loans and notes payable 3,127 2,371
Current maturities of long-term debt 8 552
Accrued taxes 1,081 1,531
----------- -----------
TOTAL CURRENT LIABILITIES 7,128 7,348
----------- -----------
LONG-TERM DEBT 1,136 1,141
----------- -----------
OTHER LIABILITIES 1,163 966
----------- -----------
DEFERRED INCOME TAXES 212 194
----------- -----------
SHARE-OWNERS' EQUITY
Common stock, $.25 par value
Authorized: 5,600,000,000 shares
Issued: 3,429,677,945 shares at
September 30; 3,423,678,994 shares
at December 31 857 856
Capital surplus 959 863
Reinvested earnings 14,671 12,882
Unearned compensation related to
outstanding restricted stock (54) (68)
Foreign currency translation adjustment (580) (424)
Unrealized gain on securities
available for sale 133 82
----------- -----------
15,986 14,191
Less treasury stock, at cost
(940,717,122 shares at September 30;
919,081,326 shares at December 31) 9,751 8,799
----------- -----------
6,235 5,392
----------- -----------
$ 15,874 $ 15,041
=========== ===========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
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THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions except per share data)
<TABLE>
<CAPTION>
Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------- -------------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET OPERATING REVENUES $ 4,656 $ 4,895 $ 14,103 $ 13,685
Cost of goods sold 1,814 1,949 5,250 5,270
---------- ---------- ---------- ----------
GROSS PROFIT 2,842 2,946 8,853 8,415
Selling, administrative
and general expenses 2,388 1,960 5,984 5,300
---------- ---------- ---------- ----------
OPERATING INCOME 454 986 2,869 3,115
Interest income 49 59 173 185
Interest expense 67 66 210 192
Equity income 56 59 143 153
Other income - net 32 56 104 68
Gains on issuances of
stock by equity
investees 413 74 413 74
---------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES 937 1,168 3,492 3,403
Income tax expense
(benefit) (30) 366 762 1,065
---------- ---------- ---------- ----------
NET INCOME $ 967 $ 802 $ 2,730 $ 2,338
========== ========== ========== ==========
NET INCOME PER SHARE $ .39 $ .32 $ 1.09 $ .92
========== ========== ========== ==========
DIVIDENDS PER SHARE $ .125 $ .11 $ .375 $ .33
========== ========== ========== ==========
AVERAGE SHARES
OUTSTANDING 2,492 2,518 2,497 2,531
========== ========== ========== ==========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
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<PAGE>
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-----------------------
1996 1995
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 2,730 $ 2,338
Depreciation and amortization 360 337
Deferred income taxes 128 14
Equity income, net of dividends (69) (64)
Foreign currency adjustments (58) (22)
Other noncash items (143) (57)
Net change in operating assets and liabilities (304) (245)
----------- -----------
Net cash provided by operating activities 2,644 2,301
----------- -----------
INVESTING ACTIVITIES
Additions to finance subsidiary receivables (110) (44)
Collections of finance subsidiary receivables 70 41
Acquisitions and investments,
principally bottling companies (577) (107)
Purchases of securities (67) (151)
Proceeds from disposals of investments
and other assets 1,070 505
Purchases of property, plant and equipment (682) (708)
Proceeds from disposals of property, plant
and equipment 44 45
Other investing activities (115) (43)
----------- -----------
Net cash used in investing activities (367) (462)
----------- -----------
Net cash provided by operations after
reinvestment 2,277 1,839
----------- -----------
FINANCING ACTIVITIES
Issuances of debt 862 551
Payments of debt (576) (40)
Issuances of stock 74 62
Purchases of stock for treasury (952) (1,417)
Dividends (624) (558)
----------- -----------
Net cash used in financing activities (1,216) (1,402)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (62) (50)
----------- -----------
CASH AND CASH EQUIVALENTS
Net increase during the period 999 387
Balance at beginning of period 1,167 1,386
----------- -----------
Balance at end of period $ 2,166 $ 1,773
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INTEREST PAID $ 244 $ 201
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INCOME TAXES PAID $ 952 $ 871
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<FN>
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
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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 nine month period ended September 30,
1996, are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996.
Certain amounts in the prior periods' financial statements have
been reclassified to conform to the current period presentation.
NOTE B - SEASONAL NATURE OF BUSINESS
Unit sales by the Company's beverages business are generally
greater in the second and third quarters due to seasonal factors.
NOTE C - INVENTORIES
Inventories consist of the following (in millions):
September 30, December 31,
1996 1995
------------- -----------
Raw materials and supplies $ 778 $ 784
Work in process 19 7
Finished goods 278 326
----------- -----------
$ 1,075 $ 1,117
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE D - SUMMARIZED INCOME STATEMENT DATA OF COCA-COLA ENTERPRISES INC.
At September 30, 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. 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 Nine Months Ended
----------------------------- ----------------------------
September 27, September 29, September 27, September 29,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net operating revenues $ 2,187 $ 1,841 $ 5,803 $ 5,130
Gross profit $ 824 $ 658 $ 2,217 $ 1,893
Net income $ 39 $ 36 $ 105 $ 85
Net income applicable
to common share owners $ 37 $ 35 $ 99 $ 83
</TABLE>
Coca-Cola Enterprises' results for the three and nine month
periods ended September 27, 1996, include results from the
acquisition date of the following acquired companies: Ouachita
Coca-Cola Bottling Company acquired on February 21, 1996;
Coca-Cola Beverages S.A., Coca-Cola Production S.A. and S.A.
Beverages Sales Holdings N.V. (collectively, French and Belgian
bottling and canning operations) acquired on July 26, 1996; and
Coca-Cola Bottling Company West, Inc. and Grand Forks Coca-Cola
Bottling Co. acquired on August 12, 1996. In addition, the results
for the three and nine months ended September 27, 1996, include a
favorable $6 million after-tax settlement from certain suppliers
for purchases made in previous years.
Coca-Cola Enterprises' results for the three months and the
nine months ended September 29, 1995, include the results of the
Wichita Coca-Cola Bottling Company from the date of acquisition
on January 27, 1995. Results for the nine months ended September
29, 1995, 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 6 million shares of its common stock in the third
quarter and approximately 21 million shares for the nine months
ended September 30, 1996.
NOTE F - ISSUANCES OF STOCK BY EQUITY INVESTEES
In September 1996, Coca-Cola Erfrischungsgetraenke G.m.b.H.
(CCEG) issued approximately 24.4 million shares of common stock
as part of a merger with three independent German bottlers
of the Company's products. The shares were valued at
approximately $925 million, based upon the fair values of the
assets of the three independent bottling companies. In
connection with CCEG's issuance of shares, the Company's
ownership in the previously wholly owned subsidiary was reduced
to 45 percent. As a result, the Company will prospectively
account for its related investment therein under the equity
method of accounting. The transaction resulted in a noncash
pretax gain of approximately $283 million for the Company. The
Company's German subsidiary has provided deferred income taxes of
approximately $171 million related to this gain.
In July 1996, Coca-Cola Amatil Limited (Coca-Cola Amatil)
issued approximately 46 million shares in a placement with the
Kerry Group in exchange for approximately $522 million. The
issuance reduced the Company's ownership percentage in Coca-Cola
Amatil from approximately 39 percent to approximately 36 percent.
This transaction resulted in a noncash pretax gain of
approximately $130 million to the Company. The Company has
provided deferred income taxes of approximately $47 million
related to this gain.
In July 1995, Coca-Cola Amatil completed a public offering in
Australia of approximately 97 million shares of common stock. In
connection with the offering, the Company's ownership interest in
Coca-Cola Amatil was diluted to approximately 40 percent. The
transaction resulted in a noncash pretax gain of approximately
$74 million for the Company. The Company has provided deferred
income taxes of approximately $27 million related to this gain.
NOTE G - BOTTLING TRANSACTIONS
On July 26, 1996, the Company sold its interests in the French
and Belgian bottling and canning operations to Coca-Cola
Enterprises in return for cash consideration of approximately
$936 million.
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<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE H - NONRECURRING ITEMS
In September 1996, the Company and the U.S. Internal Revenue
Service reached an agreement in principle settling certain
U.S.-related income tax matters, including issues in litigation
related to its Puerto Rico operations, dating back to the 1981
tax year and extending through 1995. This agreement had the
effect of increasing net income by $320 million as a result of
a reversal of previously accrued income tax liabilities.
In the third quarter of 1996, provisions of approximately $276
million were recorded in selling, administrative and general
expenses related to the Company's adoption of management's plans
for strengthening the Company's worldwide system. Of this $276
million, the Company's beverages business accounts for
approximately $130 million, related to the streamlining of its
operations, primarily in Greater Europe and Latin America.
Management of the beverages business has taken actions to
consolidate certain of its manufacturing operations and, as a
result, has recorded charges to recognize the impairment of
certain manufacturing assets and to recognize the estimated
losses on the disposal of other such assets. The remainder of
this $276 million provision relates to The Minute Maid Company
(formerly known as Coca-Cola Foods). During the third quarter
of 1996, The Minute Maid Company entered into two significant
agreements with independent parties: (i) a strategic supply
alliance with Sucocitrico Cutrale Ltda., the world's largest
grower and processor of oranges and (ii) a joint venture
agreement with the Danone Group to produce, distribute and sell
premium refrigerated juices globally outside of the United States
and Canada. With these agreements, The Minute Maid Company plans
to increase its focus on managing its brands while seeking
arrangements to lower overall manufacturing costs. As a
result of these actions, management recorded $146 million in
third quarter provisions, comprised primarily of impairment
charges to certain production facilities and reserves for
losses on the disposal of other production facilities.
Also in the third quarter of 1996, the Company launched a
strategic initiative, "Project Infinity," to redesign and enhance
its information systems and communications capabilities. In
connection with this initiative, the Company recorded in selling,
administrative and general expenses an $80 million impairment
charge to recognize Project Infinity's impact on existing
information systems.
Also in the third quarter of 1996, the Company recorded a $28.5
million charge in selling, administrative and general expenses
for its contribution to the corpus of The Coca-Cola Foundation, a
not-for-profit charitable organization.
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<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE H - NONRECURRING ITEMS (CONTINUED)
In the third quarter of 1995, the Company recorded a provision
of $86 million in selling, administrative and general expenses
primarily related to management's decision to increase
efficiencies as part of the ongoing process of strengthening its
worldwide system.
NOTE I - STOCK SPLIT
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 that was 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 of common stock remained at $.25 per share.
NOTE J - PENDING TRANSACTION
On August 9, 1996, the Company executed an agreement to sell
its 49 percent interest in Coca-Cola & Schweppes Beverages Ltd.
to Coca-Cola Enterprises. This transaction is expected to result
in gross proceeds to the Company of approximately 616 million
British pounds or approximately U.S. $955 million. The
transaction is subject to approval by the European Commission.
The Commission's Merger Task Force has indicated that it will
ask the Commission to issue a Statement of Objections, to which
the Company and other parties to the proposed sale will respond.
The Statement of Objections could result, in certain circumstances,
in changes to the transaction. Although no assurances can be
given in this regard, the Company believes that the transaction
will ultimately be allowed to go forward substantially as proposed.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
VOLUME
BEVERAGES (EXCLUDING THE MINUTE MAID COMPANY, FORMERLY KNOWN AS
COCA-COLA FOODS): Worldwide unit case volume increased 6 percent
and gallon shipments of concentrates and syrups grew 1 percent in
the third quarter of 1996 when compared to the third quarter of
1995. Unit case volume increased 7 percent and gallon shipments
grew 6 percent for the first nine months of 1996.
Unit case volume in the Company's North America Group increased
4 percent in the third quarter of 1996, including an increase of
5 percent in the United States. Unit case volume in North
America grew 6 percent for the first nine months of 1996,
including 6 percent growth in the United States. The continuing
strong unit case volume gains in the United States resulted from
increases in the Company's core brands, which benefited from
solid execution by the bottler system and strong broad-based
marketing plans including leveraging the power of Olympic related
promotions. Packaging initiatives also contributed to strong
growth. Volume also rose from sales of products such as Barq's,
POWERaDE, and Nestea. Continued focus on programs designed to
increase retail customer volume and profit also contributed to
third quarter results. North American gallon shipments of
concentrates and syrups increased 4 percent for the third quarter
and 7 percent for the first nine months of 1996. In particular,
gallon shipments rose 4 percent in the United States for the
third quarter and 7 percent for the first nine months of 1996.
In the Latin America Group, unit case volume grew 10 percent in
the third quarter of 1996, including gains of 20 percent in
Chile, 11 percent in Argentina and 10 percent in Mexico. The
unit case volume gains in Latin America resulted from aggressive
system investment in volume and share-building activities.
Gallon shipments in the Latin America Group increased 11 percent
in the third quarter of 1996. For the first nine months of 1996,
unit case volume has increased 6 percent and gallon shipments
have grown 7 percent in the Latin America Group.
In the Africa Group, unit case volume in the third quarter of
1996 was even with levels achieved in the third quarter of 1995
while gallon shipments declined 13 percent for the same period.
Third quarter unit case volume increased 2 percent in the
Southern Africa Division and declined 2 percent in the Northern
Africa Division due to a difficult economic environment in
Nigeria. Unit case volume has risen 1 percent and gallon
shipments have declined 8 percent in the Africa Group for the
first nine months of 1996.
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<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
Unit case volume in the Middle and Far East Group grew 9
percent in the third quarter of 1996, driven by a 29 percent
increase in China, a 17 percent increase in India and a 16
percent increase in the Philippines. Gallon shipments in the
Middle and Far East Group declined 4 percent in the third quarter
of 1996. For the first nine months of 1996, unit case volume has
grown 10 percent and gallon shipments have increased 4 percent in
the Middle and Far East Group.
In the Greater Europe Group, third quarter 1996 unit case
volume increased 1 percent. An unseasonably cold and rainy
summer negatively impacted volume in the quarter. Several key
countries were impacted by the poor weather, including Germany
and Great Britain, where unit case volume fell 10 and 17 percent,
respectively. However, the Company continued to build on its
leadership position in Eastern Europe where unit case volume
increased 18 percent in the third quarter of 1996. Gallon
shipments in the Greater Europe Group fell 4 percent in the third
quarter of 1996. For the first nine months of 1996, unit case
volume and gallon shipments in the Greater Europe Group increased
7 and 8 percent, respectively.
THE MINUTE MAID COMPANY (FORMERLY KNOWN AS COCA-COLA FOODS):
At The Minute Maid Company, unit volume increased 11 percent in
the third quarter of 1996 due to marketing initiatives, including
new advertising in support of Minute Maid Premium orange juice.
Additionally, The Minute Maid Company announced several strategic
initiatives during the quarter, including a supply alliance with
Sucocitrico Cutrale Ltda. (Cutrale), the world's largest grower
and processor of oranges, and the formation of an international
joint venture with the Danone Group (Danone), the world's leader
in fresh dairy products.
NET OPERATING REVENUES AND GROSS MARGIN
Net operating revenues decreased 5 percent in the third quarter
of 1996 primarily as a result of the sale of the previously
wholly owned French and Belgian bottling and canning operations
and a stronger U.S. dollar, offset by selective price increases.
For the first nine months of 1996, net operating revenues increased
3 percent due to increased beverage gallon shipments and selective
price increases, partially offset by a stronger U.S. dollar and the
disposition of the Company's French and Belgian bottling and canning
operations.
The Company's gross margin increased to 61.0 percent in the
third quarter of 1996 from 60.2 percent in the third quarter of
1995. The increase in gross margin for the third quarter of 1996
was primarily due to the sale of the Company's French and Belgian
bottling and canning operations, shifting proportionally more
revenues to the higher margin concentrate business, and favorable
results from product mix. The Company's gross margin was 62.8
and 61.5 percent, respectively, for the first nine months of 1996
and 1995.
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RESULTS OF OPERATIONS (CONTINUED)
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES
Selling expenses were $1,602 million in the third quarter of
1996, compared to $1,488 million in the third quarter of 1995.
For the first nine months of 1996, selling expenses were $4,437
million, compared to $4,110 million in the same period in 1995.
The increase was primarily due to higher marketing investments in
support of the Company's volume growth.
Administrative and general expenses were $786 million in the
third quarter of 1996, compared to $472 million in the third
quarter of 1995. For the first nine months of 1996,
administrative and general expenses were $1,547 million, compared
to $1,190 million in the comparable period of the prior year.
The 1996 increase in administrative and general expenses is
primarily a result of the following nonrecurring provisions:
- -- In the third quarter of 1996, provisions of approximately
$276 million were recorded in selling, administrative and
general expenses related to the Company's adoption of
management's plans for strengthening the Company's worldwide
system. Of this $276 million, the Company's beverages
business accounts for approximately $130 million, related to
the streamlining of its operations, primarily in Greater
Europe and Latin America. Management of the beverages
business has taken actions to consolidate certain of its
manufacturing operations and, as a result, has recorded
charges to recognize the impairment of certain manufacturing
assets and to recognize the estimated losses on the disposal
of other such assets. The remainder of this $276 million
provision relates to The Minute Maid Company (formerly
known as Coca-Cola Foods). During the third quarter of 1996,
The Minute Maid Company entered into two significant agreements
with independent parties: (i) a strategic supply alliance with
Cutrale, the world's largest grower and processor of oranges
and (ii) a joint venture agreement with Danone to produce,
distribute and sell premium refrigerated juices globally
outside of the United States and Canada. With these
agreements, The Minute Maid Company plans to increase its
focus on managing its brands while seeking arrangements to
lower overall manufacturing costs. As a result of these
actions, management recorded $146 million in third quarter
provisions, comprised primarily of impairment charges to
certain production facilities and reserves for losses on the
disposal of other production facilities.
- -- Also in the third quarter of 1996, the Company launched a
strategic initiative, "Project Infinity," to redesign and
enhance its information systems and communications
capabilities. In connection with this initiative, the Company
recorded in selling, administrative and general expenses an
$80 million impairment charge to recognize Project Infinity's
impact on existing information systems.
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<PAGE>
<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
- -- Also in the third quarter of 1996, the Company recorded a
$28.5 million charge in selling, administrative and general
expenses for its contribution to the corpus of The Coca-Cola
Foundation, a not-for-profit charitable organization.
In the third quarter of 1995, the Company recorded a provision
of $86 million in selling, administrative and general expenses
primarily related to management's decision to increase
efficiencies as part of the ongoing process of strengthening its
worldwide system.
OPERATING INCOME AND OPERATING MARGIN
Operating income for the third quarter of 1996 decreased to
$454 million from $986 million in the third quarter of 1995.
The decrease was due to the disposition of the Company's French
and Belgian bottling and canning operations and the recording of
several nonrecurring provisions as discussed above. In addition,
the decision to curtail concentrate shipments to bottlers
decreased operating income by an estimated $290 million in the
third quarter of 1996. For the first nine months of 1996,
operating income decreased 8 percent, to $2,869 million. The
operating margin for the first nine months of 1996 decreased to
20.3 percent from 22.8 percent in the comparable period in 1995.
INTEREST INCOME AND INTEREST EXPENSE
Interest income decreased $10 million in the third quarter and
$12 million for the first nine months of 1996 relative to the
comparable periods in 1995, due primarily to lower average short-
term investments and lower average interest rates in Latin
America. Interest expense was relatively flat in the third
quarter compared to the same period in 1995 and increased 9
percent for the first nine months of 1996 relative to the
comparable period in 1995. This increase was due primarily to
higher average debt balances.
EQUITY INCOME
Equity income for the third quarter of 1996 totaled $56
million, compared to $59 million in the third quarter of 1995.
For the first nine months of 1996, equity income totaled $143
million, compared to $153 million for the same period in 1995.
The decrease in the first nine months of the year resulted from
first quarter economic difficulties in key markets in Latin
America and lower operating results for Coca-Cola & Schweppes
Beverages Ltd., partially offset by improved results for
Coca-Cola Enterprises Inc. Operating results for Coca-Cola &
Schweppes Beverages Ltd. were impacted by the unseasonably
poor weather conditions in Europe during the third quarter.
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<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
OTHER INCOME - NET
Other income - net was $32 million for the third quarter of
1996 compared to $56 million for the third quarter of 1995. For
the first nine months of 1996, other income - net was $104
million, compared to $68 million in the comparable period of the
prior year. The increase for the first nine months of 1996 as
compared to the same period in 1995 was due to gains on the
sales of certain investments, primarily bottling, including the
French and Belgian bottling and canning operations.
GAINS ON ISSUANCES OF STOCK BY EQUITY INVESTEES
In September 1996, Coca-Cola Erfrischungsgetraenke G.m.b.H.
(CCEG) issued approximately 24.4 million shares of common stock
as part of a merger with three independent German bottlers of
the Company's products. The shares were valued at approximately
$925 million, based upon the fair values of the assets of the
three independent bottling companies. In connection with CCEG's
issuance of shares, the Company's ownership in the previously
wholly owned subsidiary was reduced to 45 percent. As a result,
the Company will prospectively account for its related investment
therein under the equity method of accounting. The transaction
resulted in a noncash pretax gain of approximately $283 million
for the Company.
In July 1996, Coca-Cola Amatil Limited (Coca-Cola Amatil)
issued approximately 46 million shares in a placement with the
Kerry Group in exchange for approximately $522 million. The
issuance reduced the Company's ownership percentage in Coca-Cola
Amatil from approximately 39 percent to approximately 36 percent.
This transaction resulted in a noncash pretax gain of
approximately $130 million to the Company.
In July 1995, Coca-Cola Amatil completed a public offering in
Australia of approximately 97 million shares of common stock. In
connection with the offering, the Company's ownership interest in
Coca-Cola Amatil was diluted to approximately 40 percent. The
transaction resulted in a noncash pretax gain of approximately
$74 million for the Company.
INCOME TAXES
In the third quarter of 1996, the Company reported an income
tax benefit due primarily to a settlement agreement in principle
between the Company and the U.S. Internal Revenue Service. The
agreement included issues in litigation involving Company
operations in Puerto Rico. Some of the issues date back to the
1981 tax year and extend through 1995. This agreement had the
effect of increasing net income by $320 million as a result of
a reversal of previously accrued tax liabilities.
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<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
The Company's effective tax rate for the nine months ended
September 30, 1996 was 21.8 percent compared to 31.3 percent for
the comparable period in 1995, reflecting the favorable
settlement with the IRS.
The Company's tax rate for the third quarter and first nine
months of 1996 would have been 31 percent, excluding the
favorable impact of the IRS settlement. The 31 percent 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.
NET INCOME
Net income per share for the third quarter and the first nine
months of 1996 increased at a higher rate than net income due to
the Company's share repurchase program.
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<PAGE>
FINANCIAL CONDITION
NET CASH FLOW PROVIDED BY OPERATIONS AFTER REINVESTMENT
In the first nine months of 1996, net cash flow after
reinvestment totaled $2,277 million, an increase of $438 million
over the comparable period in 1995. Net cash provided by
operating activities increased by $343 million, primarily as a
result of higher net income. Net change in operating assets and
liabilities for the first nine months of 1996 includes a decrease
in accrued taxes of $450 million, primarily as a result of the
agreement in principle with the U.S. Internal Revenue Service as
discussed above.
Net cash used in investing activities decreased $95 million in
the first nine months of 1996 as compared to the first nine
months of 1995. This net change comprised an increase of $565
million in proceeds from disposals of investments and other
assets to $1,070 million, primarily as a result of the cash
proceeds received for the sale of the Company's bottling and
canning operations in France and Belgium. Further, the reduction
in property, plant and equipment before depreciation of $934
million and the reduction in goodwill and other intangible assets
of $367 million for first nine months of 1996 also relate
primarily to the sale of the Company's bottling and canning
operations in France and Belgium. Cash used in acquisitions and
investments, principally bottling companies increased by $470
million in the first nine months of 1996 as compared to the first
nine months of 1995, which includes the Company's investments in
Embotelladora Coca-Cola y Hit de Venezuela S.A. and Embotelladoras
Polar S.A. in Chile. Reinvestment in the form of property, plant
and equipment, an ongoing use of cash for investing activities,
was $682 million for the first nine months of 1996, a decrease of
$26 million from the comparable period in 1995.
FINANCING
Financing activities primarily represent the Company's net
borrowing activities, dividend payments and share repurchases.
Net cash used in financing activities totaled $1,216 million and
$1,402 million for the first nine months of 1996 and 1995,
respectively. Net borrowings were $286 million in the first nine
months of 1996, compared to $511 million in the first nine months
of 1995. Cash used for share repurchases decreased to $952
million, compared to $1,417 million in the comparable period in
1995.
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<PAGE>
FINANCIAL CONDITION (CONTINUED)
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 8 percent stronger during the third quarter of
1996 versus key currencies for the comparable period of the prior
year. However, the Company's foreign currency management program
mitigates the adverse impact of exchange on net income and earnings
per share.
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<PAGE>
<PAGE>
Part II. Other Information
Item 1. Legal Proceedings
As reported in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, in April 1994, Deborah A. Heller,
et al., individually and as a class representative, filed a class
action lawsuit against the Company and other sellers of diet soft
drink products in the Supreme Court of the State of New York,
County of Kings, which alleged that the plaintiff and other
members of the purported class had been defrauded by the
defendants by reason of their failure to advise consumers that
the sweetness level of diet soft drinks sweetened with aspartame
degrades over time. The initial complaint, which asserted claims
based upon common law fraud and violation of New York state
consumer protection statutes, did not indicate a specific damage
amount in its prayer for damages. On July 27, 1994, plaintiffs
filed an amended complaint adding several individually-named
plaintiffs and a claim for unjust enrichment. On September 23,
1994, the Company filed a motion to dismiss plaintiffs' amended
complaint in its entirety. On November 7, 1994, the plaintiffs
filed a motion for summary judgment seeking from the Company
damages of at least $1,187 million based upon its sales of such
diet soft drinks during the period from April 1988 through
December 1993. The New York law upon which plaintiffs' claims
are based allows the Court, at its discretion, to increase up to
three times any damages it awards.
On April 4, 1995, the Court granted defendants' motion to
dismiss the complaint, ruling that the Federal Food and Drug
Administration has primary jurisdiction over the issue raised by
plaintiffs; and that in any event, plaintiffs had failed to state
a cause of action under any of the various fraud,
misrepresentation and/or consumer protection counts of their
complaint. The Court also held that plaintiffs had no unjust
enrichment claim. Plaintiffs' cross motions for class action
certification and partial summary judgment were deemed moot in
light of the Court's other rulings and were not formally ruled
upon. Plaintiffs thereafter filed a notice of appeal and also
asked the Court to reconsider its earlier opinion. The latter
request was denied by the Court on October 31, 1995.
On August 12, 1996, the Appellate Division of the New York
Supreme Court affirmed the ruling of the lower court in favor of
the Company and other defendants. Plaintiffs have filed a motion
for leave to appeal to the New York Court of Appeals and the
defendants have filed papers opposing that motion.
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<PAGE>
<PAGE>
Item 1. Legal Proceedings (continued)
As reported in the Company's Annual Report on Form 10-K for the
year ended December 31, 1995, on February 26, 1992, suit was
brought against the Company in Texas state court by The Seven-Up
Company, a competitor of the Company. An amended complaint was
filed by The Seven-Up Company on February 8, 1994. The suit
alleges that the Company is attempting to dominate the lemon-lime
segment of the soft drink industry by tortious acts designed to
induce certain independent bottlers of the Company's products to
terminate existing contractual relationships with the plaintiff
pursuant to which such bottlers bottle and distribute the
plaintiff's lemon-lime soft drink products. As amended, the
complaint alleges that Coca-Cola/Seven-Up bottlers in several
different territories, including Nacogdoches, Texas; Oklahoma
City, Oklahoma; Fargo, North Dakota; Shreveport, Louisiana;
Elkins, West Virginia; Salem, New Hampshire; Fayetteville,
Arkansas; Pine Bluff, Arkansas and Vicksburg, Mississippi, were
illegally induced into initiating Sprite distribution and
discontinuing Seven-Up distribution. The Company is accused of
using several different purportedly improper tactics to bring
about those bottler decisions, including false and misleading
statements by the Company about the plaintiff's past, present and
future business operations, improper financial advancements and
various forms of alleged coercion.
The complaint seeks unspecified money damages for (1) alleged
tortious interference with the plaintiff's contractual relations,
(2) alleged intentional tortious conduct to injure plaintiff, (3)
alleged disparagement of the plaintiff and its business, and (4)
alleged false and injurious statements harmful to plaintiff's
interests. The complaint also seeks an injunction prohibiting
future allegedly tortious conduct by the Company and seeks an
award of punitive damages in the amount of at least $500 million.
In 1993, the Company filed a counterclaim against The Seven-Up
Company in the matter alleging that The Seven-Up Company has
tortiously interfered with the Company's efforts to obtain
distribution of its lemon-lime soft drink, Sprite, through
bottlers of Coca-Cola.
On July 22, 1992, The Seven-Up Company filed a related suit in
federal court in Texas alleging that the facts and circumstances
giving rise to the state court suit (described above) also
constitute a violation of the federal Lanham Act which, inter
alia, proscribes false advertisement and disparagement of a
competitor's goods and services. The suit sought injunctive
relief, treble damages and attorneys' fees. In October 1994, the
federal Lanham Act suit was tried and resulted in a jury verdict
in favor of Seven-Up on certain of its claims. The jury awarded
Seven-Up a total of $2.53 million in damages. In December of
1994, the federal court entered an order setting aside that
damage award and awarded judgment in favor of the Company
notwithstanding the verdict. Seven-Up appealed that judgment.
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<PAGE>
Item 1. Legal Proceedings (continued)
Shortly after the federal court's ruling, the Company asked the
state court to dismiss all of the plaintiff's remaining claims in
that case based upon the judgment entered in the federal case.
On February 14, 1995, the state court granted that motion and
dismissed all of Seven-Up's remaining claims. Seven-Up appealed
that ruling as well.
On July 8, 1996, the U.S. Court of Appeals for the Fifth
Circuit affirmed the federal trial court's decision granting the
Company's motion for judgment in its favor notwithstanding the
jury's verdict for plaintiff Seven-Up.
On August 28, 1996, the Texas Court of Appeals affirmed the
summary judgment that the trial court had granted in the
Company's favor dismissing all of Seven-Up's state claims as
barred by the doctrine of res judicata. On September 12, 1996,
Seven-Up filed a motion for a rehearing of this decision. The
Company has opposed Seven-Up's motion.
The Company is involved in various other legal proceedings.
The Company believes that any liability to the Company which may
arise as a result of these proceedings, including the proceedings
specifically discussed above and in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995, will not have
a material adverse effect on the financial condition of the
Company and its subsidiaries taken as a whole.
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<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3 - By-Laws of the Registrant, as amended and
restated through October 17, 1996
12 - Computation of Ratios of Earnings to Fixed
Charges
27 - Financial Data Schedule for the nine months
ended September 30, 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: November 14, 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 - By-Laws of the Registrant, as amended and
restated through October 17, 1996
12 - Computation of Ratios of Earnings to Fixed
Charges
27 - Financial Data Schedule for the nine months
ended September 30, 1996, submitted to the Securities
and Exchange Commission in electronic format
EXHIBIT 3
BY-LAWS
OF
THE COCA-COLA COMPANY
AS AMENDED THROUGH OCTOBER 17, 1996
ARTICLE I
SHAREHOLDERS:
Section 1. PLACE, DATE AND TIME OF HOLDING ANNUAL
MEETINGS. Annual meetings of shareholders shall be held
at such place, date and time as shall be designated from
time to time by the Board of Directors. In the absence
of a resolution adopted by the Board of Directors
establishing such place, date and time, the annual
meeting shall be held at 1209 Orange Street, Wilmington,
Delaware, on the third Wednesday in April of each year at
9:00 A.M. (local time).
Section 2. VOTING. Each outstanding share of
common stock of the Company is entitled to one vote on
each matter submitted to a vote. The vote for the
election of directors shall be by written ballot.
Directors shall be elected by plurality votes cast in the
election for such directors. All other action shall be
authorized by a majority of the votes cast unless a
greater vote is required by the laws of Delaware. A
shareholder may vote in person or by written proxy.
Section 3. QUORUM. The holders of a majority of
the issued and outstanding shares of the common stock of
the Company, present in person or represented by proxy,
shall constitute a quorum at all meetings of
shareholders.
Section 4. ADJOURNMENT OF MEETINGS. In the
absence of a quorum or for any other reason, the chairman
of the meeting may adjourn the meeting from time to time.
If the adjournment is not for more than thirty days, the
adjourned meeting may be held without notice other than
an announcement at the meeting. If the adjournment is for
more than thirty days, or if a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall
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<PAGE>
be given to each shareholder of record entitled to vote
at such meeting. At any such adjourned meeting at which
a quorum is present, any business may be transacted which
might have been transacted at the meeting originally
called.
Section 5. SPECIAL MEETINGS. Special meetings of
the shareholders for any purpose or purposes may be
called by the Board of Directors, the Chairman of the
Board of Directors or the President. Special meetings
shall be held at the place, date and time fixed by the
Secretary.
Section 6. NOTICE OF SHAREHOLDERS MEETING.
Written notice, stating the place, date, hour and purpose
of the annual or special meeting shall be given by the
Secretary not less than ten nor more than sixty days
before the date of the meeting to each shareholder
entitled to vote at such meeting.
Section 7. ORGANIZATION. The Chairman of the
Board of Directors shall preside at all meetings of
shareholders. In the absence of, or in case of a vacancy
in the office of, the Chairman of the Board of Directors,
the President, or in his absence or in the event that the
Board of Directors has not selected a President, any
Senior Executive Vice President, Executive Vice
President, Senior Vice President or Vice President in
order of seniority as specified in this sentence, and,
within each classification of office in order of
seniority in time in that office, shall preside. The
Secretary of the Company shall act as secretary at all
meetings of the shareholders and in the Secretary's
absence, the presiding officer may appoint a secretary.
Section 8. INSPECTORS OF ELECTION. All votes by
ballot at any meeting of shareholders shall be conducted
by such number of inspectors of election as are appointed
for that purpose by either the Board of Directors or by
the chairman of the meeting. The inspectors of election
shall decide upon the qualifications of voters, count the
votes and declare the results.
Section 9. RECORD DATE. The Board of Directors,
in order to determine the shareholders entitled to notice
of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other
distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other
lawful action, shall fix in advance a record date which
shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days
prior to any other action and in such case only such
shareholders as shall be shareholders of record on the
date so fixed, shall be entitled to such notice of or to
vote at such meeting or any adjournment thereof, or
entitled to express consent to such corporate action in
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writing without a meeting, or be entitled to receive
payment of any such dividend or other distribution or
allotment of any rights or be entitled to exercise any
such rights in respect of stock or to take any such other
lawful action, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after
any such record date fixed as aforesaid.
Section 10. NOTICE OF SHAREHOLDER PROPOSALS. A
proposal for action to be presented by any shareholder at
an annual or special meeting of shareholders shall be out-
of-order and shall not be acted upon at such meeting
unless such proposal was specifically described in the
Company's notice to all shareholders of the meeting and
the matters to be acted upon thereat or unless such
proposal shall have been submitted in writing to the
Chairman of the Board of Directors of the Company and
received at the principal executive offices of the
Company at least sixty (60) days prior to the date of
such annual or special meeting, by the shareholder who
intends to present such proposal, and such proposal is,
under law, an appropriate subject of shareholder action.
ARTICLE II
DIRECTORS:
Section 1. NUMBER AND TERM AND CLASSES OF
DIRECTORS. The whole Board of Directors shall consist of
not less than ten (10) nor more than twenty (20) members,
the exact number to be set from time to time by the Board
of Directors. No decrease in the number of directors
shall shorten the term of any incumbent director. In
absence of the Board of Directors setting the number of
directors, the number shall be 20. The Board of
Directors shall be divided into three classes of as
nearly equal size as practicable. The term of office of
the members of each class shall expire at the third
annual meeting of shareholders following the election of
such members, and at each annual meeting of shareholders,
directors shall be chosen for a term of three years to
succeed those whose terms expire; provided, whenever
classes are or, after the next annual meeting of
shareholders, will be uneven, the shareholders, for the
sole purpose of making the number of members in such
class as equal as practicable, may elect one or more
members of such class for less than 3 years.
Section 2. REGULAR MEETINGS. Regular meetings of
the Board of Directors shall be held at such times as
the Board of Directors may determine from time to time.
Section 3. SPECIAL MEETINGS. Special meetings of
the Board of Directors may be called by the Chairman of
the Board of Directors, the Secretary or by a majority of
the directors by written request to the Secretary.
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Section 4. NOTICE OF MEETINGS. The Secretary shall
give notice of all meetings of the Board of Directors by
mailing the notice at least three days before each
meeting or by telegraphing or telephoning the directors
not later than one day before the meeting. The notice
shall state the time, date and place of the meeting,
which shall be determined by the Chairman of the Board of
Directors, or, in absence of the Chairman, by the
Secretary of the Company, unless otherwise determined by
the Board of Directors.
Section 5. QUORUM AND VOTING. A majority of the
directors holding office shall constitute a quorum for
the transaction of business. Except as otherwise
specifically required by Delaware law or by the
Certificate of Incorporation of the Company or by these
By-Laws, any action required to be taken shall be
authorized by a majority of the directors present at any
meeting at which a quorum is present.
Section 6. GENERAL POWERS OF DIRECTORS. The
business and affairs of the Company shall be managed
under the direction of the Board of Directors.
Section 7. CHAIRMAN. At all meetings of the Board
of Directors, the Chairman of the Board of Directors
shall preside and in the absence of, or in the case of a
vacancy in the office of, the Chairman of the Board of
Directors, a chairman selected by the Chairman of the
Board of Directors or, if he fails to do so, by the
directors, shall preside.
Section 8. COMPENSATION OF DIRECTORS. Directors
and members of any committee of the Board of Directors
shall be entitled to such reasonable compensation and
fees for their services as shall be fixed from time to
time by resolution of the Board of Directors and shall
also be entitled to reimbursement for any reasonable
expenses incurred in attending meetings of the Board of
Directors and any committee thereof, except that a
Director who is an officer or employee of the Company
shall receive no compensation or fees for serving as a
Director or a committee member.
Section 9. QUALIFICATION OF DIRECTORS. Each person
who shall attain the age of 71 shall not thereafter be
eligible for nomination or renomination as a member of
the Board of Directors.
Any director who was elected or reelected because
he or she was an officer of the Company at the time of
that election or the most recent reelection shall resign
as a member of the Board of Directors simultaneously
when he or she ceases to be an officer of the Company.
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ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS:
Section 1. COMMITTEES OF THE BOARD OF DIRECTORS.
The Board of Directors shall designate an Executive
Committee, a Finance Committee, an Audit Committee, a
Compensation Committee, a Committee on Directors and a
Public Issues Review Committee, each of which shall have
and may exercise the powers and authority of the Board of
Directors to the extent hereinafter provided. The Board
of Directors may designate one or more additional
committees of the Board of Directors with such powers as
shall be specified in the resolution of the Board of
Directors. Each committee shall consist of such number
of directors as shall be determined from time to time by
resolution of the Board of Directors.
Each committee shall keep regular minutes of its
meetings. All action taken by a committee shall be
reported to the Board of Directors at its meeting next
succeeding such action and shall be subject to approval
and revision by the Board, provided that no legal rights
of third parties shall be affected by such revisions.
The Chairman of the Board shall have the power and
authority of a committee of the Board of Directors for
purposes of taking any action which the Chairman of the
Board is authorized to take under the provisions of this
Article.
Section 2. ELECTION OF COMMITTEE MEMBERS. The
members of each committee shall be elected by the Board
of Directors and shall serve until the first meeting of
the Board of Directors after the annual meeting of
shareholders and until their successors are elected and
qualified or until the members' earlier resignation or
removal. The Board of Directors may designate the
Chairman and Vice Chairman of each committee. Vacancies
may be filled by the Board of Directors at any meeting.
The Chairman of the Board may designate one or more
directors to serve as an alternate member or members at
any committee meeting to replace any absent or
disqualified member, such alternate or alternates to
serve for that committee meeting only, and the Chairman
of the Board may designate a committee member as acting
chairman of that committee, in the absence of the elected
committee chairman, to serve for that committee meeting
only.
Section 3. PROCEDURE/QUORUM/NOTICE. The
Committee Chairman, Vice Chairman or a majority
of any committee may call a meeting of that
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committee. A quorum of any committee shall consist of a
majority of its members unless otherwise provided by
resolution of the Board of Directors. The majority vote
of a quorum shall be required for the transaction of
business. The secretary of the committee or the chairman
of the committee shall give notice of all meetings of the
committee by mailing the notice to the members of the
committee at least three days before each meeting or by
telegraphing or telephoning the members not later than
one day before the meeting. The notice shall state the
time, date and place of the meeting. Each committee
shall fix its other rules of procedure.
Section 4. EXECUTIVE COMMITTEE. During the
interval between meetings of the Board of Directors, the
Executive Committee shall have and may exercise the
powers of the Board of Directors, to act upon any matters
which, in the opinion of the Chairman of the Board,
should not be postponed until the next previously
scheduled meeting of the Board of Directors; but, to the
extent prohibited by law, shall not have the power or
authority of the Board of Directors in reference to
(1) approving or adopting, or recommending to the
shareholders, any action or matter expressly required by
the Delaware General Corporation Law to be submitted to
shareholders for approval or (2) adopting, amending or
repealing any By-Law of the Company.
Section 5. FINANCE COMMITTEE. The Finance
Committee shall periodically formulate and recommend for
approval to the Board of Directors the financial policies
of the Company, including management of the financial
affairs of the Company and its accounting policies. The
Finance Committee shall have prepared for approval by the
Board of Directors annual budgets and such financial
estimates as it deems proper; shall have oversight of the
budget and of all the financial operations of the Company
and from time to time shall report to the Board of
Directors on the financial condition of the Company. All
capital expenditures of the Company shall be reviewed by
the Finance Committee and recommended for approval to the
Board of Directors. The Finance Committee may authorize
another committee of the Board of Directors or one or
more of the officers of the Company to approve
borrowings, loans, capital expenditures and guarantees up
to such specified amounts or upon such conditions as the
Finance Committee may establish, subject to the approval
of the Board of Directors; and to open bank accounts and
designate those persons authorized to execute checks,
notes, drafts and other orders for payment of money on
behalf of the Company.
Section 6. AUDIT COMMITTEE. The Audit Committee
shall have the power to recommend to the Board of
Directors the selection and engagement of independent
accountants to audit the books and accounts of the Company
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and the discharge of the independent accountants. The
Audit Committee shall review the scope of the audits as
recommended by the independent accountants, the scope of
the internal auditing procedures of the Company and the
system of internal accounting controls and shall review
the reports to the Audit Committee of the independent
accountants and the internal auditors.
Section 7. COMPENSATION COMMITTEE. The
Compensation Committee shall have the powers and
authorities vested in it by the incentive, stock option
and similar plans of the Company. The Compensation
Committee shall have the power to approve, disapprove,
modify or amend all plans designed and intended to
provide compensation primarily for officers of the
Company. There may be one or more subcommittees of the
Compensation Committee which shall have all of the power
and authority of the Compensation Committee to act on
those matters as to which there is any question
concerning the propriety of action by the Compensation
Committee in the specific case because of any law, rule
or regulation relating to the status of its members. The
members of each such subcommittee shall be designated by
the Board of Directors, the Compensation Committee or by
the Chairman of the Board and may include directors who
are not members of the Compensation Committee.
Section 8. COMMITTEE ON DIRECTORS. The Committee
on Directors shall have the power to recommend candidates
for election to the Board of Directors and shall consider
nominees for directorships submitted by shareholders.
The Committee on Directors shall consider issues
involving potential conflicts of interest of directors
and committee members and recommend and review all
matters relating to fees and retainers paid to directors,
committee members and committee chairmen.
Section 9. PUBLIC ISSUES REVIEW COMMITTEE. The
Public Issues Review Committee shall have the power to
review Company policy and practice relating to
significant public issues of concern to the shareholders,
the Company, the business community and the general
public. The Committee may also review management's
position on shareholder proposals involving issues of
public interest to be presented at annual or special
meetings of shareholders.
ARTICLE IV
NOTICE AND WAIVER OF NOTICE:
Section 1. NOTICE. Any notice required to be
given to shareholders or directors under these By-Laws,
the Certificate of Incorporation or by law may
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be given by mailing the same, addressed to the person
entitled thereto, at such person's last known post office
address and such notice shall be deemed to be given at
the time of such mailing.
Section 2. WAIVER OF NOTICE. Whenever any notice
is required to be given under these By-Laws, the
Certificate of Incorporation or by law, a waiver thereof,
signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the
express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of any
regular or special meeting of the shareholders, directors
or a committee of directors need be specified in any
written waiver of notice.
ARTICLE V
OFFICERS:
Section 1. OFFICERS OF THE COMPANY. The officers
of the Company shall be selected by the Board of
Directors and shall be a Chairman of the Board of
Directors, one or more Vice Presidents, a Secretary and a
Treasurer. The Board of Directors may elect a Vice
Chairman, President and a Controller and one or more of
the following: Senior Executive Vice President,
Executive Vice President, Senior Vice President,
Assistant Vice President, Assistant Secretary, Associate
Treasurer, Assistant Treasurer, Associate Controller and
Assistant Controller. Two or more offices may be held by
the same person.
The Company may have a General Counsel who shall be
appointed by the Board of Directors and shall have
general supervision of all matters of a legal nature
concerning the Company, unless the Board of Directors has
also appointed a General Tax Counsel, in which event the
General Tax Counsel shall have general supervision of all
tax matters of a legal nature concerning the Company.
The Company may have a Chief Financial Officer who
shall be appointed by the Board of Directors and shall
have general supervision over the financial affairs of
the Company. The Company may also have a Chief of
Internal Audits who shall be appointed by the Board of
Directors.
Section 2. ELECTION OF OFFICERS. At the first
meeting of the Board of Directors after each annual
meeting of shareholders, the Board of Directors
Page 8
<PAGE>
<PAGE>
shall elect the officers. From time to time the Board of
Directors may elect other officers.
Section 3. TENURE OF OFFICE; REMOVAL. Each officer
shall hold office until the first meeting of the Board of
Directors after the annual meeting of shareholders
following the officer's election and until the officer's
successor is elected and qualified or until the officer's
earlier resignation or removal. Each officer shall be
subject to removal at any time, with or without cause, by
the affirmative vote of a majority of the entire Board of
Directors.
Section 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The
Chairman of the Board of Directors shall be the Chief
Executive Officer of the Company and subject to the
overall direction and supervision of the Board of
Directors and Committees thereof shall be in general
charge of the affairs of the Company; and shall consult
and advise with the Board of Directors and committees
thereof on the business and the affairs of the Company.
The Chairman of the Board of Directors shall have the
power to make and execute contracts on behalf of the
Company and to delegate such power to others.
Section 5. PRESIDENT. The Board of Directors may
select a President who shall have such powers and perform
such duties as may be assigned by the Board of Directors
or by the Chairman of the Board of Directors. In the
absence or disability of the President his or her duties
shall be performed by such Vice Presidents as the
Chairman of the Board of Directors or the Board of
Directors may designate. The President shall also have
the power to make and execute contracts on the Company's
behalf and to delegate such power to others.
Section 6. VICE PRESIDENTS. Each Senior Executive
Vice President, Executive Vice President, Senior Vice
President and Vice President shall have such powers and
perform such duties as may be assigned to the Officer by
the Board of Directors or by the Chairman of the Board of
Directors or the President.
Section 7. SECRETARY. The Secretary shall keep
minutes of all meetings of the shareholders and of the
Board of Directors, and shall keep, or cause to be kept,
minutes of all meetings of Committees of the Board of
Directors, except where such responsibility is otherwise
fixed by the Board of Directors. The Secretary shall
issue all notices for meetings of the shareholders and
Board of Directors and shall have charge of and keep
the seal of the Company and shall affix the seal attested
by the Secretary's signature to such instruments as
may properly require same. The Secretary shall cause
to be kept such books and records as the Board of
Directors, the Chairman of the Board of Directors
Page 9
<PAGE>
<PAGE>
or the President may require; and shall cause to be
prepared, recorded, transferred, issued, sealed and
cancelled certificates of stock as required by the
transactions of the Company and its shareholders. The
Secretary shall attend to such correspondence and such
other duties as may be incident to the office of the
Secretary or assigned by the Board of Directors, the
Chairman of the Board of Directors, or the President.
In the absence of the Secretary, an Assistant
Secretary is authorized to assume the duties herein
imposed upon the Secretary.
Section 8. TREASURER. The Treasurer shall perform
all duties and acts incident to the position of
Treasurer, shall have custody of the Company funds and
securities, and shall deposit all money and other
valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the
funds of the Company as may be authorized, taking proper
vouchers for such disbursements, and shall render to the
Board of Directors, whenever required, an account of all
the transactions of the Treasurer and of the financial
condition of the Company. The Treasurer shall vote all
of the stock owned by the Company in any corporation and
may delegate this power to others. The Treasurer shall
perform such other duties as may be assigned to the
Treasurer and shall report to the Chief Financial Officer
or, in the absence of the Chief Financial Officer, to the
Chairman of the Board of Directors.
In the absence of the Treasurer, an Assistant
Treasurer is authorized to assume the duties herein
imposed upon the Treasurer.
Section 9. CONTROLLER. The Board of Directors may
select a Controller who shall keep or cause to be kept in
the books of the Company provided for that purpose a true
account of all transactions and of the assets and liabili
ties of the Company. The Controller shall prepare and
submit to the Chief Financial Officer or, in the absence
of the Chief Financial Officer to the Chairman of the
Board of Directors, such financial statements and
schedules as may be required to keep the Chief Financial
Officer and the Chairman of the Board of Directors
currently informed of the operations and financial
condition of the Company, and perform such other duties
as may be assigned by the Chief Financial Officer or the
Chairman of the Board.
In the absence of the Controller, an Assistant
Controller is authorized to assume the duties herein
imposed upon the Controller.
Section 10. CHIEF OF INTERNAL AUDITS. The
Board of Directors may select a Chief of Internal
Audits, who shall cause to be performed, and have
Page 10
<PAGE>
<PAGE>
general supervision over, auditing activities of the
financial transactions of the Company, including the
coordination of such auditing activities with the
independent accountants of the Company and who shall
perform such other duties as may be assigned to him from
time to time. The Chief of Internal Audits shall report
to the Chief Financial Officer or, in the absence of the
Chief Financial Officer, to the Chairman of the Board of
Directors. From time to time at the request of the Audit
Committee, the Chief of Internal Audits shall inform that
Committee of the auditing activities of the Company.
Section 11. ASSISTANT VICE PRESIDENTS. The Company
may have assistant vice presidents who shall be appointed
by a committee whose membership shall include one or more
executive officers of the Company (the "Committee").
Each such assistant vice president shall have such powers
and shall perform such duties as may be assigned from
time to time by the Committee, the Chairman of the Board
of Directors, the President or any Vice President, and
which are not inconsistent with the powers and duties
granted and assigned by these By-Laws or the Board of
Directors. Assistant vice presidents appointed by the
Committee shall be subject to removal at any time, with
or without cause, by the Committee. Annually the
Committee shall report to the Board of Directors who it
has appointed to serve as assistant vice presidents and
their respective responsibilities.
ARTICLE VI
RESIGNATIONS: FILLING OF VACANCIES:
Section 1. RESIGNATIONS. Any director, member of a
committee, or officer may resign at any time. Such
resignation shall be made in writing and shall take
effect at the time specified therein, and, if no time be
specified, at the time of its receipt by the Chairman of
the Board of Directors or the Secretary. The acceptance
of a resignation shall not be necessary to make it
effective.
Section 2. FILLING OF VACANCIES. If the office
of any director becomes vacant, the directors in office,
although less than a quorum, or, if the number of
directors is increased, the directors in office, may
elect any qualified person to fill such vacancy. In the
case of a vacancy in the office of a director caused by
an increase in the number of directors, the person so
elected shall hold office until the next annual meeting
of shareholders, or until his successor shall be elected
and qualified. In the case of a vacancy in the office
of a director resulting otherwise than from an increase
in the number of directors, the person so elected to
fill such vacancy shall hold office for the unexpired
Page 11
<PAGE>
<PAGE>
term of the director whose office became vacant. If the
office of any officer becomes vacant, the Chairman of the
Board of Directors may appoint any qualified person to
fill such vacancy temporarily until the Board of
Directors elects any qualified person for the unexpired
portion of the term. Such person shall hold office for
the unexpired term and until the officer's successor
shall be duly elected and qualified or until the
officer's earlier resignation or removal.
ARTICLE VII
INDEMNIFICATION:
Section 1. INDEMNIFICATION OF DIRECTORS AND
OFFICERS; INSURANCE. The Company shall indemnify any
person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by
or in the right of the Company) by reason of the fact
that he is or was a director, officer, employee, or agent
of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or
not opposed to the best interest of the Company, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interest of
the Company, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his
conduct was unlawful.
The Company shall indemnify any person who was
or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by
or in the right of the Company to procure a judgment
in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the Company,
or is or was serving at the request of the Company,
as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably
Page 12
<PAGE>
<PAGE>
believed to be in or not opposed to the best interests of
the Company and except that no indemnification shall be
made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Company unless and only to the extent that the Court of
Chancery or the court in which such action or suit was
brought shall determine upon application that, despite
the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem
proper.
To the extent that a director, officer, employee or
agent of the Company has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in the first two paragraphs of this Section
or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him
in connection therewith.
Any indemnification under the first two paragraphs
of this Section (unless ordered by a court) shall be made
by the Company only as authorized in the specific case
upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances because the applicable standard of conduct
set forth in the first two paragraphs of this Section has
been met. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such
action, suit or proceedings, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the shareholders.
Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as
authorized by this Section.
The indemnification and advancement of expenses
provided by or granted pursuant to this Section shall not
be deemed exclusive of any other rights to which those
indemnified or those who receive advances may be entitled
under any By-Law, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action
in his official capacity and as to action in another
capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Page 13
<PAGE>
<PAGE>
The Company shall have power to purchase and
maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the Company, or
is or was serving at the request of the Company as a
director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of
his status as such, whether or not the Company would have
the power to indemnify him against such liability under
the provisions of this Section.
The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit
of the heirs, executors and administrators of such a
person.
ARTICLE VIII
CAPITAL STOCK:
Section 1. FORM AND EXECUTION OF CERTIFICATES. The
certificates of shares of the capital stock of the
Company shall be in such form as shall be approved by the
Board of Directors. The certificates shall be signed by
the Chairman of the Board of Directors or the President,
or a Vice President, and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer.
Each certificate of stock shall certify the number of
shares owned by the shareholder in the Company.
A facsimile of the seal of the Company may be used
in connection with the certificates of stock of the
Company, and facsimile signatures of the officers named
in this Section may be used in connection with said
certificates. In the event any officer whose facsimile
signature has been placed upon a certificate shall cease
to be such officer before the certificate is issued, the
certificate may be issued with the same effect as if such
person was an officer at the date of issue.
Section 2. RECORD OWNERSHIPS. All certificates
shall be numbered appropriately and the names of the
owners, the number of shares and the date of issue shall
be entered in the books of the Company. The Company
shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable
or other claim to or interest in any share on the part of
any other person, whether or not it shall have express or
other notice thereof, except as required by the laws of
Delaware.
Page 14
<PAGE>
<PAGE>
Section 3. TRANSFER OF SHARES. Upon surrender to
the Company or to a transfer agent of the Company of a
certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment, or authority
to transfer, it shall be the duty of the Company, if it
is satisfied that all provisions of law regarding
transfers of shares have been duly complied with, to
issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction
upon its books.
Section 4. LOST, STOLEN OR DESTROYED STOCK
CERTIFICATES. Any person claiming a stock certificate in
lieu of one lost, stolen or destroyed shall give the
Company an affidavit as to such person's ownership of the
certificate and of the facts which go to prove that it
was lost, stolen or destroyed. The person shall also, if
required by the Board of Directors, give the Company a
bond, sufficient to indemnify the Company against any
claims that may be made against it on account of the
alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate. Any
Vice President or the Secretary or any Assistant
Secretary of the Company is authorized to issue such
duplicate certificates or to authorize any of the
transfer agents and registrars to issue and register such
duplicate certificates.
Section 5. REGULATIONS. The Board of Directors
from time to time may make such rules and regulations as
it may deem expedient concerning the issue, transfer and
registration of shares.
Section 6. TRANSFER AGENT AND REGISTRAR. The Board
of Directors may appoint such transfer agents and
registrars of transfers as may be deemed necessary, and
may require all stock certificates to bear the signature
of either or both.
ARTICLE IX
SEAL:
Section 1. SEAL. The Board of Directors shall
provide a suitable seal containing the name of the
Company, the year of its creation, and the words,
"CORPORATE SEAL, DELAWARE," or other appropriate words.
The Secretary shall have custody of the seal.
Page 15
<PAGE>
<PAGE>
ARTICLE X
FISCAL YEAR:
Section 1. FISCAL YEAR. The fiscal year of the
Company shall be the calendar year.
ARTICLE XI
AMENDMENTS:
Section 1. DIRECTORS MAY AMEND BY-LAWS. The Board
of Directors shall have the power to make, amend and
repeal the By-Laws of the Company at any regular or
special meeting of the Board of Directors.
Section 2. BY-LAWS SUBJECT TO AMENDMENT BY
SHAREHOLDERS. All By-Laws shall be subject to amendment,
alteration, or repeal by the shareholders entitled to
vote at any annual meeting or at any special meeting.
ARTICLE XII
EMERGENCY BY-LAWS:
Section 1. EMERGENCY BY-LAWS. This Article XII
shall be operative during any emergency resulting from an
attack on the United States or on a locality in which the
Company conducts its business or customarily holds
meetings of its Board of Directors or its stockholders,
or during any nuclear or atomic disaster or during the
existence of any catastrophe or other similar emergency
condition, as a result of which a quorum of the Board of
Directors or the Executive Committee thereof cannot be
readily convened (an "emergency"), notwithstanding any
different or conflicting provision in the preceding
Articles of these By-Laws or in the Certificate of
Incorporation of the Company. To the extent not
inconsistent with the provisions of this Article, the By-
Laws provided in the preceding Articles and the
provisions of the Certificate of Incorporation of the
Company shall remain in effect during such emergency, and
upon termination of such emergency, the provisions of
this Article XII shall cease to be operative.
Section 2. MEETINGS. During any emergency, a
meeting of the Board of Directors, or any committee thereof,
may be called by any officer or director of the Company.
Notice of the time and place of the meeting shall be given
by any available means of communication by the person calling
the meeting to such of the directors and/or Designated
Officers, as defined in Section 3 hereof, as it may be
feasible to reach. Such notice shall be given at such time
Page 16
<PAGE>
<PAGE>
in advance of the meeting as, in the judgment of the
person calling the meeting, circumstances permit.
Section 3. QUORUM. At any meeting of the Board of
Directors, or any committee thereof, called in accordance
with Section 2 of this Article XII, the presence or
participation of two directors, one director and a
Designated Officer or two Designated Officers shall
constitute a quorum for the transaction of business.
The Board of Directors or the committees thereof, as
the case may be, shall, from time to time but in any
event prior to such time or times as an emergency may
have occurred, designate the officers of the Company in a
numbered list (the "Designated Officers") who shall be
deemed, in the order in which they appear on such list,
directors of the Company for purposes of obtaining a
quorum during an emergency, if a quorum of directors
cannot otherwise be obtained.
Section 4. BY-LAWS. At any meeting called in
accordance with Section 2 of this Article XII, the Board
of Directors or the committees thereof, as the case may
be, may modify, amend or add to the provisions of this
Article XII so as to make any provision that may be
practical or necessary for the circumstances of the
emergency.
Section 5. LIABILITY. No officer, director or
employee of the Company acting in accordance with the
provisions of this Article XII shall be liable except for
willful misconduct.
Section 6. REPEAL OR CHANGE. The provisions of
this Article XII shall be subject to repeal or change by
further action of the Board of Directors or by action of
the shareholders, but no such repeal or change shall
modify the provisions of Section 5 of this Article XII
with regard to action taken prior to the time of such
repeal or change.
Page 17
EXHIBIT 12
THE COCA-COLA COMPANY AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(In millions except ratios)
<TABLE>
<CAPTION>
Nine Months
Ended Year Ended December 31,
September 30, -----------------------------------------------
1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS:
Income before income
taxes and changes in
accounting principles $3,492 $4,328 $3,728 $3,185 $2,746 $2,383
Fixed charges 243 318 236 213 207 222
Adjustments:
Capitalized
interest, net (4) (9) (5) (16) (10) (8)
Equity income,
net of dividends (69) (25) (4) (35) (30) (16)
------- ------- ------- ------- ------- -------
Adjusted earnings $3,662 $4,612 $3,955 $3,347 $2,913 $2,581
======= ======= ======= ======= ======= =======
FIXED CHARGES:
Gross interest
incurred $ 214 $ 281 $ 204 $ 184 $ 181 $ 200
------- ------- ------- ------- ------- -------
Interest portion of
rent expense 29 37 32 29 26 22
Total fixed charges $ 243 $ 318 $ 236 $ 213 $ 207 $ 222
======= ======= ======= ======= ======= =======
Ratios of earnings
to fixed charges 15.1 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 $183 million at
September 30, 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 SEPTEMBER 30, 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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,166
<SECURITIES> 147
<RECEIVABLES> 1,541
<ALLOWANCES> 30
<INVENTORY> 1,075
<CURRENT-ASSETS> 6,360
<PP&E> 5,723
<DEPRECIATION> 2,132
<TOTAL-ASSETS> 15,874
<CURRENT-LIABILITIES> 7,128
<BONDS> 1,136
0
0
<COMMON> 857
<OTHER-SE> 5,378
<TOTAL-LIABILITY-AND-EQUITY> 15,874
<SALES> 14,103
<TOTAL-REVENUES> 14,103
<CGS> 5,250
<TOTAL-COSTS> 5,250
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 210
<INCOME-PRETAX> 3,492
<INCOME-TAX> 762
<INCOME-CONTINUING> 2,730
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,730
<EPS-PRIMARY> 1.09
<EPS-DILUTED> 0
</TABLE>
