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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, 1997
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.
Outstanding at close of business
Class of Common Stock on April 25, 1997
--------------------- --------------------------------
$.25 Par Value 2,479,028,028 Shares
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<PAGE>
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THE COCA-COLA COMPANY AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements (Unaudited) Page Number
Condensed Consolidated Balance Sheets
March 31, 1997 and December 31, 1996 3
Condensed Consolidated Statements of Income
Three months ended March 31, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 1997 and 1996 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 1. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 16
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,
1997 1996
----------- -----------
<S> <C> <C>
CURRENT
Cash and cash equivalents $ 1,935 $ 1,433
Marketable securities 302 225
----------- -----------
2,237 1,658
Trade accounts receivable, less
allowances of $28 at March 31
and $30 at December 31 1,697 1,641
Inventories 1,051 952
Prepaid expenses and other assets 1,355 1,659
----------- -----------
TOTAL CURRENT ASSETS 6,340 5,910
----------- -----------
INVESTMENTS AND OTHER ASSETS
Equity method investments
Coca-Cola Enterprises Inc. 244 547
Coca-Cola Amatil Limited 862 881
Other, principally bottling companies 1,792 2,004
Cost method investments,
principally bottling companies 930 737
Marketable securities and other assets 1,754 1,779
----------- -----------
5,582 5,948
----------- -----------
PROPERTY, PLANT AND EQUIPMENT
Land 189 204
Buildings and improvements 1,580 1,528
Machinery and equipment 3,720 3,649
Containers 200 200
----------- -----------
5,689 5,581
Less allowances for depreciation 2,070 2,031
----------- -----------
3,619 3,550
----------- -----------
GOODWILL AND OTHER INTANGIBLE ASSETS 818 753
----------- -----------
$ 16,359 $ 16,161
=========== ===========
</TABLE>
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THE COCA-COLA COMPANY AND SUBSIDIARIES
LIABILITIES AND SHARE-OWNERS' EQUITY
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
----------- -----------
<S> <C> <C>
CURRENT
Accounts payable and accrued expenses $ 3,104 $ 2,972
Loans and notes payable 2,680 3,388
Current maturities of long-term debt 159 9
Accrued income taxes 1,367 1,037
----------- -----------
TOTAL CURRENT LIABILITIES 7,310 7,406
----------- -----------
LONG-TERM DEBT 949 1,116
----------- -----------
OTHER LIABILITIES 1,300 1,182
----------- -----------
DEFERRED INCOME TAXES 219 301
----------- -----------
SHARE-OWNERS' EQUITY
Common stock, $.25 par value -
Authorized: 5,600,000,000 shares
Issued: 3,435,129,924 shares at March 31;
3,432,956,518 shares at December 31 859 858
Capital surplus 1,099 1,058
Reinvested earnings 15,764 15,127
Unearned compensation related to
outstanding restricted stock (58) (61)
Foreign currency translation adjustment (783) (662)
Unrealized gain on securities
available for sale 238 156
----------- -----------
17,119 16,476
Less treasury stock, at cost
(955,722,283 shares at March 31;
951,963,574 shares at December 31) 10,538 10,320
----------- -----------
6,581 6,156
----------- -----------
$ 16,359 $ 16,161
=========== ===========
<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
March 31,
-----------------------
1997 1996
----------- -----------
<S> <C> <C>
NET OPERATING REVENUES $ 4,138 $ 4,224
Cost of goods sold 1,295 1,530
----------- -----------
GROSS PROFIT 2,843 2,694
Selling, administrative and general expenses 1,701 1,661
----------- -----------
OPERATING INCOME 1,142 1,033
Interest income 49 54
Interest expense 68 72
Equity income (loss) (28) (7)
Other income - net 336 25
----------- -----------
INCOME BEFORE INCOME TAXES 1,431 1,033
Income taxes 444 320
----------- -----------
NET INCOME $ 987 $ 713
=========== ===========
NET INCOME PER SHARE $ .40 $ .28
=========== ===========
DIVIDENDS PER SHARE $ .14 $ .125
=========== ===========
AVERAGE SHARES OUTSTANDING 2,480 2,503
=========== ===========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements.
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THE COCA-COLA COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------
1997 1996
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 987 $ 713
Depreciation and amortization 138 112
Deferred income taxes (163) (34)
Equity (income) loss, net of
dividends received 29 9
Foreign currency adjustments 41 (14)
Other items (359) (7)
Net change in operating assets and liabilities 231 (88)
----------- -----------
Net cash provided by operating activities 904 691
----------- -----------
INVESTING ACTIVITIES
Acquisitions and investments,
principally bottling companies (101) (98)
Purchases of investments and other assets (181) (72)
Proceeds from disposals of investments
and other assets 1,052 99
Purchases of property, plant and equipment (209) (145)
Proceeds from disposals of property, plant
and equipment 15 16
Other investing activities (24) (34)
----------- -----------
Net cash provided by (used in)
investing activities 552 (234)
----------- -----------
Net cash provided by operations after
reinvestment 1,456 457
----------- -----------
FINANCING ACTIVITIES
Issuances of debt 37 512
Payments of debt (725) (254)
Issuances of stock 35 32
Purchases of stock for treasury (218) (306)
----------- -----------
Net cash used in financing activities (871) (16)
----------- -----------
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS (83) (26)
----------- -----------
CASH AND CASH EQUIVALENTS
Net increase during the period 502 415
Balance at beginning of period 1,433 1,167
----------- -----------
Balance at end of period $ 1,935 $ 1,582
=========== ===========
INTEREST PAID $ 69 $ 78
=========== ===========
INCOME TAXES PAID $ 162 $ 238
=========== ===========
<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, 1996. 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, 1997, are not necessarily
indicative of the results that may be expected for the year ending
December 31, 1997.
Certain amounts in the prior period financial statements have been
reclassified to conform to the current period presentation.
NOTE B - SEASONAL NATURE OF BUSINESS
Unit sales of the Company's soft drink and noncarbonated beverage
products are generally greater in the second and third quarters due
to seasonal factors.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE C - SUMMARIZED INCOME STATEMENT DATA OF COCA-COLA ENTERPRISES INC.
At March 31, 1997 and 1996, the Company owned approximately 45 percent
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):
Three Months Ended
March 31, March 31,
1997 1996
----------- -----------
Net operating revenues $ 2,141 $ 1,600
Gross profit $ 800 $ 630
Net income (loss) $ (33) $ 7
Net income (loss) available
to common share owners $ (35) $ 5
First quarter 1997 results for Coca-Cola Enterprises include operating
results for the full quarter from the following 1996 acquisitions: Ouachita
Coca-Cola Bottling Company, Inc., Coca-Cola Beverages S.A., Coca-Cola
Production S.A., S.A. Beverages Sales Holdings N.V., Coca-Cola Bottling
Company West, Inc. and Grand Forks Coca-Cola Bottling Co. The 1997 period
results also include the operating results of Coca-Cola & Schweppes
Beverages Ltd. for the month of March 1997.
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.
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<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE D - SHARE REPURCHASE PROGRAM
Under its share repurchase program, the Company purchased approximately
4 million shares of its common stock during the first quarter of 1997.
NOTE E - BOTTLING TRANSACTION
On February 10, 1997, the Company sold its 49 percent interest in
Coca-Cola & Schweppes Beverages Ltd. to Coca-Cola Enterprises. This
transaction resulted in gross proceeds of approximately $1 billion and
an after-tax gain of approximately $.08 per share.
On May 12, 1997, the Company sold its 50 percent interest in its
Venezuelan bottler, Embotelladora Coca-Cola y Hit de Venezuela, S.A., to
Panamerican Beverages, Inc. ("Panamco") for additional shares of Panamco
stock. As a result, the Company increased its economic interest in
Panamco from 13.0 percent to 22.6 percent.
NOTE F - ACCOUNTING PRONOUNCEMENTS
In February, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings Per Share,"
which is required to be adopted on December 31, 1997. In addition to the
Company's current presentation of net income per share, this Statement
will require the Company to present diluted net income per share, which
includes the dilutive effect of stock options. However, the Company
does not believe the additional disclosure of diluted net income per
share will materially impact the financial statements.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
VOLUME
BEVERAGES (UNIT CASE VOLUME EXCLUDES THE MINUTE MAID COMPANY): Worldwide
unit case volume increased 9 percent and gallon shipments of concentrates
and syrups grew 7 percent in the first quarter of 1997 when compared to the
first quarter of 1996.
Unit case volume in the Company's North America Group increased more than
8 percent in the first quarter, including an increase of 9 percent, on a
comparable days basis, in the United States. The continuing strong unit
case volume gains in the United States resulted primarily from increases
in the Company's core brands. North American gallon shipments of
concentrates and syrups increased 2 percent for the first quarter.
In the Latin America Group, unit case volume grew 9 percent in the first
quarter, including gains of 15 percent in Chile, 8 percent in Argentina
and 7 percent in Mexico. Unit case volume declined 1 percent in Brazil
due primarily to reduced consumer purchasing power. Gallon shipments in
the Latin America Group were even in the first quarter of 1997 with
levels achieved in the first quarter of 1996.
In the Africa Group, first quarter unit case volume grew 10 percent
and gallon shipments increased 25 percent. Unit case volume rose 8 percent
in the Northern Africa Division and increased 11 percent in the Southern
Africa Division, led by strong growth in South Africa.
Unit case volume in the Middle and Far East Group grew 8 percent in
the first quarter, including gains of 19 percent in China, 6 percent in
Japan and 15 percent in the Middle East Division. Gallon shipments in the
Middle and Far East Group increased 12 percent in the first quarter.
In the Greater Europe Group, first quarter unit case volume increased
11 percent. Unit case volume grew 26 percent in the East Central European
Division, 15 percent in Italy and 18 percent in Spain. Unit case volume in
Germany declined 2 percent due to a difficult economic environment. Gallon
shipments in the Greater Europe Group grew 14 percent in the first quarter.
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<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
THE MINUTE MAID COMPANY: At The Minute Maid Company, unit volume
decreased 7 percent in the first quarter versus the prior year. The volume
decrease was the expected result of a decision to leave the not-from-
concentrate juice category during 1996, coupled with a first quarter price
increase on orange juice products.
NET OPERATING REVENUES AND GROSS MARGIN
Net operating revenues declined 2 percent in the first quarter versus the
prior year, primarily due to the sale in 1996 of previously consolidated
bottling operations in France, Belgium and eastern Germany and a stronger
U.S. dollar, partially offset by increased gallon shipments and price
increases in certain markets.
The Company's gross margin increased to 68.7 percent in the first quarter
of 1997 from 63.8 percent in the first quarter of 1996. The increase in
gross margin for the first quarter of 1997 was primarily due to the sale in
1996 of previously consolidated bottling operations in France, Belgium and
eastern Germany, shifting proportionately more revenues to the higher margin
concentrate business.
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES
Selling expenses were $1,346 million in the first quarter of 1997,
compared to $1,290 million in the first quarter of 1996. The increase was
primarily due to higher marketing expenditures in support of the Company's
volume growth.
Administrative and general expenses were $355 million in the first
quarter of 1997, compared to $371 million in the first quarter of 1996.
The $16 million decrease was due primarily to the sale in 1996 of
previously consolidated bottling operations in France, Belgium and
eastern Germany.
OPERATING INCOME AND OPERATING MARGIN
Operating income for the first quarter of 1997 increased to $1,142 million,
an 11 percent increase over the first quarter of 1996. The operating margin
for the first three months of 1997 increased to 27.6 percent from 24.5 percent
in the comparable period in 1996.
INTEREST INCOME AND INTEREST EXPENSE
Interest income decreased in the first quarter of 1997 relative to the
comparable period in 1996, due primarily to lower average interest rates
on cash equivalents and marketable securities. Interest expense decreased
in the first quarter of 1997 relative to the comparable period in 1996, due
primarily to lower interest rates on borrowings.
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<PAGE>
RESULTS OF OPERATIONS (CONTINUED)
EQUITY INCOME (LOSS)
The increased equity loss in the first quarter of 1997 was due primarily
to the impact of stock compensation expenses at Coca-Cola Enterprises and
lower equity income after the sale of the Company's 49 percent interest in
Coca-Cola & Schweppes Beverages Ltd.
OTHER INCOME - NET
The increase in other income - net in the first quarter of 1997 relative
to the comparable period in 1996 was due primarily to the gain on the sale
of the Company's interest in Coca-Cola & Schweppes Beverages Ltd.
INCOME TAXES
The Company's effective tax rate was 31.0 percent for the first quarter
of 1997 and 1996. 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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FINANCIAL CONDITION
NET CASH FLOW PROVIDED BY OPERATIONS AFTER REINVESTMENT
In the first three months of 1997, net cash flow after reinvestment
totaled $1,456 million, an increase of $999 million over the comparable
period in 1996. Net cash provided by operating activities increased $213
million due to higher net income and a reduced use of cash for operating
assets and liabilities in the first three months of 1997 relative to the
comparable period in 1996, offset by gains on sale of assets included in
the line item "other items." As previously discussed, in the first quarter
of 1997, the Company recorded a gain on the sale of its interest in
Coca-Cola & Schweppes Beverages Ltd.
Net cash provided by investing activities increased $786 million in the
first three months of 1997 as compared to the first three months of 1996.
This net change included a $953 million increase in proceeds from
disposals of investments and other assets, primarily as a result of
the cash proceeds received from the sale of the Company's interest in
Coca-Cola & Schweppes Beverages Ltd., offset by increased purchases of
property, plant and equipment and investments and other assets. The
decrease in the Company's investment in Coca-Cola Enterprises in the
first quarter of 1997 is primarily the result of a deferred gain related
to the sale of the Company's interest in Coca-Cola & Schweppes Beverages
Ltd. The deferred gain resulted from the Company's 45 percent ownership
interest in Coca-Cola Enterprises.
FINANCING
Financing activities primarily represent the Company's net borrowing
activities and share repurchases. Net cash used in financing activities
totaled $871 million and $16 million for the first three months of 1997
and 1996, respectively. Net cash used in financing activities increased
primarily due to a net reduction in borrowings of $688 million in the first
quarter of 1997 compared to a net increase in borrowings of $258 million in
the first quarter of 1996. The reduction in borrowings in the first quarter
of 1997 was funded by proceeds received from the sale of the Company's
interest in Coca-Cola & Schweppes Beverages Ltd. Cash used for share
repurchases in the first quarter of 1997 totaled $218 million, compared to
$306 million in the comparable period in 1996.
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 10 percent stronger
during the first quarter of 1997 versus key currencies for the comparable
period of the prior year.
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<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, 1996, 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 The Seven-Up Company on certain of its claims. The jury awarded
The Seven-Up Company a total of $2.53 million in damages. In December
1994, the federal court entered an order setting aside that damage award
and awarded judgment in favor of the Company notwithstanding the verdict.
The Seven-Up Company appealed that judgment.
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<PAGE>
Part II. Other Information (Continued)
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 The Seven-Up
Company's remaining claims. The Seven-Up Company 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 The
Seven-Up Company.
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 The Seven-Up Company's state claims as barred by the doctrine of
res judicata. On September 12, 1996, The Seven-Up Company filed a motion for
a rehearing of this decision, which was denied by the Texas Court of Appeals
on October 23, 1996. On November 22, 1996, The Seven-Up Company filed an
application for writ of error, which was denied by the Texas Supreme Court
on April 18, 1997. Accordingly, unless further appealed, this case is
concluded.
As reported in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, on January 30, 1997, the Brazilian Federal
Revenue Service issued Notices of Assessment to Recofarma Industrias
do Amazonas Ltda. ("Recofarma"), an indirect wholly owned subsidiary
of the Company, for the period from January 1, 1992 to February 28,
1994. The assessments allege that Recofarma should have paid a
Brazilian excise tax on intra-company transfers of product manufactured
at its Manaus plant to its warehouse in Rio de Janeiro. Assessments of
tax, interest and penalties total approximately $530 million as of the
assessment date and accrue interest from such date. The transfer of
product from the plant to the warehouse, which was discontinued in
February 1994, was the subject of a favorable advance ruling issued
by the Federal Revenue Service on September 24, 1990. In the Company's
opinion, the ruling has continuing effect and Recofarma's operations
conformed with the ruling. On March 3, 1997, Recofarma filed appeals
with the Brazilian Federal Revenue Service contesting the assessments.
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, 1996, 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 (Continued)
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Share Owners was held on Wednesday, April 16,
1997, in Wilmington, Delaware, at which several matters were submitted
to a vote of the share owners:
(a) Votes cast for or withheld regarding the election of five
Directors for a term expiring in 2000 were as follows:
FOR WITHHELD
------------- ----------
Ronald W. Allen 2,173,527,815 20,314,455
Donald F. McHenry 2,173,325,500 20,516,770
Sam Nunn 2,158,894,757 34,947,513
Paul F. Oreffice 2,173,015,080 20,827,190
James B. Williams 2,160,068,935 33,773,335
Additional Directors, whose terms of office as Directors
continued after the meeting, are as follows:
Term expiring in 1998 Term expiring in 1999
--------------------- ---------------------
Herbert A. Allen Cathleen P. Black
Charles W. Duncan, Jr. Warren E. Buffett
Roberto C. Goizueta M. Douglas Ivester
James D. Robinson III Susan B. King
Peter V. Ueberroth
(b) Votes cast for or against and the number of abstentions regarding
each other matter voted upon at the meeting were as follows:
<TABLE>
BROKER
DESCRIPTION OF MATTER FOR AGAINST ABSTAIN NON-VOTES
--------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Ratification of the
appointment of Ernst &
Young LLP as independent
auditors of the Company
to serve for the 1997
fiscal year 2,186,506,061 3,051,048 4,285,161 0
</TABLE>
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<PAGE>
Part II. Other Information (Continued)
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
12 - Computation of Ratios of Earnings to Fixed Charges
27.1 - Restated Financial Data Schedule for the three months
ended March 31, 1996, submitted to the Securities and
Exchange Commission in electronic format
27.2 - Financial Data Schedule for the three months ended
March 31, 1997, 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 13, 1997 By: /s/ Gary P. Fayard
-------------------------------------
Gary P. Fayard
Vice President and Controller
(On behalf of the Registrant and
as Chief Accounting Officer)
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<PAGE>
EXHIBIT INDEX
Exhibit Number and Description
12 - Computation of Ratios of Earnings to Fixed Charges
27.1 - Restated Financial Data Schedule for the three months
ended March 31, 1996, submitted to the Securities and
Exchange Commission in electronic format
27.2 - Financial Data Schedule for the three months ended
March 31, 1997, submitted to the Securities and
Exchange Commission in electronic format
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, ------------------------------------------------
1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
EARNINGS:
Income before income
taxes and changes
in accounting
principles $ 1,431 $ 4,596 $ 4,328 $ 3,728 $ 3,185 $ 2,746
Fixed charges 78 324 318 236 213 207
Adjustments:
Capitalized
interest, net (2) (7) (9) (5) (16) (10)
Equity (income) loss,
net of dividends
received 29 (89) (25) (4) (35) (30)
------- ------- ------- ------- ------- -------
Adjusted earnings $ 1,536 $ 4,824 $ 4,612 $ 3,955 $ 3,347 $ 2,913
======= ======= ======= ======= ======= =======
FIXED CHARGES:
Gross interest
incurred $ 70 $ 293 $ 281 $ 204 $ 184 $ 181
Interest portion
of rent expense 8 31 37 32 29 26
------- ------- ------- ------- ------- -------
Total fixed charges $ 78 $ 324 $ 318 $ 236 $ 213 $ 207
======= ======= ======= ======= ======= =======
Ratios of earnings
to fixed charges 19.7 14.9 14.5 16.8 15.7 14.1
======= ======= ======= ======= ======= =======
<FN>
At March 31, 1997, the Company is contingently liable for guarantees of
indebtedness owed by third parties in the amount of $274 million. 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 RESTATED FINANCIAL DATA 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 FOR THE QUARTER ENDED
MARCH 31, 1997, 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<F1>
<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> 4,224
<TOTAL-REVENUES> 4,224
<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
<FN>
<F1> RESTATEMENT REFLECTED HEREIN IS THE RESULT OF RECLASSIFICATION
TO PRIOR PERIOD'S FINANCIAL STATEMENTS TO CONFORM TO THE CURRENT PERIOD
PRESENTATION.
</FN>
</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, 1997, 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-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,935
<SECURITIES> 302
<RECEIVABLES> 1,725
<ALLOWANCES> 28
<INVENTORY> 1,051
<CURRENT-ASSETS> 6,340
<PP&E> 5,689
<DEPRECIATION> 2,070
<TOTAL-ASSETS> 16,359
<CURRENT-LIABILITIES> 7,310
<BONDS> 949
0
0
<COMMON> 859
<OTHER-SE> 5,722
<TOTAL-LIABILITY-AND-EQUITY> 16,359
<SALES> 4,138
<TOTAL-REVENUES> 4,138
<CGS> 1,295
<TOTAL-COSTS> 1,295
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 68
<INCOME-PRETAX> 1,431
<INCOME-TAX> 444
<INCOME-CONTINUING> 987
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 987
<EPS-PRIMARY> 0.40
<EPS-DILUTED> 0
</TABLE>
