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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 001-02217
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
(Full title of the plan)
THE COCA-COLA COMPANY
(Name of issuer of the securities held pursuant to the plan)
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Address of the plan and address of issuer's principal executive offices)
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CARIBBEAN REFRESCOS, INC.
THRIFT PLAN
Financial Statements
For the Years Ended
December 31, 1999 and 1998
Together With Independent Auditors' Report
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CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Financial Statements and Schedules
For the Years Ended December 31, 1999 and 1998
Table of Contents
Page
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Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
Schedule of Assets Held for Investment Purposes at End of Year 9
Schedule of Reportable Transactions 10
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To the Thrift Plan Committee of
Caribbean Refrescos, Inc.
Caribbean Refrescos, Inc.
Cidra, Puerto Rico
Independent Auditors' Report
We have audited the accompanying statements of net assets available for
benefits of the Caribbean Refrescos, Inc. Thrift Plan (the "Plan") as of
December 31, 1999 and 1998 and the related statement of changes in net
assets available for benefits for the year ended December 31, 1999. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the
Caribbean Refrescos, Inc. Thrift Plan as of December 31, 1999 and 1998 and
the changes in net assets available for benefits for the year ended
December 31, 1999, in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes at end of year and reportable transactions are
presented for purposes of additional analysis and are not a required part of
the basic financial statements but are supplemental information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, are fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ BANKS, FINLEY, WHITE & CO.
June 26, 2000
1
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CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
1999 1998
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ASSETS
Cash $ 101,409 $ -
Investments (Note 3) 33,405,135 37,924,445
Contributions receivable:
Employer 5,223 -
Participants 16,577 -
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Total contributions receivable 21,800 -
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Due from broker for securities purchased - 3,795
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Total assets 33,528,344 37,928,240
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LIABILITIES
Due to broker for securities purchased 97,936 133,435
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NET ASSETS AVAILABLE FOR BENEFITS $33,430,408 $37,794,805
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The accompanying notes are an integral part of the financial statements.
2
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CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 1999
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividend income $ 323,681
Interest income 85,198
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Total investment income 408,879
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Contributions:
Employer 524,747
Participants 1,633,812
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Total contributions 2,158,559
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Total additions 2,567,438
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DEDUCTIONS TO NET ASSETS ATTRIBUTED TO:
Net depreciation in fair value of
investments (Note 3) 4,310,731
Distributions to Participants 2,621,104
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Total deductions 6,931,835
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Net decrease in net assets
available for benefits (4,364,397)
Net assets available for
benefits, beginning of year 37,794,805
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NETS ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $33,430,408
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The accompanying notes are an integral part of the financial statements.
3
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CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
NOTE 1 - DESCRIPTION OF PLAN
The Caribbean Refrescos, Inc. Thrift Plan (the "Plan") is a defined contribution
pension plan covering a majority of the employees of Caribbean Refrescos, Inc.
(the "Company"), a wholly-owned subsidiary of The Coca-Cola Company. The
election to contribute to the Plan by employees ("Participants") is voluntary.
Participant contributions are in the form of payroll deductions with the Company
currently contributing an amount equal to 100% of the first 3% of compensation
contributed by a Participant subject to certain limitations specified by the
Employee Retirement Income Security Act of 1974 (ERISA) and the Puerto Rico
Income Tax Act of 1954, as amended.
Eligible employees can participate in the Plan after reaching age 18 and
completing three months of service. Participants may contribute to the Plan
with "Before Tax" dollars or "After Tax" dollars. "Before Tax" contributions
are not subject to current federal income taxes. Participants may contribute
up to 13% (10% on a "Before Tax" basis) of their annual compensation to the
Plan. For 1999, the maximum "Before Tax" annual contribution amount was
$8,000.
All employer contributions are invested in common stock of The Coca-Cola Company
and are immediately vested to the Participants.
Participants may borrow, subject to certain limitations, from their account
balances. These loans may be taken from both "Before Tax" and "After Tax"
account balances.
Prior to November 1, 1999, Participants could direct their contributions into
any of the following four investment funds:
COMPANY STOCK FUND - Common stock of The Coca-Cola Company with some moderate
cash and/or cash equivalent holdings for liquidity purposes.
STABLE INCOME FUND - A common/collective trust fund whose objectives are to
maximize current yield while preserving the invested principal over the
long term.
BALANCED FUND - A common/collective trust fund containing a diversified
portfolio of common stocks and bonds.
S&P 500 INDEX FUND - A common/collective trust fund containing a diversified
portfolio of stocks listed on Standard and Poor's 500 Composite Stock Price
Index. The fund is designed to replicate the total return of the S&P 500
Index.
4
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Notes to Financial Statements, Continued
NOTE 1 - DESCRIPTION OF PLAN, CONTINUED
Effective November 1, 1999, the Plan's trustee and recordkeeper were changed.
Coincident with this change, the Plan's investment funds became the following:
COMPANY STOCK FUND - Common stock of The Coca-Cola Company with some
moderate cash and/or cash equivalent holdings for liquidity purposes.
INVESCO CASH RESERVES FUND - A mutual fund investing in commercial paper,
primarily short-term obligations. This fund replaced the Stable Income
Fund. All investments in the Stable Income Fund were transferred to the
INVESCO Cash Reserves Fund.
INVESCO BALANCED FUND - A mutual fund containing a diversified portfolio
of stocks and bonds. This fund replaced the Balanced Fund. All investments
in the Balanced Fund were transferred to the INVESCO Balanced Fund.
AIM BLUE CHIP FUND - A mutual fund normally investing at least 65% of its
assets in common stocks of blue-chip companies. This fund replaced the
S&P 500 Index Fund. All investments in the S&P 500 Index Fund were
transferred to the AIM Blue Chip Fund.
ADMINISTRATION
The Plan is administered by the Thrift Plan Committee of Caribbean Refrescos,
Inc. (the "Committee") which, as administrator, has complete control of and
sole discretion over the administration of the Plan. Administrative expenses
of the Plan were paid by the Company.
VALUATION OF PARTICIPANT ACCOUNTS
Participant account balances are valued based upon the number of units of
each investment fund owned by the Participants. Units are revalued on a daily
basis to reflect earnings and other transactions. Participant account
balances are updated on a daily basis to reflect transactions affecting
account balances.
5
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Notes to Financial Statements, Continued
NOTE 1 - DESCRIPTION OF PLAN, CONTINUED
PLAN TERMINATION
The Company expects the Plan to be continued indefinitely but reserves the
right to terminate the Plan or to discontinue its contributions to the Plan
at any time, by written document approved by the Committee. In the event of
termination, the Committee may either:
(a) continue the trust for as long as it considers advisable, or
(b) terminate the trust, pay all expenses from the trust fund, and direct
the payment of Participant account balances, either in the form of
lump-sum distributions, installment payments, or any other form
selected by the Committee.
Additional information about the Plan is available from the Company's Human
Resources Department.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are maintained on an accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires Plan management to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
VALUATION OF INVESTMENTS
All investments are stated at fair value. The investments in common stock
of The Coca-Cola Company and the mutual funds are determined at the quoted
prices in active markets at the last reported sales price on the last
business day of the Plan year. Participant loans are valued based upon
remaining unpaid principal balance plus any accrued but unpaid interest.
RECLASSIFICATIONS
Certain reclassifications have been made for the prior year to conform to
the current year presentation.
6
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Notes to Financial Statements, Continued
NOTE 3 - INVESTMENTS
During 1999, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated (depreciated)
in fair value (as determined by quoted market price) by ($4,310,731) as
follows:
Common stock of The Coca-Cola Company ($4,574,714)
Mutual funds 122,356
Common/collective trust funds 141,627
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($4,310,731)
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The fair value of individual investments that represent 5% or more of the
Plan's net assets at December 31 is as follows:
1999 1998
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Common stock of The Coca-Cola Company $29,154,358* $34,881,133*
* Includes both participant and nonparticipant-directed investments
NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS
The Plan's investment in the Company Stock Fund contains both participant and
nonparticipant-directed components. A breakdown between these components is
not available, so in accordance with American Institute of Certified Public
Accountants (AICPA) Statement of Position (SOP) 99-3, the entire investment
in the Company Stock Fund is deemed to be nonparticipant-directed. Information
about the net assets and the significant components of the changes in net
assets relating to the nonparticipant-directed investments is as follows:
December 31, December 31,
1999 1998
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Net assets, at fair value:
Company Stock Fund $29,840,297 $35,014,936
Year ended
December 31, 1999
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Changes in net assets:
Contributions $1,671,696
Dividends 323,681
Net depreciation (4,574,714)
Distributions to Participants (2,211,593)
Transfers to other investment funds (383,709)
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Net decrease in net assets ($5,174,639)
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7
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Notes to Financial Statements, Continued
NOTE 5 - TRANSACTIONS WITH PARTY-IN-INTEREST
During 1999, the Plan purchased 37,335 shares of common stock of The Coca-Cola
Company, in market and intra-Plan transactions, with a fair market value of
$2,227,413. During 1999, the Plan sold 57,445 shares of common stock of The
Coca-Cola Company for proceeds of $3,569,025, resulting in a gain of
$2,387,282. Dividends earned by the Plan on common stock of The Coca-Cola
Company during 1999 were $323,681. As of December 31, 1999 and 1998, the Plan
held 500,504 and 520,614 shares of common stock of The Coca-Cola Company with
a fair market value of $29,154,358 and $34,881,133, respectively.
NOTE 6 - INCOME TAX STATUS
The Plan qualifies under Section 401(a) of the Internal Revenue Code of 1986
("IRC") and Section 165(a) and (e) of the Puerto Rico Income Tax Act of 1954,
as amended, and is, therefore, not subject to tax under present income tax
laws. Once qualified, the Plan is required to operate in conformity with the
IRC to maintain its qualification. The Plan obtained its latest determination
letter in January, 1990, in which the Internal Revenue Service stated that
the Plan, as then designed, was in compliance with the applicable requirements
of the IRC. The Plan has been amended since receiving the determination
letter. However, the Caribbean Refrescos, Inc. Thrift Plan Committee and the
Company's tax counsel believe that the Plan is currently designed and being
operated in material compliance with the applicable requirements of the IRC.
8
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CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor or similar party collateral, par or maturity value Cost value
---------------------------- ------------------------------------- ----------- -----------
<S> <C> <C> <C>
Short-Term Investments:
Federated Government
Obligation Fund #5 784,492 units $ 784,492 $ 784,492
Common Stock:
* The Coca-Cola Company 500,554 shares of common stock 11,046,977 29,154,358
Mutual Funds:
INVESCO 1,574,168 units of Cash Reserves Fund 1,574,168 1,574,168
INVESCO 4,022 units of Balanced Fund 69,907 71,587
AIM 20,397 units of Blue Chip Fund 942,417 1,063,093
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Total Mutual Funds 2,586,492 2,708,848
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Participant loans Loans with interest rates ranging
from 7.0% to 10.0% N/A 757,437
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Total Assets Held for Investment Purposes at End of Year $14,417,961 $33,405,135
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* Party-in-interest
</TABLE>
9
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CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Schedule of Reportable Transactions
For the Year Ended December 31, 1999
<TABLE>
<CAPTION>
Description of Current
asset (include Expense value of
interest rate incurred asset on
Identity of and maturity in Purchase Selling Lease with Cost of transaction Net gain
party involved case of a loan) price price Rental transaction asset date or (loss)
-------------- --------------- -------- ---------- ------ ----------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CATEGORY (iii)- ANY TRANSACTION WITHIN THE PLAN YEAR INVOLVING SECURITIES OF THE SAME ISSUE IF WITHIN
THE PLAN YEAR ANY SERIES OF TRANSACTIONS AGGREGATE TO MORE THAN 5% OF THE CURRENT VALUE
OF PLAN ASSETS AT JANUARY 1, 1999.
The Coca-Cola
Company Common stock $2,227,413 - - - $2,227,413 $2,227,413 -
The Coca-Cola
Company Common stock - $3,569,025 - - $1,181,743 $3,569,025 $2,387,282
THERE WERE NO CATEGORY (i), (ii) OR (iv) REPORTABLE TRANSACTIONS DURING THE YEAR ENDED DECEMBER 31, 1999.
NOTE:
THE PLAN'S TRANSACTIONS INVOLVING COMMON STOCK OF THE COCA-COLA COMPANY
INCLUDE BOTH PARTICIPANT AND NONPARTICIPANT-DIRECTED COMPONENTS. A
BREAKDOWN BETWEEN THESE COMPONENTS IS NOT AVAILABLE, SO THE INFORMATION
PRESENTED ABOVE INCLUDES BOTH PARTICIPANT AND NONPARTICIPANT-DIRECTED
TRANSACTIONS.
</TABLE>
10
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange
Act of 1934, the Caribbean Refrescos, Inc. Thrift Plan Committee has duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
(Name of Plan)
By: /s/ LESBIA BLANCO
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LESBIA BLANCO
Member, Caribbean Refrescos, Inc.
Thrift Plan Committee
Date: June 26, 2000
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EXHIBIT INDEX
Exhibit No. Description
23 Consent of Independent Auditors
