UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
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
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
One Coca-Cola Plaza
Atlanta, Georgia
(Address of principal executive offices)
58-0628465
(IRS Employer
Identification No.)
30313
(Zip Code)
Registrant’s telephone number, including area code: (404) 676-2121
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
COMMON STOCK, $0.25 PAR VALUE
NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: None
No
No
No
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes
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 and (2) has been subject to such filing requirements for the
past 90 days. Yes
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
Yes
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,’’ “accelerated filer’’ and “smaller reporting
company’’ in Rule 12b-2 of the Exchange Act. (Check one):
No
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark if the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes, but
without conceding, that all executive officers and Directors are “affiliates’’ of the Registrant) as of June 27, 2014, the last
business day of the Registrant’s most recently completed second fiscal quarter, was $183,965,638,496 (based on the closing sale
price of the Registrant’s Common Stock on that date as reported on the New York Stock Exchange).
The number of shares outstanding of the Registrant’s Common Stock as of February 23, 2015, was 4,366,243,616.
No
Portions of the Company’s Proxy Statement for the Annual Meeting of Shareowners to be held on April 29, 2015, are
incorporated by reference in Part III.
DOCUMENTS INCORPORATED BY REFERENCE
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Page
Table of Contents
Part I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.
Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item X.
1
12
21
21
22
23
23
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
26
Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
29
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . .
70
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
72
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . 142
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
Part III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
Item 11.
Security Ownership of Certain Beneficial Owners and Management and
Item 12.
Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
Item 13.
Item 14.
Part IV
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152
FORWARD-LOOKING STATEMENTS
This report contains information that may constitute “forward-looking statements.” Generally, the words “believe,” “expect,” “intend,”
“estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in
nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that
address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating
to volume growth, share of sales and earnings per share growth, and statements expressing general views about future operating results —
are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However,
caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the
date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from our Company’s historical experience and our present expectations
or projections. These risks and uncertainties include, but are not limited to, those described in Part I, “Item 1A. Risk Factors” and elsewhere
in this report and those described from time to time in our future reports filed with the Securities and Exchange Commission.
ITEM 1. BUSINESS
PART I
In this report, the terms “The Coca-Cola Company,” “Company,” “we,” “us” and “our” mean The Coca-Cola Company and all entities
included in our consolidated financial statements.
General
The Coca-Cola Company is the world’s largest beverage company. We own or license and market more than 500 nonalcoholic
beverage brands, primarily sparkling beverages but also a variety of still beverages such as waters, enhanced waters, juices and juice
drinks, ready-to-drink teas and coffees, and energy and sports drinks. We own and market four of the world’s top five nonalcoholic
sparkling beverage brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing our trademarks, sold in the
United States since 1886, are now sold in more than 200 countries.
We make our branded beverage products available to consumers throughout the world through our network of Company-owned or
-controlled bottling and distribution operations as well as independent bottling partners, distributors, wholesalers and retailers — the
world’s largest beverage distribution system. Beverages bearing trademarks owned by or licensed to us account for 1.9 billion of the
approximately 57 billion servings of all beverages consumed worldwide every day.
We believe our success depends on our ability to connect with consumers by providing them with a wide variety of options to meet
their desires, needs and lifestyles. Our success further depends on the ability of our people to execute effectively, every day.
Our goal is to use our Company’s assets — our brands, financial strength, unrivaled distribution system, global reach, and the talent
and strong commitment of our management and associates — to become more competitive and to accelerate growth in a manner that
creates value for our shareowners.
We were incorporated in September 1919 under the laws of the State of Delaware and succeeded to the business of a Georgia
corporation with the same name that had been organized in 1892.
1
Acquisition of Coca-Cola Enterprises Inc.’s Former North America Business and Related Transactions
On October 2, 2010, we acquired the former North America business of Coca-Cola Enterprises Inc. (“CCE”), one of our major
bottlers, consisting of CCE’s production, sales and distribution operations in the United States, Canada, the British Virgin Islands,
the United States Virgin Islands and the Cayman Islands, and a substantial majority of CCE’s corporate segment. CCE shareowners
other than the Company exchanged their CCE common stock for common stock in a new entity named Coca-Cola Enterprises, Inc.
(“New CCE”), which, after the closing of the transaction, continued to hold the European operations that had been held by CCE
prior to the acquisition. The Company does not have any ownership interest in New CCE. Upon completion of the CCE transaction,
we combined the management of the acquired North America business with the management of our existing foodservice business;
Minute Maid and Odwalla juice businesses; North America supply chain operations; and Company-owned bottling operations in
Philadelphia, Pennsylvania, into a unified bottling and customer service organization called Coca-Cola Refreshments (“CCR”). In
addition, we reshaped our remaining Coca-Cola North America operations into an organization that primarily provided franchise
leadership and consumer marketing and innovation for the North American market. Effective January 1, 2014, our North America
business was restructured to consist of two operating units, Coca-Cola North America and CCR. Coca-Cola North America provides
franchise leadership and consumer marketing and innovation and will also manage our foodservice operations. CCR manages our
North America bottling operations and the product supply chain functions for the North American market. Our two North America
operating units have distinct capabilities, responsibilities and strengths, but operate as a unified, aligned and agile organization.
In contemplation of the closing of our acquisition of CCE’s former North America business, we reached an agreement with Dr Pepper
Snapple Group, Inc. (“DPSG”) to distribute certain DPSG brands in territories where DPSG brands had been distributed by CCE
prior to the CCE transaction. Under the terms of our agreement with DPSG, concurrently with the closing of the CCE transaction,
we entered into license agreements with DPSG to distribute Dr Pepper trademark brands in the United States, Canada Dry in the
Northeastern United States, and Canada Dry and C’ Plus in Canada, and we made a net one-time cash payment of $715 million to
DPSG. Under the license agreements, the Company agreed to meet certain performance obligations to distribute DPSG products in
retail and foodservice accounts and vending machines. The license agreements have initial terms of 20 years, with automatic 20-year
renewal periods unless otherwise terminated under the terms of the agreements. The license agreements replaced agreements between
DPSG and CCE existing immediately prior to the completion of the CCE transaction. In addition, we entered into an agreement with
DPSG to include Dr Pepper and Diet Dr Pepper in our Coca-Cola Freestyle fountain dispensers in certain outlets throughout the
United States. The Coca-Cola Freestyle agreement has a term of 20 years.
On October 2, 2010, we sold all of our ownership interests in Coca-Cola Drikker AS (the “Norwegian bottling operation”) and
Coca-Cola Drycker Sverige AB (the “Swedish bottling operation”) to New CCE for $0.9 billion in cash.
Operating Segments
The Company’s operating structure is the basis for our internal financial reporting. As of December 31, 2014, our operating structure
included the following operating segments, the first six of which are sometimes referred to as “operating groups” or “groups”:
• Eurasia and Africa
• Europe
• Latin America
• North America
• Asia Pacific
• Bottling Investments
• Corporate
Except to the extent that differences among operating segments are material to an understanding of our business taken as a whole, the
description of our business in this report is presented on a consolidated basis.
For financial information about our operating segments and geographic areas, refer to Note 19 of Notes to Consolidated Financial
Statements set forth in Part II, “Item 8. Financial Statements and Supplementary Data” of this report, incorporated herein by
reference. For certain risks attendant to our non-U.S. operations, refer to “Item 1A. Risk Factors” below.
2
Products and Brands
As used in this report:
• “concentrates” means flavoring ingredients and, depending on the product, sweeteners used to prepare syrups or finished
beverages and includes powders for purified water products such as Dasani;
• “syrups” means beverage ingredients produced by combining concentrates and, depending on the product, sweeteners and
added water;
• “fountain syrups” means syrups that are sold to fountain retailers, such as restaurants and convenience stores, which use
dispensing equipment to mix the syrups with sparkling or still water at the time of purchase to produce finished beverages that
are served in cups or glasses for immediate consumption;
• “sparkling beverages” means nonalcoholic ready-to-drink beverages with carbonation, including carbonated energy drinks and
carbonated waters and flavored waters;
• “still beverages” means nonalcoholic beverages without carbonation, including noncarbonated waters, flavored waters and
enhanced waters, noncarbonated energy drinks, juices and juice drinks, ready-to-drink teas and coffees, and sports drinks;
• “Company Trademark Beverages” means beverages bearing our trademarks and certain other beverage products bearing
trademarks licensed to us by third parties for which we provide marketing support and from the sale of which we derive
economic benefit; and
• “Trademark Coca-Cola Beverages” or “Trademark Coca-Cola” means beverages bearing the trademark Coca-Cola or any
trademark that includes Coca-Cola or Coke (that is, Coca-Cola, Diet Coke and Coca-Cola Zero and all their variations and line
extensions, including Coca-Cola Light, caffeine free Diet Coke, Cherry Coke, etc.). Likewise, when we use the capitalized word
“Trademark” together with the name of one of our other beverage products (such as “Trademark Fanta,” “Trademark Sprite”
or “Trademark Simply”), we mean beverages bearing the indicated trademark (that is, Fanta, Sprite or Simply, respectively) and
all its variations and line extensions (such that “Trademark Fanta” includes Fanta Orange, Fanta Zero Orange, Fanta Apple,
etc.; “Trademark Sprite” includes Sprite, Diet Sprite, Sprite Zero, Sprite Light, etc.; and “Trademark Simply” includes Simply
Orange, Simply Apple, Simply Grapefruit, etc.).
Our Company markets, manufactures and sells:
• beverage concentrates, sometimes referred to as “beverage bases,” and syrups, including fountain syrups (we refer to this part
of our business as our “concentrate business” or “concentrate operations”); and
• finished sparkling and still beverages (we refer to this part of our business as our “finished product business” or “finished
product operations”).
Generally, finished product operations generate higher net operating revenues but lower gross profit margins than concentrate
operations.
In our concentrate operations, we typically generate net operating revenues by selling concentrates and syrups to authorized bottling
and canning operations (to which we typically refer as our “bottlers” or our “bottling partners”). Our bottling partners either combine
the concentrates with sweeteners (depending on the product), still water and/or sparkling water, or combine the syrups with sparkling
water to produce finished beverages. The finished beverages are packaged in authorized containers — such as cans and refillable and
nonrefillable glass and plastic bottles — bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or,
in some cases, through wholesalers or other bottlers. Outside the United States, we also sell concentrates for fountain beverages to our
bottling partners who are typically authorized to manufacture fountain syrups, which they sell to fountain retailers such as restaurants
and convenience stores which use the fountain syrups to produce beverages for immediate consumption, or to authorized fountain
wholesalers who in turn sell and distribute the fountain syrups to fountain retailers.
3
Our finished product operations consist primarily of our Company-owned or -controlled bottling, sales and distribution operations,
including CCR. Our Company-owned or -controlled bottling, sales and distribution operations, other than CCR, are included in our
Bottling Investments operating segment. CCR is included in our North America operating segment. Our finished product operations
generate net operating revenues by selling sparkling beverages and a variety of still beverages, such as juices and juice drinks, energy
and sports drinks, ready-to-drink teas and coffees, and certain water products, to retailers or to distributors, wholesalers and bottling
partners who distribute them to retailers. In addition, in the United States, we manufacture fountain syrups and sell them to fountain
retailers, such as restaurants and convenience stores who use the fountain syrups to produce beverages for immediate consumption,
or to authorized fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers. In the United States, we
authorize wholesalers to resell our fountain syrups through nonexclusive appointments that neither restrict us in setting the prices at
which we sell fountain syrups to the wholesalers nor restrict the territories in which the wholesalers may resell in the United States.
For information about net operating revenues and unit case volume related to our concentrate operations and finished product
operations, refer to the heading “Our Business — General” set forth in Part II, “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations” of this report, which is incorporated herein by reference.
We own numerous valuable nonalcoholic beverage brands, including the following:
Coca-Cola
Diet Coke/Coca-Cola Light
Coca-Cola Zero
Fanta
Sprite
Minute Maid
Georgia1
Powerade
Del Valle2
Schweppes3
1 Georgia is primarily a coffee brand sold mainly in Japan.
Aquarius
Minute Maid Pulpy
Dasani
Simply4
Glacéau Vitaminwater
Bonaqua/Bonaqa
Ayataka5
Gold Peak6
I LOHAS7
FUZE TEA8
2 We manufacture, market and sell juices and juice drinks under the Del Valle trademark primarily in Mexico and Brazil through joint ventures with our
bottling partners.
3 Schweppes is owned by the Company in certain countries other than the United States.
4 Simply is a juice and juice drink brand sold in North America.
5 Ayataka is a green tea brand sold in Japan.
6 Gold Peak is primarily a tea brand sold in North America.
7 I LOHAS is a water brand sold in Japan.
8 FUZE TEA is a brand sold outside of North America.
In February 2014, we entered into a 10-year global strategic agreement with Green Mountain Coffee Roasters, Inc., now known as
Keurig Green Mountain, Inc. (“Keurig”), to collaborate on the development and introduction of our global brand portfolio for use in
Keurig’s forthcoming Keurig Kold™ at-home beverage system. Under the agreement, we and Keurig will cooperate to bring the Keurig
Kold™ beverage system to consumers around the world, and Keurig will be our exclusive partner for the production and sale of our
branded single-serve, pod-based cold beverages. Together, we and Keurig will also explore other future opportunities to collaborate on
the Keurig® platform. For more information regarding our global strategic agreement with Keurig and related transactions, refer to
Note 2 of Notes to Consolidated Financial Statements set forth in Part II “Item 8. Financial Statements and Supplementary Data” of
this report.
In addition to the beverage brands we own, we also provide marketing support and otherwise participate in the sales of other
nonalcoholic beverage brands through licenses, joint ventures and strategic partnerships, including, but not limited to, the following:
• We produce and/or distribute certain other third-party brands, including DPSG brands which we produce and distribute in
designated territories in the United States and Canada pursuant to license agreements with DPSG.
• We have a joint venture with Nestlé S.A. (“Nestlé”) named Beverage Partners Worldwide (“BPW”) which markets and
distributes Nestea products in Europe, Canada and Australia under agreements with our bottlers. The Nestea trademark is
owned by Société des Produits Nestlé S.A.
• We have a strategic partnership with Aujan Industries Company J.S.C. (“Aujan”), one of the largest independent beverage
companies in the Middle East. We own 50 percent of the entity that holds the rights in certain territories to brands produced
and distributed by Aujan, including Rani, a juice brand, and Barbican, a flavored malt beverage brand.
4
• We distribute certain brands of Monster Beverage Corporation (“Monster”), primarily Monster Energy, in designated
territories in the United States and Canada, and certain of our bottlers distribute such Monster brands in designated U.S. and
international territories pursuant to distribution coordination agreements with Monster and related distribution agreements
between Monster and Company-owned or -controlled bottling operations and bottling and distribution partners. In August
2014, we entered into definitive agreements with Monster for a long-term strategic relationship in the global energy drink
category pursuant to which, subject to the terms and conditions of the agreements, among other things, we will transfer our
global energy drink business to Monster, and Monster will transfer its non-energy drink business to us; and we will amend
our current distribution coordination agreements with Monster to expand distribution of Monster products into additional
territories pursuant to long-term agreements with the Company’s existing network of Company-owned or -controlled bottling
operations and bottling and distribution partners. For more information regarding our agreements with Monster and related
transactions, refer to Note 2 of Notes to Consolidated Financial Statements set forth in Part II, “Item 8. Financial Statements
and Supplementary Data” of this report.
Consumer demand determines the optimal menu of Company product offerings. Consumer demand can vary from one locale to
another and can change over time within a single locale. Employing our business strategy, and with special focus on core brands, our
Company seeks to build its existing brands and, at the same time, to broaden its historical family of brands, products and services in
order to create and satisfy consumer demand locale by locale.
We measure the volume of Company beverage products sold in two ways: (1) unit cases of finished products and (2) concentrate sales.
As used in this report, “unit case” means a unit of measurement equal to 192 U.S. fluid ounces of finished beverage (24 eight-ounce
servings); and “unit case volume” means the number of unit cases (or unit case equivalents) of Company beverage products directly or
indirectly sold by the Company and its bottling partners (the “Coca-Cola system”) to customers. Unit case volume primarily consists
of beverage products bearing Company trademarks. Also included in unit case volume are certain products licensed to, or distributed
by, our Company, and brands owned by Coca-Cola system bottlers for which our Company provides marketing support and from the
sale of which we derive economic benefit. In addition, unit case volume includes sales by certain joint ventures in which the Company
has an equity interest. We believe unit case volume is one of the measures of the underlying strength of the Coca-Cola system because
it measures trends at the consumer level. The unit case volume numbers used in this report are derived based on estimates received by
the Company from its bottling partners and distributors. Concentrate sales volume represents the amount of concentrates and syrups
(in all cases expressed in equivalent unit cases) sold by, or used in finished beverages sold by, the Company to its bottling partners
or other customers. Unit case volume and concentrate sales volume growth rates are not necessarily equal during any given period.
Factors such as seasonality, bottlers’ inventory practices, supply point changes, timing of price increases, new product introductions and
changes in product mix can impact unit case volume and concentrate sales volume and can create differences between unit case volume
and concentrate sales volume growth rates. In addition to the items mentioned above, the impact of unit case volume from certain joint
ventures in which the Company has an equity interest but to which the Company does not sell concentrates or syrups may give rise to
differences between unit case volume and concentrate sales volume growth rates.
Distribution System and Bottler’s Agreements
We make our branded beverage products available to consumers in more than 200 countries through our network of Company-owned
or -controlled bottling and distribution operations as well as independent bottling partners, distributors, wholesalers and retailers —
the world’s largest beverage distribution system. Consumers enjoy finished beverage products bearing trademarks owned by or licensed
to us at a rate of 1.9 billion servings each day. We continue to expand our marketing presence in an effort to increase our unit case
volume in developed, developing and emerging markets. Our strong and stable system helps us to capture growth by manufacturing,
distributing and marketing existing, enhanced and new innovative products to our consumers throughout the world.
The Coca-Cola system sold 28.6 billion, 28.2 billion and 27.7 billion unit cases of our products in 2014, 2013 and 2012, respectively.
The number of unit cases sold in 2014 does not include certain licensed beverage brands sold in the North American refranchised
territories and certain brands owned by our Russian juice company (for information about these structural changes, refer to the
heading “Operations Review — Structural Changes, Acquired Brands and Newly Licensed Brands” set forth in Part II, “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report). The Company eliminated
the unit case volume related to these structural changes from the base year, where applicable, when calculating 2014 versus 2013
volume growth rates. Sparkling beverages represented 73 percent, 74 percent and 75 percent of our worldwide unit case volume
for 2014, 2013 and 2012, respectively. Trademark Coca-Cola Beverages accounted for 46 percent, 47 percent and 48 percent of our
worldwide unit case volume for 2014, 2013 and 2012, respectively.
5
In 2014, unit case volume in the United States (“U.S. unit case volume”) represented 19 percent of the Company’s worldwide unit case
volume. Of the U.S. unit case volume for 2014, 68 percent was attributable to sparkling beverages and 32 percent to still beverages.
Trademark Coca-Cola Beverages accounted for 45 percent of U.S. unit case volume for 2014.
Unit case volume outside the United States represented 81 percent of the Company’s worldwide unit case volume for 2014. The
countries outside the United States in which our unit case volumes were the largest in 2014 were Mexico, China, Brazil and Japan,
which together accounted for 31 percent of our worldwide unit case volume. Of the non-U.S. unit case volume for 2014, 74 percent
was attributable to sparkling beverages and 26 percent to still beverages. Trademark Coca-Cola Beverages accounted for 47 percent of
non-U.S. unit case volume for 2014.
Our five largest independent bottling partners based on unit case volume in 2014 were:
• Coca-Cola FEMSA, S.A.B. de C.V. (“Coca-Cola FEMSA”), which has bottling and distribution operations in a substantial
part of central Mexico, including Mexico City, and the southeast and northeast parts of Mexico; greater São Paulo, Campinas,
Santos, the state of Mato Grosso do Sul, the state of Paraná, part of the state of Goiás, part of the state of Rio de Janeiro and
part of the state of Minas Gerais in Brazil; Guatemala City and the surrounding areas in Guatemala; most of Colombia; all of
Costa Rica, Nicaragua, Panama and Venezuela; greater Buenos Aires, Argentina; and all of the Philippines;
• Coca-Cola HBC AG (“Coca-Cola Hellenic”), which has bottling and distribution operations in Armenia, Austria, Belarus,
Bosnia-Herzegovina, Bulgaria, Croatia, Cyprus, the Czech Republic, Estonia, the Former Yugoslav Republic of Macedonia,
Greece, Hungary, Italy, Latvia, Lithuania, Moldova, Montenegro, Nigeria, Northern Ireland, Poland, Republic of Ireland,
Romania, Russia, Serbia, Slovakia, Slovenia, Switzerland and Ukraine;
• Arca Continental, S.A.B. de C.V., which has bottling and distribution operations in northern and western Mexico, Ecuador and
northern Argentina;
• New CCE, which has bottling and distribution operations in Belgium, continental France, Great Britain, Luxembourg, Monaco,
the Netherlands, Norway and Sweden; and
• Swire Beverages (“Swire”), which has bottling and distribution operations in Hong Kong, Taiwan, seven provinces in mainland
China and territories in 11 states in the western United States.
In 2014, these five bottling partners combined represented 33 percent of our total unit case volume.
Being a bottler does not create a legal partnership or joint venture between us and our bottlers. Our bottlers are independent
contractors and are not our agents.
Bottler’s Agreements
We have separate contracts (“Bottler’s Agreements”) with each of our bottling partners regarding the manufacture and sale of
Company products. Subject to specified terms and conditions and certain variations, the Bottler’s Agreements generally authorize the
bottlers to prepare specified Company Trademark Beverages, to package the same in authorized containers, and to distribute and sell
the same in (but, subject to applicable local law, generally only in) an identified territory. The bottler is obligated to purchase its entire
requirement of concentrates or syrups for the designated Company Trademark Beverages from the Company or Company-authorized
suppliers. We typically agree to refrain from selling or distributing, or from authorizing third parties to sell or distribute, the designated
Company Trademark Beverages throughout the identified territory in the particular authorized containers; however, we typically
reserve for ourselves or our designee the right (1) to prepare and package such Company Trademark Beverages in such containers
in the territory for sale outside the territory, (2) to prepare, package, distribute and sell such Company Trademark Beverages in the
territory in any other manner or form (territorial restrictions on bottlers vary in some cases in accordance with local law), and (3) to
handle certain key accounts (accounts that cover multiple territories).
While under most of our Bottler’s Agreements we generally have complete flexibility to determine the price and other terms
of sale of the concentrates and syrups we sell to our bottlers, as a practical matter, our Company’s ability to exercise its
contractual flexibility to determine the price and other terms of sale of its syrups, concentrates and finished beverages is subject,
both outside and within the United States, to competitive market conditions. In addition, in some instances we have agreed or
may in the future agree with a bottler with respect to concentrate pricing on a prospective basis for specified time periods. Also,
in some markets, in an effort to allow our Company and our bottling partners to grow together through shared value, aligned
incentives and the flexibility necessary to meet consumers’ always changing needs and tastes, we worked with our bottling
partners to develop and implement an incidence-based pricing model for sparkling and still beverages. Under this model, the
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concentrate price we charge is impacted by a number of factors, including, but not limited to, bottler pricing, the channels in which the
finished products are sold and package mix.
Under our Bottler’s Agreements, in most cases, we have no obligation to provide marketing support to the bottlers. Nevertheless,
we may, at our discretion, contribute toward bottler expenditures for advertising and marketing. We may also elect to undertake
independent or cooperative advertising and marketing activities.
As further discussed below, our Bottler’s Agreements for territories outside of the United States differ in some respects from our
Bottler’s Agreements for territories within the United States.
Bottler’s Agreements Outside the United States
The Bottler’s Agreements between us and our authorized bottlers outside the United States generally are of stated duration, subject in
some cases to possible extensions or renewals of the term of the contract. Generally, these contracts are subject to termination by the
Company following the occurrence of certain designated events. These events include defined events of default and certain changes in
ownership or control of the bottler.
In certain parts of the world outside the United States, we have not granted comprehensive beverage production rights to the
bottlers. In such instances, we or our authorized suppliers sell Company Trademark Beverages to the bottlers for sale and distribution
throughout the designated territory, often on a nonexclusive basis. Most of the Bottler’s Agreements in force between us and bottlers
outside the United States authorize the bottlers to manufacture and distribute fountain syrups, usually on a nonexclusive basis.
Bottler’s Agreements Within the United States
During the year ended December 31, 2014, our Company-owned operations manufactured, sold and distributed 86 percent of our U.S.
unit case volume. The discussion below relates to Bottler’s Agreements and other contracts for territories in the United States that are
not covered by our Company-owned operations.
In the United States, with certain very limited exceptions, the Bottler’s Agreements for Trademark Coca-Cola Beverages and other
cola-flavored beverages have no stated expiration date. Our standard contracts for other sparkling beverage flavors and for still
beverages are of stated duration, subject to bottler renewal rights. The Bottler’s Agreements in the United States are subject to
termination by the Company for nonperformance or upon the occurrence of certain defined events of default that may vary from
contract to contract.
Under the terms of the Bottler’s Agreements, bottlers in the United States are authorized to manufacture and distribute Company
Trademark Beverages in bottles and cans. However, these bottlers generally are not authorized to manufacture fountain syrups.
Rather, in the United States, our Company manufactures and sells fountain syrups to authorized fountain wholesalers (including
certain authorized bottlers) and some fountain retailers. These wholesalers in turn sell the syrups or deliver them on our behalf to
restaurants and other retailers.
Certain of the Bottler’s Agreements for cola-flavored sparkling beverages in effect in the United States give us complete flexibility to
determine the price and other terms of sale of concentrates and syrups for such Company Trademark Beverages. In some instances,
we have agreed or may in the future agree with a bottler with respect to concentrate pricing on a prospective basis for specified time
periods. Certain Bottler’s Agreements, entered into prior to 1987, provide for concentrates or syrups for certain Trademark Coca-Cola
Beverages and other cola-flavored Company Trademark Beverages to be priced pursuant to a stated formula. Bottlers that accounted
for 6.3 percent of total unit case volume in the United States in 2014 have contracts for certain Trademark Coca-Cola Beverages and
other cola-flavored Company Trademark Beverages with pricing formulas that generally provide for a baseline price. This baseline
price may be adjusted periodically by the Company, up to a maximum indexed ceiling price, and is adjusted quarterly based upon
changes in certain sugar or sweetener prices, as applicable. Bottlers that accounted for 0.3 percent of total unit case volume in the
United States in 2014 operate under our oldest form of contract, which provides for a fixed price for Coca-Cola syrup used in bottles
and cans. This price is subject to quarterly adjustments to reflect changes in the quoted price of sugar.
We have standard contracts with bottlers in the United States for the sale of concentrates and syrups for non-cola-flavored sparkling
beverages and certain still beverages in bottles and cans, and, in certain cases, for the sale of finished still beverages in bottles and cans.
All of these standard contracts give the Company complete flexibility to determine the price and other terms of sale.
In addition to the Bottler’s Agreements described above, in 2014, the Company and certain bottlers entered into comprehensive
beverage agreements (“CBAs”) under which the bottlers are authorized to purchase Company Trademark Beverages from the
Company or another supplier authorized by the Company and to distribute, promote, market and sell such beverages, on an
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exclusive basis, in the territories covered by the CBAs. The CBAs do not grant to the bottlers the right to produce the products. Each
CBA has a term of 10 years and is renewable indefinitely by the bottler for successive additional terms of 10 years unless it is earlier
terminated by the Company for nonperformance or upon the occurrence of certain defined events of default. For more information
about the North America refranchising transactions, refer to Note 2 of Notes to Consolidated Financial Statements set forth in Part II,
“Item 8. Financial Statements and Supplementary Data” of this report.
Promotions and Marketing Programs
In addition to conducting our own independent advertising and marketing activities, we may provide promotional and marketing
services and/or funds to our bottlers. In most cases, we do this on a discretionary basis under the terms of commitment letters or
agreements, even though we are not obligated to do so under the terms of the bottling or distribution agreements between our
Company and the bottlers. Also, on a discretionary basis in most cases, our Company may develop and introduce new products,
packages and equipment to assist the bottlers. Likewise, in many instances, we provide promotional and marketing services
and/or funds and/or dispensing equipment and repair services to fountain and bottle/can retailers, typically pursuant to marketing
agreements. The aggregate amount of funds provided by our Company to bottlers, resellers or other customers of our Company’s
products, principally for participation in promotional and marketing programs, was $7.0 billion in 2014.
Investments in Bottling Operations
Most of our branded beverage products outside of North America are manufactured, sold and distributed by independent bottling
partners. However, from time to time we acquire or take control of bottling or canning operations, often in underperforming markets
where we believe we can use our resources and expertise to improve performance. Owning such a controlling interest enables us to
compensate for limited local resources; help focus the bottler’s sales and marketing programs; assist in the development of the bottler’s
business and information systems; and establish an appropriate capital structure for the bottler. In line with our long-term bottling
strategy, we may periodically consider options for divesting or reducing our ownership interest in a Company-owned or -controlled
bottler. One such option is to combine our interest in a particular bottler with the interests of others to form strategic business
alliances. Another option is to sell our interest in a bottling operation to one of our other bottling partners in which we have an equity
method investment. In both of these situations, our Company continues to participate in the bottler’s results of operations through our
share of the strategic business alliance’s or equity method investee’s earnings or losses.
As described under the heading “Acquisition of Coca-Cola Enterprises Inc.’s Former North America Business and Related
Transactions” above, on October 2, 2010, we acquired the former North America business of CCE. In 2014, we began the
implementation of a new business model in the United States which includes more rational and contiguous operating territories;
grants of exclusive territory rights and the sale by us of distribution assets and cold-drink equipment to the bottlers; a finished goods
model under which production assets remain with us, which facilitates future implementation of a national product supply system; an
improved, more integrated information technology platform; and a new beverage agreement, the CBA (refer to “Bottler’s Agreements
Within the United States” above for more information regarding the CBA), that will support the evolving operating model.
In addition, from time to time we make equity investments representing noncontrolling interests in selected bottling operations
with the intention of maximizing the strength and efficiency of the Coca-Cola system’s production, marketing, sales and distribution
capabilities around the world. These investments are intended to result in increases in unit case volume, net revenues and profits at the
bottler level, which in turn generate increased concentrate sales for our Company’s concentrate and syrup business. When this occurs,
both we and our bottling partners benefit from long-term growth in volume, improved cash flows and increased shareowner value.
In cases where our investments in bottlers represent noncontrolling interests, our intention is to provide expertise and resources to
strengthen those businesses. When our equity investment provides us with the ability to exercise significant influence over the investee
bottler’s operating and financial policies, we account for the investment under the equity method, and we sometimes refer to such a
bottler as an “equity method investee bottler” or “equity method investee.”
Our equity method investee bottlers include Coca-Cola FEMSA, in which as of December 31, 2014, we had an equity ownership
interest of 28 percent, and Coca-Cola Hellenic, in which as of December 31, 2014, we had an equity ownership interest of 23 percent.
Seasonality
Sales of our nonalcoholic ready-to-drink beverages are somewhat seasonal, with the second and third calendar quarters
accounting for the highest sales volumes. The volume of sales in the beverage business may be affected by weather conditions.
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Competition
The nonalcoholic beverage segment of the commercial beverage industry is highly competitive, consisting of numerous companies
ranging from small or emerging to very large and well established. These include companies that, like our Company, compete in
multiple geographic areas, as well as businesses that are primarily regional or local in operation. Competitive products include
numerous nonalcoholic sparkling beverages; various water products, including packaged, flavored and enhanced waters; juices
and nectars; fruit drinks and dilutables (including syrups and powdered drinks); coffees and teas; energy and sports and other
performance-enhancing drinks; dairy-based drinks; functional beverages, including vitamin-based products and relaxation beverages;
and various other nonalcoholic beverages. These competitive beverages are sold to consumers in both ready-to-drink and other than
ready-to-drink form. In many of the countries in which we do business, including the United States, PepsiCo, Inc. (“PepsiCo”), is one
of our primary competitors. Other significant competitors include, but are not limited to, Nestlé, DPSG, Groupe Danone, Mondele-z
International, Inc. (“Mondele-z”), Kraft Foods Group, Inc. (“Kraft”), Suntory Beverage & Food Limited (“Suntory”) and the Unilever
Group (“Unilever”). In certain markets, our competition also includes beer companies. We also compete against numerous regional
and local companies and, in some markets, against retailers that have developed their own store or private label beverage brands.
Competitive factors impacting our business include, but are not limited to, pricing, advertising, sales promotion programs, product
innovation, increased efficiency in production techniques, the introduction of new packaging, new vending and dispensing equipment,
and brand and trademark development and protection.
Our competitive strengths include leading brands with high levels of consumer acceptance; a worldwide network of bottlers and
distributors of Company products; sophisticated marketing capabilities; and a talented group of dedicated associates. Our competitive
challenges include strong competition in all geographic regions and, in many countries, a concentrated retail sector with powerful
buyers able to freely choose among Company products, products of competitive beverage suppliers and individual retailers’ own store
or private label beverage brands.
Raw Materials
Water is a main ingredient in substantially all of our products. While historically we have not experienced significant water supply
difficulties, water is a limited natural resource in many parts of the world, and our Company recognizes water availability, quality and
sustainability, for both our operations and also the communities where we operate, as one of the key challenges facing our business.
In addition to water, the principal raw materials used in our business are nutritive and non-nutritive sweeteners. In the United States,
the principal nutritive sweetener is high fructose corn syrup (“HFCS”), which is nutritionally equivalent to sugar. HFCS is available
from numerous domestic sources and has historically been subject to fluctuations in its market price. The principal nutritive sweetener
used by our business outside the United States is sucrose, i.e., table sugar, which is also available from numerous sources and has
historically been subject to fluctuations in its market price. Our Company generally has not experienced any difficulties in obtaining its
requirements for nutritive sweeteners. In the United States, we purchase HFCS to meet our and our bottlers’ requirements with the
assistance of Coca-Cola Bottlers’ Sales & Services Company LLC (“CCBSS”). CCBSS is a limited liability company that is owned by
authorized Coca-Cola bottlers doing business in the United States. Among other things, CCBSS provides procurement services to our
Company for the purchase of various goods and services in the United States, including HFCS.
The principal non-nutritive sweeteners we use in our business are aspartame, acesulfame potassium, saccharin, cyclamate and
sucralose. Generally, these raw materials are readily available from numerous sources. However, our Company purchases aspartame,
an important non-nutritive sweetener that is used alone or in combination with other important non-nutritive sweeteners such as
saccharin or acesulfame potassium in our low- and no-calorie sparkling beverage products, primarily from Ajinomoto Co., Inc. and
SinoSweet Co., Ltd., which we consider to be our primary sources for the supply of this product. We currently purchase acesulfame
potassium from Nutrinova Nutrition Specialties & Food Ingredients GmbH, which we consider to be our primary source for the
supply of this product, and from one additional supplier. Our Company generally has not experienced any difficulties in obtaining its
requirements for non-nutritive sweeteners.
Our Company sells a number of products sweetened with sucralose, a non-nutritive sweetener. We work closely with Tate & Lyle PLC,
our primary sucralose supplier, to maintain continuity of supply, and we do not anticipate difficulties in obtaining our requirements.
We also sell beverage products sweetened with a non-nutritive sweetener derived from the stevia plant. We do not anticipate
difficulties sourcing stevia-based ingredients.
With regard to juice and juice drink products, juice and juice concentrate from various fruits, particularly orange juice and
orange juice concentrate, are our principal raw materials. We source our orange juice and orange juice concentrate primarily
from Florida and the Southern Hemisphere (particularly Brazil). Therefore, we typically have an adequate supply of orange
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juice and orange juice concentrate that meets our Company’s standards. However, the citrus industry is impacted by greening disease
and the variability of weather conditions. In particular, freezing weather or hurricanes in central Florida may result in shortages and
higher prices for orange juice and orange juice concentrate throughout the industry. In addition, greening disease is reducing the
number of trees and increasing grower costs and prices.
Our Company-owned or consolidated bottling and canning operations and our finished product business also purchase various other
raw materials including, but not limited to, polyethylene terephthalate (“PET”) resin, preforms and bottles; glass and aluminum
bottles; aluminum and steel cans; plastic closures; aseptic fiber packaging; labels; cartons; cases; postmix packaging; and carbon
dioxide. We generally purchase these raw materials from multiple suppliers and historically have not experienced material shortages.
Patents, Copyrights, Trade Secrets and Trademarks
Our Company owns numerous patents, copyrights and trade secrets, as well as substantial know-how and technology, which we
collectively refer to in this report as “technology.” This technology generally relates to our Company’s products and the processes
for their production; the packages used for our products; the design and operation of various processes and equipment used in our
business; and certain quality assurance software. Some of the technology is licensed to suppliers and other parties. Our sparkling
beverage and other beverage formulae are among the important trade secrets of our Company.
We own numerous trademarks that are very important to our business. Depending upon the jurisdiction, trademarks are valid as long
as they are in use and/or their registrations are properly maintained. Pursuant to our Bottler’s Agreements, we authorize our bottlers
to use applicable Company trademarks in connection with their manufacture, sale and distribution of Company products. In addition,
we grant licenses to third parties from time to time to use certain of our trademarks in conjunction with certain merchandise and food
products.
Governmental Regulation
Our Company is required to comply, and it is our policy to comply, with all applicable laws in the numerous countries throughout
the world in which we do business. In many jurisdictions, compliance with competition laws is of special importance to us, and our
operations may come under special scrutiny by competition law authorities due to our competitive position in those jurisdictions.
In the United States, the safety, production, transportation, distribution, advertising, labeling and sale of many of our Company’s
products and their ingredients are subject to the Federal Food, Drug, and Cosmetic Act; the Federal Trade Commission Act; the
Lanham Act; state consumer protection laws; competition laws; federal, state and local workplace health and safety laws; various
federal, state and local environmental protection laws; and various other federal, state and local statutes and regulations. Outside the
United States, our business is subject to numerous similar statutes and regulations, as well as other legal and regulatory requirements.
Under a California law known as Proposition 65, if the state has determined that a substance causes cancer or harms human
reproduction, a warning must appear on any product sold in the state containing that substance. The state maintains lists of these
substances and periodically adds other substances to these lists. Proposition 65 exposes all food and beverage producers to the
possibility of having to provide warnings on their products in California because it does not provide for any generally applicable
quantitative threshold below which the presence of a listed substance is exempt from the warning requirement. Consequently, the
detection of even a trace amount of a listed substance can subject an affected product to the requirement of a warning label. However,
Proposition 65 does not require a warning if the manufacturer of a product can demonstrate that the use of that product exposes
consumers to a daily quantity of a listed substance that is:
• below a “safe harbor” threshold that may be established;
• naturally occurring;
• the result of necessary cooking; or
• subject to another applicable exemption.
One or more substances that are currently on the Proposition 65 lists, or that may be added in the future, can be detected in certain
Company products at low levels that are safe. With respect to substances that have not yet been listed under Proposition 65, the
Company takes the position that listing is not scientifically justified. With respect to substances that are already listed, the Company
takes the position that the presence of each such substance in Company products is subject to an applicable exemption from the warning
requirement. The state of California and other parties, however, have in the past taken and may in the future take a contrary position.
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Bottlers of our beverage products presently offer and use nonrefillable recyclable containers in the United States and various other
markets around the world. Some of these bottlers also offer and use refillable containers, which are also recyclable. Legal requirements
apply in various jurisdictions in the United States and overseas requiring that deposits or certain ecotaxes or fees be charged in
connection with the sale, marketing and use of certain beverage containers. The precise requirements imposed by these measures
vary. Other types of statutes and regulations relating to beverage container deposits, recycling, ecotaxes and/or product stewardship
also apply in various jurisdictions in the United States and overseas. We anticipate that additional, similar legal requirements may be
proposed or enacted in the future at local, state and federal levels, both in the United States and elsewhere.
All of our Company’s facilities and other operations in the United States and elsewhere around the world are subject to various
environmental protection statutes and regulations, including those relating to the use of water resources and the discharge of
wastewater. Our policy is to comply with all such legal requirements. Compliance with these provisions has not had, and we do not
expect such compliance to have, any material adverse effect on our Company’s capital expenditures, net income or competitive
position.
Employees
As of December 31, 2014 and 2013, our Company had approximately 129,200 and 130,600 employees, respectively, of which
approximately 3,800 and 4,100, respectively, were employed by consolidated variable interest entities (“VIEs”). The decrease in the
total number of employees in 2014 was primarily due to the refranchising of certain territories that were previously managed by CCR
to certain of its unconsolidated bottling partners. For more information about the North America refranchising transactions, refer to
Note 2 of Notes to Consolidated Financial Statements set forth in Part II, “Item 8. Financial Statements and Supplementary Data” of
this report. As of December 31, 2014 and 2013, our Company had approximately 65,300 and 66,800 employees, respectively, located in
the United States, of which approximately 500 were employed by consolidated VIEs in both years.
Our Company, through its divisions and subsidiaries, is a party to numerous collective bargaining agreements. As of December 31,
2014, approximately 18,000 employees, excluding seasonal hires, in North America were covered by collective bargaining agreements.
These agreements typically have terms of three to five years. We currently expect that we will be able to renegotiate such agreements
on satisfactory terms when they expire.
The Company believes that its relations with its employees are generally satisfactory.
Securities Exchange Act Reports
The Company maintains a website at the following address: www.coca-colacompany.com. The information on the Company’s website
is not incorporated by reference in this annual report on Form 10-K.
We make available on or through our website certain reports and amendments to those reports that we file with or furnish to
the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current
reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we
electronically file the information with, or furnish it to, the SEC.
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ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the following factors, which could materially
affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks facing
our Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely
affect our business, financial condition or results of operations in future periods.
Obesity concerns may reduce demand for some of our products.
There is growing concern among consumers, public health professionals and government agencies about the health problems
associated with obesity. In addition, some researchers, health advocates and dietary guidelines are suggesting that consumption of
sugar-sweetened beverages, including those sweetened with HFCS or other nutritive sweeteners, is a primary cause of increased
obesity rates and are encouraging consumers to reduce or eliminate consumption of such products. Increasing public concern about
obesity; possible new or increased taxes on sugar-sweetened beverages by government entities to reduce consumption or to raise
revenue; additional governmental regulations concerning the marketing, labeling, packaging or sale of our sugar-sweetened beverages;
and negative publicity resulting from actual or threatened legal actions against us or other companies in our industry relating to
the marketing, labeling or sale of sugar-sweetened beverages may reduce demand for or increase the cost of our sugar-sweetened
beverages, which could adversely affect our profitability.
Water scarcity and poor quality could negatively impact the Coca-Cola system’s costs and capacity.
Water is a main ingredient in substantially all of our products, is vital to the production of the agricultural ingredients on which our
business relies and is needed in our manufacturing process. It also is critical to the prosperity of the communities we serve. Water is a
limited resource in many parts of the world, facing unprecedented challenges from overexploitation, increasing demand for food and
other consumer and industrial products whose manufacturing processes require water, increasing pollution, poor management and
the effects of climate change. As the demand for water continues to increase around the world, and as water becomes scarcer and the
quality of available water deteriorates, the Coca-Cola system may incur higher costs or face capacity constraints that could adversely
affect our profitability or net operating revenues in the long run.
If we do not anticipate and address evolving consumer preferences, our business could suffer.
Consumer preferences are evolving rapidly as a result of, among other things, health and nutrition considerations, especially the
perceived undesirability of artificial ingredients and obesity concerns; shifting consumer demographics, including aging populations;
changes in consumer tastes and needs; changes in consumer lifestyles; and competitive product and pricing pressures. If we do not
successfully anticipate these changing consumer preferences or fail to address them by timely developing new products or product
extensions through innovation, our share of sales, volume growth and overall financial results could be negatively affected.
Increased competition and capabilities in the marketplace could hurt our business.
The nonalcoholic beverage segment of the commercial beverage industry is highly competitive. We compete with major international
beverage companies that, like our Company, operate in multiple geographic areas, as well as numerous companies that are primarily
regional or local in operation. In many countries in which we do business, including the United States, PepsiCo is a primary
competitor. Other significant competitors include, but are not limited to, Nestlé, DPSG, Groupe Danone, Mondele-z, Kraft, Suntory
and Unilever. In certain markets, our competition also includes major beer companies. Our beverage products also compete against
private label brands developed by retailers, some of which are Coca-Cola system customers. Our ability to gain or maintain share of
sales in the global market or in various local markets may be limited as a result of actions by competitors. If we do not continue to
strengthen our capabilities in marketing and innovation to maintain our brand loyalty and market share while we selectively expand
into other product categories in the nonalcoholic beverage segment of the commercial beverage industry, our business could be
negatively affected.
Product safety and quality concerns could negatively affect our business.
Our success depends in large part on our ability to maintain consumer confidence in the safety and quality of all of our products. We
have rigorous product safety and quality standards which we expect our operations as well as our bottling partners to meet. However,
we cannot assure you that despite our strong commitment to product safety and quality we or all of our bottling partners will always
meet these standards, particularly as we expand our product offerings through innovation beyond our traditional range of beverage
products. If we or our bottling partners fail to comply with applicable product safety and quality standards and beverage products
taken to the market are or become contaminated or adulterated, we may be required to conduct costly product recalls and may
become subject to product liability claims and negative publicity, which could cause our business to suffer.
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Public debate and concern about perceived negative health consequences of certain ingredients, such as non-nutritive sweeteners and
biotechnology-derived substances, and of other substances present in our beverage products or packaging materials, may reduce demand
for our beverage products.
Public debate and concern about perceived negative health consequences of certain ingredients in our beverage products, such as
non-nutritive sweeteners and biotechnology-derived substances; substances that are present in our beverage products naturally or that
occur as a result of the manufacturing process, such as 4-methylimidazole, or 4-MEI (a chemical compound that is formed during the
manufacturing of certain types of caramel coloring used in cola-type beverages); or substances used in packaging materials, such as
bisphenol A, or BPA (an odorless, tasteless food-grade chemical commonly used in the food and beverage industries as a component
in the coating of the interior of cans), may affect consumers’ preferences and cause them to shift away from some of our beverage
products. In addition, increasing public concern about actual or perceived health consequences of the presence of such ingredients
or substances in our beverage products or in packaging materials, whether or not justified, could result in additional governmental
regulations concerning the marketing and labeling of our beverages, negative publicity, or actual or threatened legal actions against us
or other companies in our industry, all of which could damage the reputation of, and may reduce demand for, our beverage products.
Increased demand for food products and decreased agricultural productivity may negatively affect our business.
We and our bottling partners use a number of key ingredients that are derived from agricultural commodities such as sugarcane,
corn, sugar beets, citrus, coffee and tea in the manufacture and packaging of our beverage products. Increased demand for food
products and decreased agricultural productivity in certain regions of the world as a result of changing weather patterns may limit
the availability or increase the cost of such agricultural commodities and could impact the food security of communities around the
world. If we are unable to implement programs focused on economic opportunity and environmental sustainability to address these
agricultural challenges and fail to make a strategic impact on food security through joint efforts with bottlers, farmers, communities,
suppliers and key partners, as well as through our increased and continued investment in sustainable agriculture, the affordability of
our products and ultimately our business and results of operations could be negatively impacted.
Changes in the retail landscape or the loss of key retail or foodservice customers could adversely affect our financial performance.
Our industry is being affected by the trend toward consolidation in the retail channel, particularly in Europe and the United
States. Larger retailers may seek lower prices from us and our bottling partners, may demand increased marketing or promotional
expenditures, and may be more likely to use their distribution networks to introduce and develop private label brands, any of which
could negatively affect the Coca-Cola system’s profitability. In addition, in developed markets, discounters and value stores, as well
as the volume of transactions through e-commerce, are growing at a rapid pace. The nonalcoholic beverage retail landscape is also
very dynamic and constantly evolving in emerging and developing markets, where modern trade is growing at a faster pace than
traditional trade outlets. If we are unable to successfully adapt to the rapidly changing environment and retail landscape, our share of
sales, volume growth and overall financial results could be negatively affected. In addition, our success depends in part on our ability
to maintain good relationships with key retail and foodservice customers. The loss of one or more of our key retail or foodservice
customers could have an adverse effect on our financial performance.
If we are unable to expand our operations in emerging and developing markets, our growth rate could be negatively affected.
Our success depends in part on our ability to grow our business in emerging and developing markets, which in turn depends on
economic and political conditions in those markets and on our ability to acquire bottling operations in those markets or to form
strategic business alliances with local bottlers and to make necessary infrastructure enhancements to production facilities, distribution
networks, sales equipment and technology. Moreover, the supply of our products in emerging and developing markets must match
consumers’ demand for those products. Due to product price, limited purchasing power and cultural differences, there can be no
assurance that our products will be accepted in any particular emerging or developing market.
Fluctuations in foreign currency exchange rates could have a material adverse effect on our financial results.
We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar,
including the euro, the Japanese yen, the Brazilian real and the Mexican peso. In 2014, we used 70 functional currencies in
addition to the U.S. dollar and derived $26.2 billion of net operating revenues from operations outside the United States.
Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, income and expenses,
as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period.
Therefore, increases or decreases in the value of the U.S. dollar against other major currencies affect our net operating
revenues, operating income and the value of balance sheet items denominated in foreign currencies. In addition, unexpected and
dramatic devaluations of currencies in developing or emerging markets could negatively affect the value of our earnings from,
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and of the assets located in, those markets. Because of the geographic diversity of our operations, weaknesses in some currencies might
be offset by strengths in others over time. We also use derivative financial instruments to further reduce our net exposure to foreign
currency exchange rate fluctuations. However, we cannot assure you that fluctuations in foreign currency exchange rates, particularly
the strengthening of the U.S. dollar against major currencies or the currencies of large developing countries, would not materially
affect our financial results.
If interest rates increase, our net income could be negatively affected.
We maintain levels of debt that we consider prudent based on our cash flows, interest coverage ratio and percentage of debt to capital.
We use debt financing to lower our cost of capital, which increases our return on shareowners’ equity. This exposes us to adverse
changes in interest rates. When and to the extent appropriate, we use derivative financial instruments to reduce our exposure to
interest rate risks. We cannot assure you, however, that our financial risk management program will be successful in reducing the risks
inherent in exposures to interest rate fluctuations. Our interest expense may also be affected by our credit ratings. In assessing our
credit strength, credit rating agencies consider our capital structure and financial policies as well as the consolidated balance sheet and
other financial information of the Company. In addition, some credit rating agencies also consider financial information of certain
of our major bottlers. It is our expectation that the credit rating agencies will continue using this methodology. If our credit ratings
were to be downgraded as a result of changes in our capital structure; our major bottlers’ financial performance; changes in the credit
rating agencies’ methodology in assessing our credit strength; the credit agencies’ perception of the impact of credit market conditions
on our or our major bottlers’ current or future financial performance and financial condition; or for any other reason, our cost of
borrowing could increase. Additionally, if the credit ratings of certain bottlers in which we have equity method investments were to be
downgraded, such bottlers’ interest expense could increase, which would reduce our equity income.
We rely on our bottling partners for a significant portion of our business. If we are unable to maintain good relationships with our bottling
partners, our business could suffer.
We generate a significant portion of our net operating revenues by selling concentrates and syrups to independent bottling partners.
As independent companies, our bottling partners, some of which are publicly traded companies, make their own business decisions
that may not always align with our interests. In addition, many of our bottling partners have the right to manufacture or distribute their
own products or certain products of other beverage companies. If we are unable to provide an appropriate mix of incentives to our
bottling partners through a combination of pricing and marketing and advertising support, or if our bottling partners are not satisfied
with our brand innovation and development efforts, they may take actions that, while maximizing their own short-term profits, may
be detrimental to our Company or our brands, or they may devote more of their energy and resources to business opportunities or
products other than those of the Company. Such actions could, in the long run, have an adverse effect on our profitability.
If our bottling partners’ financial condition deteriorates, our business and financial results could be affected.
We derive a significant portion of our net operating revenues from sales of concentrates and syrups to independent bottling partners
and, therefore, the success of our business depends on our bottling partners’ financial strength and profitability. While under our
agreements with our bottling partners we generally have the right to unilaterally change the prices we charge for our concentrates
and syrups, our ability to do so may be materially limited by our bottling partners’ financial condition and their ability to pass price
increases along to their customers. In addition, we have investments in certain of our bottling partners, which we account for under
the equity method, and our operating results include our proportionate share of such bottling partners’ income or loss. Our bottling
partners’ financial condition is affected in large part by conditions and events that are beyond our and their control, including
competitive and general market conditions in the territories in which they operate; the availability of capital and other financing
resources on reasonable terms; loss of major customers; or disruptions of bottling operations that may be caused by strikes, work
stoppages, labor unrest or natural disasters. A deterioration of the financial condition or results of operations of one or more of our
major bottling partners could adversely affect our net operating revenues from sales of concentrates and syrups; could result in a
decrease in our equity income; and could negatively affect the carrying values of our investments in bottling partners, resulting in
asset write-offs.
Increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters could have a material adverse impact on
our financial results.
We are subject to income tax in the United States and in numerous other jurisdictions in which we generate net operating
revenues. Increases in income tax rates could reduce our after-tax income from affected jurisdictions. We earn a substantial
portion of our income in foreign countries. If our capital or financing needs in the United States require us to repatriate
earnings from foreign jurisdictions above our current levels, our effective tax rates for the affected periods could be negatively
impacted. In addition, there have been proposals to reform U.S. tax laws that could significantly impact how U.S. multinational
corporations are taxed on foreign earnings. Although we cannot predict whether or in what form these proposals will pass,
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several of the proposals being considered, if enacted into law, could have a material adverse impact on our income tax expense and
cash flow.
Our annual tax rate is based on our income and the tax laws in the various jurisdictions in which we operate. Significant judgment is
required in determining our annual income tax expense and in evaluating our tax positions. Although we believe our tax estimates are
reasonable, the final determination of tax audits and any related disputes could be materially different from our historical income tax
provisions and accruals. The results of audits or related disputes could have a material effect on our financial statements for the period
or periods for which the applicable final determinations are made.
Increased or new indirect taxes in the United States or in one or more of our other major markets could negatively affect our business.
Our business operations are subject to numerous duties or taxes that are not based on income, sometimes referred to as “indirect
taxes,” including import duties, excise taxes, sales or value-added taxes, taxes on sugar-sweetened beverages, property taxes and payroll
taxes, in many of the jurisdictions in which we operate, including indirect taxes imposed by state and local governments. In addition,
in the past, the United States Congress considered imposing a federal excise tax on beverages sweetened with sugar, HFCS or other
nutritive sweeteners and may consider similar proposals in the future. As federal, state and local governments experience significant
budget deficits, some lawmakers have proposed singling out beverages among a plethora of revenue-raising items. Increases in or the
imposition of new indirect taxes on our business operations or products would increase the cost of products or, to the extent levied
directly on consumers, make our products less affordable, which may negatively impact our net operating revenues.
Increase in the cost, disruption of supply or shortage of energy or fuels could affect our profitability.
CCR and our other Company-owned or -controlled bottlers operate a large fleet of trucks and other motor vehicles to distribute and
deliver beverage products to customers. In addition, we use a significant amount of electricity, natural gas and other energy sources
to operate our concentrate, syrup and juice production plants and the bottling plants and distribution facilities operated by CCR and
our other Company-owned or -controlled bottlers. An increase in the price, disruption of supply or shortage of fuel and other energy
sources in North America, in other countries in which we have concentrate plants, or in any of the major markets in which CCR and
our other Company-owned or -controlled bottlers operate that may be caused by increasing demand or by events such as natural
disasters, power outages, or the like could increase our operating costs and negatively impact our profitability.
Our independent bottling partners also operate large fleets of trucks and other motor vehicles to distribute and deliver beverage
products to their own customers and use a significant amount of electricity, natural gas and other energy sources to operate their own
bottling plants and distribution facilities. Increases in the price, disruption of supply or shortage of fuel and other energy sources in any
of the major markets in which our independent bottling partners operate would increase the affected independent bottling partners’
operating costs and could indirectly negatively impact our results of operations.
Increase in the cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials could harm our business.
We and our bottling partners use various ingredients in our business, including HFCS, sucrose, aspartame, saccharin, acesulfame
potassium, sucralose, ascorbic acid, citric acid, phosphoric acid, caffeine and caramel color; other raw materials such as orange and
other fruit juice and juice concentrates; and packaging materials such as PET for bottles and aluminum for cans. The prices for
these ingredients, other raw materials and packaging materials fluctuate depending on market conditions. Substantial increases in
the prices of our or our bottling partners’ ingredients, other raw materials and packaging materials, to the extent they cannot be
recouped through increases in the prices of finished beverage products, would increase our and the Coca-Cola system’s operating costs
and could reduce our profitability. Increases in the prices of our finished products resulting from a higher cost of ingredients, other
raw materials and packaging materials could affect affordability in some markets and reduce Coca-Cola system sales. In addition,
some of our ingredients, such as aspartame, acesulfame potassium, sucralose, saccharin and ascorbic acid, as well as some of the
packaging containers, such as aluminum cans, are available from a limited number of suppliers, some of which are located in countries
experiencing political or other risks. We cannot assure you that we and our bottling partners will be able to maintain favorable
arrangements and relationships with these suppliers.
The citrus industry is subject to disease and the variability of weather conditions, which affect the supply of orange juice and orange
juice concentrate, which are important raw materials for our business. In particular, freezing weather or hurricanes in central Florida
may result in shortages and higher prices for orange juice and orange juice concentrate throughout the industry. In addition, greening
disease is reducing the number of trees and increasing grower costs and prices. Adverse weather conditions may affect the supply of
other agricultural commodities from which key ingredients for our products are derived. For example, drought conditions in certain
parts of the United States may negatively affect the supply of corn, which in turn may result in shortages of and higher prices for HFCS.
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An increase in the cost, a sustained interruption in the supply, or a shortage of some of these ingredients, other raw materials,
packaging materials or cans and other containers that may be caused by a deterioration of our or our bottling partners’ relationships
with suppliers; by supplier quality and reliability issues; or by events such as natural disasters, power outages, labor strikes, political
uncertainties or governmental instability, or the like could negatively impact our net revenues and profits.
Changes in laws and regulations relating to beverage containers and packaging could increase our costs and reduce demand for
our products.
We and our bottlers currently offer nonrefillable recyclable containers in the United States and in various other markets around the
world. Legal requirements have been enacted in various jurisdictions in the United States and overseas requiring that deposits or
certain ecotaxes or fees be charged in connection with the sale, marketing and use of certain beverage containers. Other proposals
relating to beverage container deposits, recycling, ecotax and/or product stewardship have been introduced in various jurisdictions in
the United States and overseas, and we anticipate that similar legislation or regulations may be proposed in the future at local, state
and federal levels, both in the United States and elsewhere. Consumers’ increased concerns and changing attitudes about solid waste
streams and environmental responsibility and the related publicity could result in the adoption of such legislation or regulations. If
these types of requirements are adopted and implemented on a large scale in any of the major markets in which we operate, they could
affect our costs or require changes in our distribution model, which could reduce our net operating revenues or profitability.
Significant additional labeling or warning requirements or limitations on the availability of our products may inhibit sales of affected
products.
Various jurisdictions may seek to adopt significant additional product labeling or warning requirements or limitations on the
availability of our products relating to the content or perceived adverse health consequences of certain of our products. If these
types of requirements become applicable to one or more of our major products under current or future environmental or health
laws or regulations, they may inhibit sales of such products. Under one such law in California, known as Proposition 65, if the state
has determined that a substance causes cancer or harms human reproduction, a warning must appear on any product sold in the
state containing that substance. The state maintains lists of these substances and periodically adds other substances to these lists.
Proposition 65 exposes all food and beverage producers to the possibility of having to provide warnings on their products in California
because it does not provide for any generally applicable quantitative threshold below which the presence of a listed substance is
exempt from the warning requirement. Consequently, the detection of even a trace amount of a listed substance can subject an
affected product to the requirement of a warning label. However, Proposition 65 does not require a warning if the manufacturer of
a product can demonstrate that the use of the product in question exposes consumers to a daily quantity of a listed substance that
is below a “safe harbor” threshold that may be established, is naturally occurring, is the result of necessary cooking or is subject to
another applicable exception. One or more substances that are currently on the Proposition 65 lists, or that may be added to the lists
in the future, can be detected in certain Company products at low levels that are safe. With respect to substances that have not yet
been listed under Proposition 65, the Company takes the position that listing is not scientifically justified. With respect to substances
that are already listed, the Company takes the position that the presence of each such substance in Company products is subject to
an applicable exemption from the warning requirement. The state of California and other parties, however, have in the past taken
and may in the future take a contrary position. If we were required to add Proposition 65 warnings on the labels of one or more of
our beverage products produced for sale in California, the resulting consumer reaction to the warnings and possible adverse publicity
could negatively affect our sales both in California and in other markets.
If we are unable to protect our information systems against service interruption, misappropriation of data or breaches of security, our
operations could be disrupted and our reputation may be damaged.
We rely on networks and information systems and other technology (“information systems”), including the Internet and
third-party hosted services, to support a variety of business processes and activities, including procurement and supply chain,
manufacturing, distribution, invoicing and collection of payments. We use information systems to process financial information
and results of operations for internal reporting purposes and to comply with regulatory financial reporting and legal and tax
requirements. In addition, we depend on information systems for digital marketing activities and electronic communications
among our locations around the world and between Company personnel and our bottlers and other customers, suppliers and
consumers. Because information systems are critical to many of the Company’s operating activities, our business may be
impacted by system shutdowns, service disruptions or security breaches. These incidents may be caused by failures during
routine operations such as system upgrades or user errors, as well as network or hardware failures, malicious or disruptive
software, computer hackers, rogue employees or contractors, cyber-attacks by criminal groups or activist organizations,
geopolitical events, natural disasters, failures or impairments of telecommunications networks, or other catastrophic events. In
addition, such incidents could result in unauthorized disclosure of material confidential information. If our information systems
suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely
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manner, we could experience delays in reporting our financial results, and we may lose revenue and profits as a result of our inability
to timely manufacture, distribute, invoice and collect payments for concentrate or finished products. Misuse, leakage or falsification
of information could result in a violation of data privacy laws and regulations, damage the reputation and credibility of the Company
and have a negative impact on net operating revenues. In addition, we may suffer financial and reputational damage because of lost
or misappropriated confidential information belonging to us, our current or former employees, or to our bottling partners, other
customers, suppliers or consumers, and may become subject to legal action and increased regulatory oversight. The Company could
also be required to spend significant financial and other resources to remedy the damage caused by a security breach or to repair or
replace networks and information systems.
Like most major corporations, the Company’s information systems are a target of attacks. Although the incidents that we have
experienced to date have not had a material effect on our business, financial condition or results of operations, there can be no
assurance that such incidents will not have a material adverse effect on us in the future. In order to address risks to our information
systems, we continue to make investments in personnel, technologies, cyber-insurance and training of Company personnel. The
Company maintains an information risk management program which is supervised by information technology management and
reviewed by a cross-functional committee. As part of this program, reports that include analysis of emerging risks as well as the
Company’s plans and strategies to address them are regularly prepared and presented to senior management.
Unfavorable general economic conditions in the United States could negatively impact our financial performance.
In 2014, our net operating revenues in the United States were $19.8 billion, or 43 percent of our total net operating revenues.
Unfavorable general economic conditions, such as a recession or economic slowdown, in the United States could negatively affect the
affordability of, and consumer demand for, our beverages in our flagship market. Under difficult economic conditions, consumers may
seek to reduce discretionary spending by forgoing purchases of our products or by shifting away from our beverages to lower-priced
products offered by other companies, including private label brands. Softer consumer demand for our beverages in the United States
could reduce our profitability and could negatively affect our overall financial performance.
Unfavorable economic and political conditions in international markets could hurt our business.
We derive a significant portion of our net operating revenues from sales of our products in international markets. In 2014, our
operations outside the United States accounted for $26.2 billion, or 57 percent, of our total net operating revenues. Unfavorable
economic conditions in our major international markets, the financial uncertainties in some countries in the eurozone and unstable
political conditions, including civil unrest and governmental changes, in certain of our other international markets could undermine
global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products. Product boycotts
resulting from political activism could reduce demand for our products, while restrictions on our ability to transfer earnings or
capital across borders, price controls, limitation on profits, import authorization requirements and other restrictions on business
activities which have been or may be imposed or expanded as a result of political and economic instability or otherwise could impact
our profitability. In addition, U.S. trade sanctions against countries such as Iran and Syria and/or financial institutions accepting
transactions for commerce within such countries could increase significantly, which could make it impossible for us to continue to
make sales to bottlers in such countries.
Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.
We are party to various litigation claims and legal proceedings. We evaluate these litigation claims and legal proceedings to assess
the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and
estimates, we establish reserves and/or disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments
and estimates are based on the information available to management at the time and involve a significant amount of management
judgment. We caution you that actual outcomes or losses may differ materially from those envisioned by our current assessments and
estimates. In addition, we have bottling and other business operations in markets with high-risk legal compliance environments. Our
policies and procedures require strict compliance by our associates and agents with all United States and local laws and regulations
and consent orders applicable to our business operations, including those prohibiting improper payments to government officials.
Nonetheless, we cannot assure you that our policies, procedures and related training programs will always ensure full compliance
by our associates and agents with all applicable legal requirements. Improper conduct by our associates or agents could damage
our reputation in the United States and internationally or lead to litigation or legal proceedings that could result in civil or criminal
penalties, including substantial monetary fines as well as disgorgement of profits.
Adverse weather conditions could reduce the demand for our products.
The sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold or
rainy weather during the summer months may have a temporary effect on the demand for our products and contribute to lower sales,
which could have an adverse effect on our results of operations for such periods.
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Climate change may have a long-term adverse impact on our business and results of operations.
There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide
and other greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe and an increase
in the frequency and severity of natural disasters. Decreased agricultural productivity in certain regions of the world as a result of
changing weather patterns may limit the availability or increase the cost of key agricultural commodities, such as sugarcane, corn,
sugar beets, citrus, coffee and tea, which are important sources of ingredients for our products, and could impact the food security of
communities around the world. Climate change may also exacerbate water scarcity and cause a further deterioration of water quality in
affected regions, which could limit water availability for the Coca-Cola system’s bottling operations. Increased frequency or duration
of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products.
As a result, the effects of climate change could have a long-term adverse impact on our business and results of operations.
If negative publicity, even if unwarranted, related to product safety or quality, human and workplace rights, obesity or other issues damages
our brand image and corporate reputation, our business may suffer.
Our success depends in large part on our ability to maintain the brand image of our existing products, build up brand image for
new products and brand extensions and maintain our corporate reputation. We cannot assure you, however, that our continuing
investment in advertising and marketing and our strong commitment to product safety and quality will have the desired impact
on our products’ brand image and on consumer preferences. Product safety or quality issues, actual or perceived, or allegations of
product contamination, even when false or unfounded, could tarnish the image of the affected brands and may cause consumers to
choose other products. In some emerging markets, the production and sale of counterfeit or “spurious” products, which we and our
bottling partners may not be able to fully combat, may damage the image and reputation of our products. In addition, from time to
time, we and our executives engage in public policy endeavors that are either directly related to our products and packaging or to
our business operations and the general economic climate affecting the Company. These engagements in public policy debates can
occasionally be the subject of backlash from advocacy groups that have a differing point of view and could result in adverse media
and consumer reaction, including product boycotts. Likewise, campaigns by activists connecting us, or our bottling system or supply
chain, with human and workplace rights issues in developing and emerging markets could adversely impact our corporate image
and reputation. For example, in June 2011, the United Nations Human Rights Council endorsed the Guiding Principles on Business
and Human Rights, which outlines how businesses should implement the corporate responsibility to respect human rights principles
included in the United Nations “Protect, Respect and Remedy” framework on human rights. Through our Human Rights Policy, Code
of Business Conduct and Supplier Guiding Principles, and our participation in the United Nations Global Compact, as well as our
active participation in the Global Business Initiative on Human Rights and the Global Business Coalition Against Human Trafficking,
we have made a number of commitments to respect all human rights. Allegations, even if untrue, that we are not respecting one or
more of the 30 human rights found in the United Nations Universal Declaration of Human Rights; actual or perceived failure by our
suppliers or other business partners to comply with applicable labor and workplace rights laws, including child labor laws, or their
actual or perceived abuse or misuse of migrant workers; and adverse publicity surrounding obesity and health concerns related to our
products, water usage, environmental impact, labor relations or the like could negatively affect our Company’s overall reputation and
brand image, which in turn could have a negative impact on our products’ acceptance by consumers.
Changes in, or failure to comply with, the laws and regulations applicable to our products or our business operations could increase our
costs or reduce our net operating revenues.
Our Company’s business is subject to various laws and regulations in the numerous countries throughout the world in which
we do business, including laws and regulations relating to competition, product safety, advertising and labeling, container
deposits, recycling or stewardship, the protection of the environment, and employment and labor practices. In the United
States, the production, distribution and sale of many of our products are subject to, among others, the Federal Food, Drug, and
Cosmetic Act, the Federal Trade Commission Act, the Lanham Act, state consumer protection laws, the Occupational Safety
and Health Act, and various environmental statutes, as well as various state and local statutes and regulations. Outside the
United States, the production, distribution, sale, advertising and labeling of many of our products are also subject to various laws
and regulations. Changes in applicable laws or regulations or evolving interpretations thereof, including increased government
regulations to limit carbon dioxide and other greenhouse gas emissions as a result of concern over climate change, or regulations
to limit or eliminate the use of bisphenol A, or BPA (an odorless, tasteless food-grade chemical commonly used in the food
and beverage industries as a component in the coating of the interior of cans), or regulations to limit or impose additional costs
on commercial water use due to local water scarcity concerns, may result in increased compliance costs, capital expenditures and
other financial obligations for us and our bottling partners, which could affect our profitability, or may impede the production
or distribution of our products, which could affect our net operating revenues. In addition, failure to comply with environmental,
health or safety requirements, U.S. trade sanctions, the U.S. Foreign Corrupt Practices Act and other applicable laws
or regulations could result in the assessment of damages, the imposition of penalties, suspension of production, changes to
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equipment or processes, or a cessation of operations at our or our bottling partners’ facilities, as well as damage to our and the
Coca-Cola system’s image and reputation, all of which could harm our and the Coca-Cola system’s profitability.
Changes in accounting standards could affect our reported financial results.
New accounting standards or pronouncements that may become applicable to our Company from time to time, or changes in the
interpretation of existing standards and pronouncements, could have a significant effect on our reported financial results for the
affected periods.
If we are not able to achieve our overall long-term growth objectives, the value of an investment in our Company could be negatively affected.
We have established and publicly announced certain long-term growth objectives. These objectives were based on, among other things,
our evaluation of our growth prospects, which are generally driven by the sales potential of many product types, some of which are
more profitable than others, and on an assessment of the potential price and product mix. There can be no assurance that we will
realize the sales potential and the price and product mix necessary to achieve our long-term growth objectives.
If global credit market conditions deteriorate, our financial performance could be adversely affected.
The cost and availability of credit vary by market and are subject to changes in the global or regional economic environment. If
conditions in major credit markets deteriorate, our and our bottling partners’ ability to obtain debt financing on favorable terms may
be negatively affected, which could affect our and the Coca-Cola system’s profitability as well as our share of the income of bottling
partners in which we have equity method investments. A decrease in availability of consumer credit resulting from unfavorable credit
market conditions, as well as general unfavorable economic conditions, may also cause consumers to reduce their discretionary
spending, which could reduce the demand for our beverages and negatively affect our net operating revenues and the Coca-Cola
system’s profitability.
Default by or failure of one or more of our counterparty financial institutions could cause us to incur significant losses.
As part of our hedging activities, we enter into transactions involving derivative financial instruments, including forward contracts,
commodity futures contracts, option contracts, collars and swaps, with various financial institutions. In addition, we have significant
amounts of cash, cash equivalents and other investments on deposit or in accounts with banks or other financial institutions in the
United States and abroad. As a result, we are exposed to the risk of default by or failure of counterparty financial institutions. The risk
of counterparty default or failure may be heightened during economic downturns and periods of uncertainty in the financial markets. If
one of our counterparties were to become insolvent or file for bankruptcy, our ability to recover losses incurred as a result of default or
our assets that are deposited or held in accounts with such counterparty may be limited by the counterparty’s liquidity or the applicable
laws governing the insolvency or bankruptcy proceedings. In the event of default by or failure of one or more of our counterparties, we
could incur significant losses, which could negatively impact our results of operations and financial condition.
If we are unable to timely implement our previously announced actions to reinvigorate growth, or we do not realize the economic benefits we
anticipate from these actions, our results of operations for future periods could be negatively affected.
In October 2014, we announced that we were taking actions to reinvigorate growth, including streamlining and simplifying our
operating model to speed decision making and enhance local market focus; expanding our productivity and reinvestment program
by targeting additional productivity; refocusing on our core business model, including refranchising the majority of Company-owned
North America bottling territories by the end of 2017 and substantially all of the remaining territories no later than 2020; strategically
targeting brand and growth investments that leverage our global strengths; and driving revenue and profit growth with clear portfolio
roles across our markets while providing local operations with a clear line of sight and aligned compensation targets. We have begun
implementing these actions and have incurred, and we expect will continue to incur, significant costs and expenses with the associated
programs, initiatives and activities. In addition, in connection with refranchising transactions, we recorded, and we expect will continue
to record, noncash losses related to the derecognition of intangible assets transferred or that will be transferred to bottling partners.
If we are unable to implement some or all of these actions fully or in the envisioned timeframe, or otherwise we do not timely capture
the efficiencies, cost savings and revenue growth opportunities we anticipate from these actions, our results of operations for future
periods could be negatively affected.
If we fail to realize a significant portion of the anticipated benefits of our strategic relationships with Keurig and Monster, our financial
performance could be adversely affected.
In February 2014, we entered into a 10-year global strategic agreement with Keurig to collaborate on the development and
introduction of the Company’s global brand portfolio for use in Keurig’s forthcoming Keurig Kold™ at-home beverage system. In
order to further align our long-term interests, since entering into the global strategic agreement we have acquired Keurig shares
representing in the aggregate 16 percent of Keurig’s issued and outstanding common stock. In addition, in August 2014,
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we entered into definitive agreements with Monster for a long-term strategic relationship in the global energy drink category, and
upon the closing of the transactions contemplated by the agreements we will acquire newly issued shares representing approximately
16.7 percent of Monster’s issued and outstanding shares of common stock (after giving effect to the issuance). If we are unable to
successfully manage our complex relationships with Keurig and Monster; if the introduction of Keurig’s Keurig Kold™ beverage
system is delayed or, when introduced, the Keurig Kold™ beverage system does not perform as expected; or if for any other reason
we fail to realize all or a significant part of the benefits we expect from one or both of these strategic relationships and the related
investments, our financial performance could be adversely affected.
If we are unable to renew collective bargaining agreements on satisfactory terms, or we or our bottling partners experience strikes, work
stoppages or labor unrest, our business could suffer.
Many of our associates at our key manufacturing locations and bottling plants are covered by collective bargaining agreements.
While we generally have been able to renegotiate collective bargaining agreements on satisfactory terms when they expire and regard
our relations with associates and their representatives as generally satisfactory, negotiations in the current environment remain
challenging, as the Company must have competitive cost structures in each market while meeting the compensation and benefits needs
of our associates. If we are unable to renew collective bargaining agreements on satisfactory terms, our labor costs could increase,
which could affect our profit margins. In addition, many of our bottling partners’ employees are represented by labor unions. Strikes,
work stoppages or other forms of labor unrest at any of our major manufacturing facilities or at our or our major bottlers’ plants could
impair our ability to supply concentrates and syrups to our bottling partners or our bottlers’ ability to supply finished beverages to
customers, which could reduce our net operating revenues and could expose us to customer claims.
We may be required to recognize impairment charges that could materially affect our financial results.
We assess our goodwill, trademarks and other intangible assets as well as our other long-lived assets as and when required by
accounting principles generally accepted in the United States to determine whether they are impaired and, if they are, we record
appropriate impairment charges. Our equity method investees also perform impairment tests, and we record our proportionate share
of impairment charges recorded by them adjusted, as appropriate, for the impact of items such as basis differences, deferred taxes and
deferred gains. It is possible that we may be required to record significant impairment charges or our proportionate share of significant
charges recorded by equity method investees in the future and, if we do so, our operating or equity income could be materially
adversely affected.
We may incur multi-employer plan withdrawal liabilities in the future, which could negatively impact our financial performance.
We participate in certain multi-employer pension plans in the United States. Our U.S. multi-employer pension plan expense totaled
$38 million in 2014. The U.S. multi-employer pension plans in which we currently participate have contractual arrangements that
extend into 2019. If, in the future, we choose to withdraw from any of the multi-employer pension plans in which we participate, we
will likely need to record withdrawal liabilities, which could negatively impact our financial performance in the applicable periods.
If we do not successfully integrate and manage our Company-owned or -controlled bottling operations, our results could suffer.
From time to time we acquire or take control of bottling operations, often in underperforming markets where we believe we can use
our resources and expertise to improve performance. We may incur unforeseen liabilities and obligations in connection with acquiring,
taking control of or managing bottling operations and may encounter unexpected difficulties and costs in restructuring and integrating
them into our Company’s operating and internal control structures. We may also experience delays in extending our Company’s
internal control over financial reporting to newly acquired or controlled bottling operations, which may increase the risk of failure to
prevent misstatements in such operations’ financial records and in our consolidated financial statements. Our financial performance
depends in large part on how well we can manage and improve the performance of Company-owned or -controlled bottling operations.
We cannot assure you, however, that we will be able to achieve our strategic and financial objectives for such bottling operations. If we
are unable to achieve such objectives, our consolidated results could be negatively affected.
If we are unable to successfully manage the possible negative consequences of our productivity initiatives, our business operations could be
adversely affected.
We believe that improved productivity is essential to achieving our long-term growth objectives and, therefore, a leading
priority of our Company is to design and implement the most effective and efficient business model possible. For information
regarding our productivity initiatives, refer to the heading “Operations Review — Other Operating Charges — Productivity and
Reinvestment Program” set forth in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and
20
Results of Operations” of this report. Some of the actions we are taking in furtherance of our productivity initiatives may become a
distraction for our managers and employees and may disrupt our ongoing business operations; cause deterioration in employee morale
which may make it more difficult for us to retain or attract qualified managers and employees; disrupt or weaken the internal control
structures of the affected business operations; and give rise to negative publicity which could affect our corporate reputation. If we
are unable to successfully manage the possible negative consequences of these actions, our business operations could be adversely
affected.
Global or regional catastrophic events could impact our operations and financial results.
Because of our global presence and worldwide operations, our business can be affected by large-scale terrorist acts, especially those
directed against the United States or other major industrialized countries; the outbreak or escalation of armed hostilities; major
natural disasters; or widespread outbreaks of infectious diseases. Such events could impair our ability to manage our business around
the world, could disrupt our supply of raw materials and ingredients, and could impact production, transportation and delivery of
concentrates, syrups and finished products. In addition, such events could cause disruption of regional or global economic activity,
which can affect consumers’ purchasing power in the affected areas and, therefore, reduce demand for our products.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2. PROPERTIES
Our worldwide headquarters is located on a 35-acre office complex in Atlanta, Georgia. The complex includes our 621,000 square foot
headquarters building and an 870,000 square foot building in which our North America group’s main offices are located. The complex
also includes several other buildings, including our 264,000 square foot Coca-Cola Plaza building, technical and engineering facilities
and a reception center. We also own an office and retail building at 711 Fifth Avenue in New York, New York. These properties, except
for the North America group’s main offices, are included in the Corporate operating segment.
We own or lease additional facilities, real estate and office space throughout the world which we use for administrative, manufacturing,
processing, packaging, storage, warehousing, distribution and retail operations. These properties are generally included in the
geographic operating segment in which they are located.
In North America, as of December 31, 2014, we owned 65 beverage production facilities, 10 principal beverage concentrate and/or
syrup manufacturing plants, one facility that manufactures juice concentrates for foodservice use, and two bottled water facilities;
we leased one beverage production facility, one bottled water facility and four container manufacturing facilities; and we operated
260 principal beverage distribution warehouses, of which 98 were leased and the rest were owned. Also included in the North America
operating segment is a portion of the Atlanta office complex consisting of the North America group’s main offices.
Additionally, outside of North America, as of December 31, 2014, our Company owned and operated 18 principal beverage
concentrate manufacturing plants, of which three are included in the Eurasia and Africa operating segment, three are included in
the Europe operating segment, five are included in the Latin America operating segment, and seven are included in the Asia Pacific
operating segment.
We own or hold a majority interest in or otherwise consolidate under applicable accounting rules bottling operations that, as of
December 31, 2014, owned 79 principal beverage bottling and canning plants located throughout the world. These plants are included
in the Bottling Investments operating segment.
Management believes that our Company’s facilities for the production of our products are suitable and adequate, that they are
being appropriately utilized in line with past experience, and that they have sufficient production capacity for their present intended
purposes. The extent of utilization of such facilities varies based upon seasonal demand for our products. However, management
believes that additional production can be obtained at the existing facilities by adding personnel and capital equipment and, at
some facilities, by adding shifts of personnel or expanding the facilities. We continuously review our anticipated requirements for
facilities and, on the basis of that review, may from time to time acquire additional facilities and/or dispose of existing facilities.
21
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal proceedings, including the proceedings specifically discussed below. Management believes
that the total liabilities to the Company that may arise as a result of currently pending legal proceedings will not have a material
adverse effect on the Company taken as a whole.
Aqua-Chem Litigation
On December 20, 2002, the Company filed a lawsuit (The Coca-Cola Company v. Aqua-Chem, Inc., Civil Action No. 2002CV631-50)
in the Superior Court of Fulton County, Georgia (the “Georgia Case”), seeking a declaratory judgment that the Company has no
obligation to its former subsidiary, Aqua-Chem, Inc., now known as Cleaver-Brooks, Inc. (“Aqua-Chem”), for any past, present or
future liabilities or expenses in connection with any claims or lawsuits against Aqua-Chem. Subsequent to the Company’s filing but
on the same day, Aqua-Chem filed a lawsuit (Aqua-Chem, Inc. v. The Coca-Cola Company, Civil Action No. 02CV012179) in the
Circuit Court, Civil Division of Milwaukee County, Wisconsin (the “Wisconsin Case”). In the Wisconsin Case, Aqua-Chem sought
a declaratory judgment that the Company is responsible for all liabilities and expenses not covered by insurance in connection with
certain of Aqua-Chem’s general and product liability claims arising from occurrences prior to the Company’s sale of Aqua-Chem in
1981, and a judgment for breach of contract in an amount exceeding $9 million for costs incurred by Aqua-Chem to date in connection
with such claims. The Wisconsin Case initially was stayed, pending final resolution of the Georgia Case, and later was voluntarily
dismissed without prejudice by Aqua-Chem.
The Company owned Aqua-Chem from 1970 to 1981. During that time, the Company purchased over $400 million of insurance
coverage, which also insures Aqua-Chem for some of its prior and future costs for certain product liability and other claims. The
Company sold Aqua-Chem to Lyonnaise American Holding, Inc., in 1981 under the terms of a stock sale agreement. The 1981
agreement, and a subsequent 1983 settlement agreement, outlined the parties’ rights and obligations concerning past and future
claims and lawsuits involving Aqua-Chem. Cleaver-Brooks, a division of Aqua-Chem, manufactured boilers, some of which contained
asbestos gaskets. Aqua-Chem was first named as a defendant in asbestos lawsuits in or around 1985 and currently has approximately
40,000 active claims pending against it.
The parties agreed in 2004 to stay the Georgia Case pending the outcome of insurance coverage litigation filed by certain
Aqua-Chem insurers on March 26, 2004. In the coverage action, five plaintiff insurance companies filed suit (Century Indemnity
Company, et al. v. Aqua-Chem, Inc., The Coca-Cola Company, et al., Case No. 04CV002852) in the Circuit Court, Civil Division of
Milwaukee County, Wisconsin, against the Company, Aqua-Chem and 16 insurance companies. Several of the policies that were the
subject of the coverage action had been issued to the Company during the period (1970 to 1981) when the Company owned
Aqua-Chem. The complaint sought a determination of the respective rights and obligations under the insurance policies issued with
regard to asbestos-related claims against Aqua-Chem. The action also sought a monetary judgment reimbursing any amounts paid by
the plaintiffs in excess of their obligations. Two of the insurers, one with a $15 million policy limit and one with a $25 million policy
limit, asserted cross-claims against the Company, alleging that the Company and/or its insurers are responsible for Aqua-Chem’s
asbestos liabilities before any obligation is triggered on the part of the cross-claimant insurers to pay for such costs under their
policies.
Aqua-Chem and the Company filed and obtained a partial summary judgment determination in the coverage action that the insurers
for Aqua-Chem and the Company were jointly and severally liable for coverage amounts, but reserving judgment on other defenses
that might apply. During the course of the Wisconsin insurance coverage litigation, Aqua-Chem and the Company reached settlements
with several of the insurers, including plaintiffs, who have paid or will pay funds into an escrow account for payment of costs arising
from the asbestos claims against Aqua-Chem. On July 24, 2007, the Wisconsin trial court entered a final declaratory judgment
regarding the rights and obligations of the parties under the insurance policies issued by the remaining defendant insurers, which
judgment was not appealed. The judgment directs, among other things, that each insurer whose policy is triggered is jointly and
severally liable for 100 percent of Aqua-Chem’s losses up to policy limits. The court’s judgment concluded the Wisconsin insurance
coverage litigation.
The Company and Aqua-Chem continued to pursue and obtain coverage agreements for the asbestos-related claims against
Aqua-Chem with those insurance companies that did not settle in the Wisconsin insurance coverage litigation. The Company
anticipated that a final settlement with three of those insurers (the “Chartis insurers”) would be finalized in May 2011, but the
Chartis insurers repudiated their settlement commitments and, as a result, Aqua-Chem and the Company filed suit against them in
Wisconsin state court to enforce the coverage-in-place settlement or, in the alternative, to obtain a declaratory judgment validating
Aqua-Chem and the Company’s interpretation of the court’s judgment in the Wisconsin insurance coverage litigation.
In February 2012, the parties filed and argued a number of cross-motions for summary judgment related to the issues of the
enforceability of the settlement agreement and the exhaustion of policies underlying those of the Chartis insurers. The court
granted defendants’ motions for summary judgment that the 2011 Settlement Agreement and 2010 Term Sheet were not binding
contracts, but denied their similar motions related to plaintiffs’ claims for promissory and/or equitable estoppel. On or about
22
May 15, 2012, the parties entered into a mutually agreeable settlement/stipulation resolving two major issues: exhaustion of underlying
coverage and control of defense. On or about January 10, 2013, the parties reached a settlement of the estoppel claims and all of the
remaining coverage issues, with the exception of one disputed issue relating to the scope of the Chartis insurers’ defense obligations
in two policy years. The trial court granted summary judgment in favor of the Company and Aqua-Chem on that one open issue and
entered a final appealable judgment to that effect following the parties’ settlement. On January 23, 2013, the Chartis insurers filed
a notice of appeal of the trial court’s summary judgment ruling. On October 29, 2013, the Wisconsin Court of Appeals affirmed the
grant of summary judgment in favor of the Company and Aqua-Chem. On November 27, 2013, the Chartis insurers filed a petition for
review in the Supreme Court of Wisconsin, and on December 11, 2013, the Company filed its opposition to that petition. On April 16,
2014, the Supreme Court of Wisconsin denied the Chartis insurers’ petition for review.
The Georgia Case remains subject to the stay agreed to in 2004.
Environmental Matter
The Company’s Atlanta Syrup Plant (“ASP”) discharges wastewater to a City of Atlanta wastewater treatment works pursuant to a
government-issued permit under the U.S. Clean Water Act and related state and local laws and regulations. The Company became
aware that wastewater-related reports filed by ASP with regulators may contain certain inaccurate information and in November 2012
made self-disclosure to the City of Atlanta regarding the matter as required by applicable law. As a result, regulatory authorities are
seeking monetary and/or other sanctions against the Company. The Company is in the process of negotiating a mutually acceptable
settlement with the regulatory authorities and believes that any sanctions that may ultimately be imposed will not be material to its
business, financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM X. EXECUTIVE OFFICERS OF THE COMPANY
The following are the executive officers of our Company as of February 25, 2015:
Ahmet C. Bozer, 54, is Executive Vice President of the Company and President of Coca-Cola International, which consists of the
Company’s Eurasia and Africa, Europe, Latin America and Asia Pacific operating groups. Mr. Bozer joined the Company in 1990 as
a Financial Control Manager. In 1992, he became the Region Finance Manager in Turkey. In 1994, he joined Coca-Cola Bottlers of
.
Turkey (now Coca-Cola I
the Company as President of the Eurasia Division, which became the Eurasia and Middle East Division in 2003. In 2006, Mr. Bozer
assumed the additional leadership responsibility for the Russia, Ukraine and Belarus Division. In 2007, with the addition of the India
and South West Asia Division under his responsibilities, Mr. Bozer was named President of the Eurasia Group. From July 1, 2008,
until December 31, 2012, Mr. Bozer served as President of the Eurasia and Africa Group. He was appointed President of Coca-Cola
International effective January 1, 2013, and was elected Executive Vice President of the Company on February 21, 2013.
çecek A.¸S.) as Finance Director and was named Managing Director in 1998. In 2000, Mr. Bozer rejoined
Alexander B. Cummings, Jr., 58, is Executive Vice President and Chief Administrative Officer of the Company. Mr. Cummings joined
the Company in 1997 as Deputy Region Manager, Nigeria. In 1998, Mr. Cummings was named Managing Director/Region Manager,
Nigeria, and in 2000, he became President of the North West Africa Division based in Morocco. In 2001, Mr. Cummings became
President of the Africa Group and served in this capacity until June 2008. Mr. Cummings was appointed Chief Administrative Officer
of the Company effective July 1, 2008, and was elected Executive Vice President of the Company effective October 15, 2008.
Marcos de Quinto, 56, is Executive Vice President and Chief Marketing Officer of the Company. Mr. De Quinto first joined the
Company in 1982 in the marketing department of Coca-Cola Spain, where he held positions including District Manager and
Merchandising Manager. In 1988, he left the Company to be Regional Manager for Southern Publicity Agencies ALAS BATES/BSB
Advertising before rejoining Coca-Cola Spain in 1990 as Marketing Services Manager. From September 1992 to September 1994,
Mr. De Quinto served as Senior Vice President, Marketing Operations Manager, Coca-Cola Southeast and West Asia, and from
September 1994 to February 1995, he served as Regional Manager for Singapore and Malaysia. From February 1995 to October 1996,
Mr. De Quinto served as Marketing Manager, Central Europe Division, and from October 1996 to January 2000, he served as Regional
Manager, Coca-Cola Spain. In January 2000, he was appointed President of the Iberia Business Unit and served in that role until his
appointment to the position of Chief Marketing Officer effective January 1, 2015. He also served as Vice President, Europe Group from
May 2007 to December 2012. Mr. De Quinto was elected Executive Vice President of the Company effective February 19, 2015.
23
J. Alexander M. Douglas, Jr., 53, is Senior Vice President and Global Chief Customer Officer of the Company and President of
Coca-Cola North America. Mr. Douglas joined the Company in January 1988 as a District Sales Manager for the Foodservice Division
of Coca-Cola USA. In May 1994, he was named Vice President of Coca-Cola USA, initially assuming leadership of the CCE Sales
and Marketing Group and eventually assuming leadership of the entire North American Field Sales and Marketing Groups. In 2000,
Mr. Douglas was appointed President of the North American Retail Division within the North America Group. He served as Senior
Vice President and Chief Customer Officer of the Company from 2003 until 2006 and continued serving as Senior Vice President until
April 2007. Mr. Douglas was President of the North America Group from August 2006 through December 31, 2012. He was appointed
Global Chief Customer Officer effective January 1, 2013, was elected Senior Vice President of the Company on February 21, 2013, and
was appointed President of Coca-Cola North America effective January 1, 2014.
Ceree Eberly, 52, is Senior Vice President and Chief People Officer of the Company, with responsibility for leading the Company’s
global People Function. Ms. Eberly joined the Company in 1990, serving in staffing, compensation and other roles supporting the
Company’s divisions around the world. From 1998 until 2003, she served as Human Resources Director for the Latin Center Division.
From 2003 until 2007, Ms. Eberly served as Vice President of the McDonald’s Division. She was appointed Group Human Resources
Director for Europe in July 2007 and served in that capacity until she was appointed Chief People Officer effective December 1, 2009.
Ms. Eberly was elected Senior Vice President of the Company effective April 1, 2010.
Irial Finan, 57, is Executive Vice President and President, Bottling Investments and Supply Chain. Mr. Finan joined the Company and
was named President, Bottling Investments in 2004. Mr. Finan joined the Coca-Cola system in 1981 with Coca-Cola Bottlers Ireland,
Ltd., where for several years he held a variety of accounting positions. From 1987 until 1990, Mr. Finan served as Finance Director
of Coca-Cola Bottlers Ireland, Ltd. From 1991 to 1993, he served as Managing Director of Coca-Cola Bottlers Ulster, Ltd. He was
Managing Director of Coca-Cola bottlers in Romania and Bulgaria until late 1994. From 1995 to 1999, he served as Managing Director
of Molino Beverages, with responsibility for expanding markets, including the Republic of Ireland, Northern Ireland, Romania,
Moldova, Russia and Nigeria. Mr. Finan served from 2001 until 2003 as Chief Executive Officer of Coca-Cola Hellenic. He was elected
Executive Vice President of the Company in October 2004.
Bernhard Goepelt, 52, is Senior Vice President, General Counsel and Chief Legal Counsel of the Company. Mr. Goepelt joined the
Company in 1992 as Legal Counsel for the German Division. In 1997, he was appointed Legal Counsel for the Middle and Far East
Group and in 1999 was appointed Division Counsel, Southeast and West Asia Division, based in Thailand. In 2003, Mr. Goepelt was
appointed Group Counsel for the Central Europe, Eurasia and Middle East Group. In 2005, he assumed the position of General
Counsel for Japan and China, and in 2007, Mr. Goepelt was appointed General Counsel, Pacific Group. In April 2010, he moved
to Atlanta, Georgia, to become Associate General Counsel, Global Marketing, Commercial Leadership & Strategy. In September
2010, Mr. Goepelt took on the additional responsibility of General Counsel for the Pacific Group. In addition to his functional
responsibilities, he also managed the administration of the Legal Division. Mr. Goepelt was elected Senior Vice President, General
Counsel and Chief Legal Counsel of the Company in December 2011.
Brent Hastie, 41, is Vice President, Strategy and Planning for the Company. Mr. Hastie first joined the Company in 2006 as Vice
President, Strategy and Planning for Coca-Cola North America. From March 2009 to July 2009, he served as Vice President,
Commercial Leadership, Still Beverages. From August 2009 to December 2010, he served as President and General Manager, Active
Lifestyles Brands. From January 2011 to April 2012, he served as Chief Strategy Officer for Coca-Cola Refreshments. In April 2012, he
left the Company to join Bain Capital, a global private investment firm, where he was Executive Vice President in the Private Equity
group until July 2013, when he returned to the Company and was appointed to his current position effective July 18, 2013. Prior to
joining the Company in 2006, Mr. Hastie was a Principal with McKinsey & Company, a global management consulting firm, where he
worked from July 1995 to June 1997 and again from August 1999 to April 2006.
Nathan Kalumbu, 50, is President of the Eurasia and Africa Group. Mr. Kalumbu joined the Company in 1990 as the Central Africa
region’s External Affairs Manager and served in numerous roles in marketing operations and country management in Zimbabwe,
Zambia and Malawi from 1992 to 1996. He held the role of Executive Assistant to the South Africa Division President from 1997
to 1998 and Region Manager for Central Africa from 1998 to 2000 and for Nigeria from 2000 to 2004. In 2004, Mr. Kalumbu was
appointed Business Planning Director and Executive Assistant to the Retail Division President, North America. He returned to the
Africa Group as Director of Business Strategy and Planning for the East and Central Africa Division in 2006. In 2007, he was named
President of the Central, East and West Africa (CEWA) business unit and served in that role until his appointment to his current
position effective January 1, 2013.
Muhtar Kent, 62, is Chairman of the Board of Directors, Chief Executive Officer and President of the Company. Mr. Kent
joined the Company in 1978 and held a variety of marketing and operations roles throughout his career with the Company. In
24
1985, he was appointed General Manager of Coca-Cola Turkey and Central Asia. From 1989 to 1995, Mr. Kent served as President
of the East Central Europe Division and Senior Vice President of Coca-Cola International. Between 1995 and 1998, he served as
Managing Director of Coca-Cola Amatil-Europe, covering bottling operations in 12 countries, and from 1999 until 2005, he served as
President and Chief Executive Officer of Efes Beverage Group, a diversified beverage company with Coca-Cola and beer operations
across Southeast Europe, Turkey and Central Asia. Mr. Kent rejoined the Company in May 2005 as President and Chief Operating
Officer, North Asia, Eurasia and Middle East Group, an organization serving a broad and diverse region that included China, Japan
and Russia. He was appointed President, Coca-Cola International in January 2006 and was elected Executive Vice President of the
Company in February 2006. He was elected President and Chief Operating Officer of the Company in December 2006 and was elected
to the Board of Directors in April 2008. Mr. Kent was elected Chief Executive Officer of the Company effective July 1, 2008, and was
elected Chairman of the Board of Directors of the Company in April 2009.
James Quincey, 50, is President of the Europe Group. Mr. Quincey joined the Company in 1996 as Director, Learning Strategy for
the Latin America Group. He moved to Mexico as Deputy to the Division President in 1999, became Region Manager for Argentina and
Uruguay in 2000, and then served as General Manager of the South Cone region (Argentina, Chile, Uruguay and Paraguay) in 2003.
Mr. Quincey was appointed President of the South Latin Division in December 2003 and President of the Mexico Division in
December 2005. In October 2008, he was named President of the Northwest Europe and Nordics business unit and served in that role
until his appointment to his current position effective January 1, 2013.
Atul Singh, 55, is President of the Asia Pacific Group. Mr. Singh joined the Company in 1998 as Vice President, Operations of the India
Division. In 2001, he moved to the China Division and served as Region Manager of East China from 2001 to 2002, Vice President of
Operations from 2002 to 2003, Deputy Division President of the China Division from 2003 to 2004 and President of the East, Central
and South China Division from January to August 2005. From September 2005 to June 2013, he served as President of the India and
South West Asia business unit. Mr. Singh served as Deputy President, Pacific Group, from July 2013 to December 2013 and served
as Group President, Asia, which is part of the Asia Pacific Group, from January 2014 to August 2014. Mr. Singh was appointed to his
current position effective September 1, 2014.
Brian Smith, 59, is President of the Latin America Group. Mr. Smith joined the Company in 1997 as Latin America Group Manager
for Mergers and Acquisitions, a role he held until July 2001. From 2001 to 2002, he worked as Executive Assistant to Brian Dyson,
then Chief Operating Officer and Vice Chairman of the Company. Mr. Smith served as President of the Brazil Division from 2002 to
2008 and President of the Mexico business unit from 2008 through December 2012. Mr. Smith was appointed to his current position
effective January 1, 2013.
Clyde C. Tuggle, 52, is Senior Vice President and Chief Public Affairs and Communications Officer of the Company. Mr. Tuggle joined
the Company in 1989 in the Corporate Issues Communications Department. In 1992, he was named Executive Assistant to Roberto
C. Goizueta, then Chairman and Chief Executive Officer of the Company, where he managed external affairs and communications
for the Office of the Chairman. In 1998, Mr. Tuggle transferred to the Company’s Central European Division Office in Vienna, where
he held a variety of positions, including Director of Operations Development, Deputy to the Division President and Region Manager
for Austria. In 2000, Mr. Tuggle returned to Atlanta, Georgia, as Executive Assistant to then Chairman and Chief Executive Officer
Douglas N. Daft and was elected Vice President of the Company. In February 2003, he was elected Senior Vice President of the
Company and appointed Director of Worldwide Public Affairs and Communications. From 2005 until September 2008, Mr. Tuggle
served as President of the Russia, Ukraine and Belarus Division. In September 2008, he returned to Atlanta, Georgia, to lead the
Company’s productivity efforts and oversee the Company’s Public Affairs and Communications and Strategic Security and Aviation
functions. Mr. Tuggle was elected Senior Vice President in October 2008 and in May 2009 was named to his current position.
Kathy N. Waller, 56, is Executive Vice President and Chief Financial Officer of the Company. Ms. Waller joined the Company in 1987 as
a senior accountant in the Accounting Research Department and has served in a number of accounting and finance roles of increasing
responsibility. From July 2004 to August 2009, Ms. Waller served as Chief of Internal Audit. In December 2005, she was elected Vice
President of the Company, and in August 2009, she was elected Controller. In August 2013, she became Vice President, Finance
and Controller, assuming additional responsibilities for corporate treasury, corporate tax and finance capabilities, and served in that
position until April 23, 2014, when she was appointed Chief Financial Officer and elected Executive Vice President.
All executive officers serve at the pleasure of the Board of Directors. There is no family relationship between any of the Directors or
executive officers of the Company.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
The principal United States market in which the Company’s common stock is listed and traded is the New York Stock Exchange.
The following table sets forth, for the quarterly reporting periods indicated, the high and low market prices per share for the
Company’s common stock, as reported on the New York Stock Exchange composite tape, and dividend per share information:
2014
Fourth quarter
Third quarter
Second quarter
First quarter
2013
Fourth quarter
Third quarter
Second quarter
First quarter
Common Stock
Market Prices
High
Low
Dividends
Declared
$ 45.00
42.57
42.29
41.23
$ 41.39
41.25
43.43
40.70
$ 39.80
39.06
38.04
36.89
$ 36.83
37.80
38.97
36.52
$ 0.305
0.305
0.305
0.305
$ 0.280
0.280
0.280
0.280
While we have historically paid dividends to holders of our common stock on a quarterly basis, the declaration and payment of future
dividends will depend on many factors, including, but not limited to, our earnings, financial condition, business development needs and
regulatory considerations, and are at the discretion of our Board of Directors.
As of February 23, 2015, there were 232,496 shareowner accounts of record. This figure does not include a substantially greater
number of “street name” holders or beneficial holders of our common stock, whose shares are held of record by banks, brokers and
other financial institutions.
The information under the principal heading “EQUITY COMPENSATION PLAN INFORMATION” in the Company’s definitive
Proxy Statement for the Annual Meeting of Shareowners to be held on April 29, 2015, to be filed with the Securities and Exchange
Commission (the “Company’s 2015 Proxy Statement”), is incorporated herein by reference.
During the fiscal year ended December 31, 2014, no equity securities of the Company were sold by the Company that were not
registered under the Securities Act of 1933, as amended.
26
The following table presents information with respect to purchases of common stock of the Company made during the three months
ended December 31, 2014, by the Company or any “affiliated purchaser” of the Company as defined in Rule 10b-18(a)(3) under the
Exchange Act.
Period
September 27, 2014 through October 24, 2014
October 25, 2014 through November 21, 2014
November 22, 2014 through December 31, 2014
Total
Total Number of
Shares Purchased1
5,150,833
9,997,513
11,721,766
26,870,112
Average
Price Paid
Per Share
$ 42.03
42.25
42.77
$ 42.43
Total Number of
Shares Purchased
as Part of Publicly
Announced Plan2
5,150,833
9,967,698
11,707,800
26,826,331
Maximum Number of
Shares That May
Yet Be Purchased
Under the Publicly
Announced Plan
345,200,820
335,233,122
323,525,322
1 The total number of shares purchased includes: (i) shares purchased pursuant to the 2012 Plan described in footnote 2 below, and (ii) shares
surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection with so-called stock swap exercises of
employee stock options and/or the vesting of restricted stock issued to employees, totaling zero shares, 29,815 shares and 13,966 shares for the fiscal
months of October, November and December 2014, respectively.
2 On October 18, 2012, the Company publicly announced that our Board of Directors had authorized a plan (the “2012 Plan”) for the Company to
purchase up to 500 million shares of our Company’s common stock. This column discloses the number of shares purchased pursuant to the 2012 Plan
during the indicated time periods (including shares purchased pursuant to the terms of preset trading plans meeting the requirements of Rule 10b5-1
under the Exchange Act).
27
Performance Graph
Comparison of Five-Year Cumulative Total Return Among
The Coca-Cola Company, the Peer Group Index and the S&P 500 Index
Total Return
Stock Price Plus Reinvested Dividends
December 31,
The Coca-Cola Company
Peer Group Index
S&P 500 Index
2009
2010
2011
2012
2013
$ 100
100
100
$ 119
119
115
$ 130
142
117
$ 139
156
136
$ 163
198
180
2014
$ 171
229
205
The total return assumes that dividends were reinvested daily and is based on a $100 investment on December 31, 2009.
The Peer Group Index is a self-constructed peer group of companies that are included in the Dow Jones Food and Beverage Group
and the Dow Jones Tobacco Group of companies, from which the Company has been excluded.
The Peer Group Index consists of the following companies: Altria Group, Inc., Archer Daniels Midland Company, B&G Foods,
Inc., Brown-Forman Corporation, Bunge Limited, Campbell Soup Company, Coca-Cola Enterprises, Inc., ConAgra Foods, Inc.,
Constellation Brands, Inc., Darling Ingredients Inc., Dean Foods Company, Dr Pepper Snapple Group, Inc., Flowers Foods, Inc.,
General Mills, Inc., The Hain Celestial Group, Inc., Herbalife Ltd., The Hershey Company, Hormel Foods Corporation, Ingredion
Incorporated, The J.M. Smucker Company, Kellogg Company, Keurig Green Mountain, Inc., Kraft Foods Inc., Lancaster Colony
Corporation, Leucadia National Corporation, Lorillard, Inc., McCormick & Company, Inc., Mead Johnson Nutrition Company,
Molson Coors Brewing Company, Mondel-ez International, Inc., Monster Beverage Corporation, PepsiCo, Inc., Philip Morris
International Inc., Post Holdings, Inc., Reynolds American Inc., TreeHouse Foods, Inc., Tyson Foods, Inc., and The WhiteWave
Foods Company.
Companies included in the Dow Jones Food and Beverage Group and the Dow Jones Tobacco Group change periodically. This year,
the groups do not include Beam Inc., The Hillshire Brands Company and Universal Corporation, all of which were included in the
groups last year.
28
ITEM 6. SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and consolidated financial statements and notes thereto contained in “Item 8. Financial
Statements and Supplementary Data” of this report.
Year Ended December 31,
2014
20131
2012
2011
20102
(In millions except per share data)
SUMMARY OF OPERATIONS
Net operating revenues
Net income attributable to shareowners of The Coca-Cola Company
$ 45,998
7,098
$ 46,854
8,584
$ 48,017 $ 46,542 $ 35,119
11,787
9,019
8,584
PER SHARE DATA
Basic net income
Diluted net income
Cash dividends
BALANCE SHEET DATA
Total assets
Long-term debt
$
$
1.62
1.60
1.22
$
1.94
1.90
1.12
2.00 $
1.97
1.02
1.88 $
1.85
0.94
2.55
2.53
0.88
$ 92,023
19,063
$ 90,055
19,154
$ 86,174 $ 79,974 $ 72,921
14,041
13,656
14,736
1 Includes the impact of the deconsolidation of the Brazilian and Philippine bottling operations. Refer to Note 2 of Notes to Consolidated Financial
Statements.
2 On October 2, 2010, the Company acquired CCE’s former North America business and sold our Norwegian and Swedish bottling operations to
New CCE.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to
help the reader understand The Coca-Cola Company, our operations and our present business environment. MD&A is provided as a
supplement to — and should be read in conjunction with — our consolidated financial statements and the accompanying notes thereto
contained in “Item 8. Financial Statements and Supplementary Data” of this report. This overview summarizes the MD&A, which
includes the following sections:
• Our Business — a general description of our business and the nonalcoholic beverage segment of the commercial beverage
industry, our objective, our strategic priorities, our core capabilities, and challenges and risks of our business.
• Critical Accounting Policies and Estimates — a discussion of accounting policies that require critical judgments and estimates.
• Operations Review — an analysis of our Company’s consolidated results of operations for the three years presented in our
consolidated financial statements. Except to the extent that differences among our operating segments are material to an
understanding of our business as a whole, we present the discussion in the MD&A on a consolidated basis.
• Liquidity, Capital Resources and Financial Position — an analysis of cash flows; off-balance sheet arrangements and aggregate
contractual obligations; foreign exchange; the impact of inflation and changing prices; and an overview of financial position.
29
Our Business
General
The Coca-Cola Company is the world’s largest beverage company. We own or license and market more than 500 nonalcoholic
beverage brands, primarily sparkling beverages but also a variety of still beverages such as waters, enhanced waters, juices and juice
drinks, ready-to-drink teas and coffees, and energy and sports drinks. We own and market four of the world’s top five nonalcoholic
sparkling beverage brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing our trademarks, sold in the
United States since 1886, are now sold in more than 200 countries.
We make our branded beverage products available to consumers throughout the world through our network of Company-owned
or -controlled bottling and distribution operations, bottling partners, distributors, wholesalers and retailers — the world’s largest
beverage distribution system. Beverages bearing trademarks owned by or licensed to us account for 1.9 billion of the approximately
57 billion servings of all beverages consumed worldwide every day.
We believe our success depends on our ability to connect with consumers by providing them with a wide variety of choices to meet
their desires, needs and lifestyle choices. Our success further depends on the ability of our people to execute effectively, every day.
Our goal is to use our Company’s assets — our brands, financial strength, unrivaled distribution system, global reach, and the talent
and strong commitment of our management and associates — to become more competitive and to accelerate growth in a manner that
creates value for our shareowners.
Our Company markets, manufactures and sells:
• beverage concentrates, sometimes referred to as “beverage bases,” and syrups, including fountain syrups (we refer to this part
of our business as our “concentrate business” or “concentrate operations”); and
• finished sparkling and still beverages (we refer to this part of our business as our “finished product business” or “finished
product operations”).
Generally, finished product operations generate higher net operating revenues but lower gross profit margins than concentrate
operations.
In our concentrate operations, we typically generate net operating revenues by selling concentrates and syrups to authorized bottling
and canning operations (to which we typically refer as our “bottlers” or our “bottling partners”). Our bottling partners either combine
the concentrates with sweeteners (depending on the product), still water and/or sparkling water, or combine the syrups with sparkling
water to produce finished beverages. The finished beverages are packaged in authorized containers — such as cans and refillable and
nonrefillable glass and plastic bottles — bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or,
in some cases, through wholesalers or other bottlers. Outside the United States, we also sell concentrates for fountain beverages to our
bottling partners who are typically authorized to manufacture fountain syrups, which they sell to fountain retailers such as restaurants
and convenience stores which use the fountain syrups to produce beverages for immediate consumption, or to authorized fountain
wholesalers who in turn sell and distribute the fountain syrups to fountain retailers.
Our finished product operations consist primarily of Company-owned or -controlled bottling, sales and distribution operations,
including CCR. Our Company-owned or -controlled bottling, sales and distribution operations, other than CCR, are included in our
Bottling Investments operating segment. CCR is included in our North America operating segment. Our finished product operations
generate net operating revenues by selling sparkling beverages and a variety of still beverages, such as juices and juice drinks, energy
and sports drinks, ready-to-drink teas and coffees, and certain water products, to retailers or to distributors, wholesalers and bottling
partners who distribute them to retailers. In addition, in the United States, we manufacture fountain syrups and sell them to fountain
retailers such as restaurants and convenience stores who use the fountain syrups to produce beverages for immediate consumption or
to authorized fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers. In the United States, we
authorize wholesalers to resell our fountain syrups through nonexclusive appointments that neither restrict us in setting the prices at
which we sell fountain syrups to the wholesalers nor restrict the territories in which the wholesalers may resell in the United States.
30
The following table sets forth the percentage of total net operating revenues related to concentrate operations and finished product
operations:
Year Ended December 31,
Concentrate operations1
Finished product operations2
Net operating revenues
2014
2013
2012
38 % 38% 38%
62
62
62
100% 100% 100%
1 Includes concentrates sold by the Company to authorized bottling partners for the manufacture of fountain syrups. The bottlers then typically sell the
fountain syrups to wholesalers or directly to fountain retailers.
2 Includes fountain syrups manufactured by the Company, including consolidated bottling operations, and sold to fountain retailers or to authorized
fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers.
The following table sets forth the percentage of total worldwide unit case volume related to concentrate operations and finished
product operations:
Year Ended December 31,
Concentrate operations1
Finished product operations2
Total worldwide unit case volume
2014
2013
2012
73% 72% 70%
27
28
30
100% 100% 100%
1 Includes unit case volume related to concentrates sold by the Company to authorized bottling partners for the manufacture of fountain syrups. The
bottlers then typically sell the fountain syrups to wholesalers or directly to fountain retailers.
2 Includes unit case volume related to fountain syrups manufactured by the Company, including consolidated bottling operations, and sold to fountain
retailers or to authorized fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers.
The Nonalcoholic Beverage Segment of the Commercial Beverage Industry
We operate in the highly competitive nonalcoholic beverage segment of the commercial beverage industry. We face strong competition
from numerous other general and specialty beverage companies. We, along with other beverage companies, are affected by a number
of factors, including, but not limited to, cost to manufacture and distribute products, consumer spending, economic conditions,
availability and quality of water, consumer preferences, inflation, political climate, local and national laws and regulations, foreign
currency exchange fluctuations, fuel prices and weather patterns.
Our Objective
Our objective is to use our formidable assets — our brands, financial strength, unrivaled distribution system, global reach, and
the talent and strong commitment of our management and associates — to achieve long-term sustainable growth. Our vision for
sustainable growth includes the following:
• People: Being a great place to work where people are inspired to be the best they can be.
• Portfolio: Bringing to the world a portfolio of beverage brands that anticipates and satisfies people’s desires and needs.
• Partners: Nurturing a winning network of partners and building mutual loyalty.
• Planet: Being a responsible global citizen that makes a difference.
• Profit: Maximizing return to shareowners while being mindful of our overall responsibilities.
• Productivity: Managing our people, time and money for greatest effectiveness.
To enable us to achieve our objective, we must further enhance our core capabilities of consumer marketing; commercial leadership;
franchise leadership; and bottling and distribution operations.
31
Core Capabilities
Consumer Marketing
Marketing investments are designed to enhance consumer awareness of, and increase consumer preference for, our brands.
Successful marketing investments produce long-term growth in unit case volume, per capita consumption and our share of worldwide
nonalcoholic beverage sales. Through our relationships with our bottling partners and those who sell our products in the marketplace,
we create and implement integrated marketing programs, both globally and locally, that are designed to heighten consumer awareness
of and product appeal for our brands. In developing a strategy for a Company brand, we conduct product and packaging research,
establish brand positioning, develop precise consumer communications and solicit consumer feedback. Our integrated marketing
activities include, but are not limited to, advertising, point-of-sale merchandising and sales promotions.
We are focusing on marketing strategies to drive volume growth in emerging markets, increasing our brand value in developing
markets and growing profit in our developed markets. In emerging markets, we are investing in infrastructure programs that drive
volume through increased access to consumers. In developing markets, where consumer access has largely been established, our focus
is on differentiating our brands. In our developed markets, we continue to invest in brands and infrastructure programs, but generally
at a slower rate than gross profit growth.
Commercial Leadership
The Coca-Cola system has millions of customers around the world who sell or serve our products directly to consumers. We focus on
enhancing value for our customers and providing solutions to grow their beverage businesses. Our approach includes understanding
each customer’s business and needs — whether that customer is a sophisticated retailer in a developed market or a kiosk owner in an
emerging market. We focus on ensuring that our customers have the right product and package offerings and the right promotional
tools to deliver enhanced value to themselves and the Company. We are constantly looking to build new beverage consumption
occasions in our customers’ outlets through unique and innovative consumer experiences, product availability and delivery systems,
and beverage merchandising and displays. We participate in joint brand-building initiatives with our customers in order to drive
customer preference for our brands. Through our commercial leadership initiatives, we embed ourselves further into our retail
customers’ businesses while developing strategies for better execution at the point of sale.
Franchise Leadership
We must continue to improve our franchise leadership capabilities to give our Company and our bottling partners the ability to grow
together through shared values, aligned incentives and a sense of urgency and flexibility that supports consumers’ always changing
needs and tastes. The financial health and success of our bottling partners are critical components of the Company’s success. We work
with our bottling partners to identify processes that enable us to quickly achieve scale and efficiencies, and we share best practices
throughout the bottling system. With our bottling partners, we work to produce differentiated beverages and packages that are
appropriate for the right channels and consumers. We also design business models for sparkling and still beverages in specific markets
to ensure that we appropriately share the value created by these beverages with our bottling partners. We will continue to build a
supply chain network that leverages the size and scale of the Coca-Cola system to gain a competitive advantage.
Bottling and Distribution Operations
Most of our Company beverage products are manufactured, sold and distributed by independent bottling partners. However, we
often acquire bottlers in underperforming markets where we believe we can use our resources and expertise to improve performance.
Owning such a controlling interest enables us to compensate for limited local resources; help focus the bottler’s sales and marketing
programs; assist in the development of the bottler’s business and information systems; and establish an appropriate capital structure
for the bottler.
Our Company has a long history of providing world-class customer service, demonstrating leadership in the marketplace and
leveraging the talent of our global workforce. In addition, we have an experienced bottler management team. All of these factors are
critical to build upon as we manage our growing bottling and distribution operations.
The Company has a deep commitment to continuously improving our business. This includes our efforts to develop innovative
packaging and merchandising solutions which help drive demand for our beverages and meet the growing needs of our consumers. As
we further transform the way we go to market, the Company continues to seek out ways to be more efficient.
32
Challenges and Risks
Being global provides unique opportunities for our Company. Challenges and risks accompany those opportunities. Our management
has identified certain challenges and risks that demand the attention of the nonalcoholic beverage segment of the commercial
beverage industry and our Company. Of these, six key challenges and risks are discussed below.
Obesity, Poor Diets and Inactive Lifestyles
The rates of obesity affecting communities, cultures and countries worldwide continue to be too high. There is growing concern among
consumers, public health professionals and government agencies about the health problems associated with obesity, which results from
poor diets that are too high in calories combined with inactive lifestyles. This concern represents a significant challenge to our industry.
We understand and recognize that obesity is a complex public health challenge and are committed to being a part of the solution.
We recognize the uniqueness of consumers’ lifestyles and dietary choices. All of our products can be part of an active, healthy
lifestyle that includes a sensible and balanced diet, proper hydration and regular physical activity. However, when it comes to weight
management, all calories count, whatever food or beverage they come from, including calories from our beverages.
The following four global initiatives will guide our efforts to address obesity and bring people together to pursue solutions:
• Offer low- or no-calorie beverage options
• Provide transparent nutrition information, featuring calories on the front of all of our packages
• Help get people moving by supporting physical activity programs
• Market responsibly, including no advertising to children under 12
We recognize the health of our business is interwoven with the well-being of our consumers, our employees and the communities we
serve, and we are working in cooperation with governments, educators and consumers.
Water Quality and Quantity
Water quality and quantity is an issue that increasingly requires our Company’s attention and collaboration with other companies,
suppliers, governments, nongovernmental organizations and communities where we operate. Water is a main ingredient in
substantially all of our products, is vital to the production of the agricultural ingredients on which our business relies and is needed in
our manufacturing process. It also is critical to the prosperity of the communities we serve. Water is a limited natural resource facing
unprecedented challenges from overexploitation, flourishing food demand, increasing pollution, poor management and the effects of
climate change.
Our Company has a robust water stewardship and management program and continues to work to improve water use efficiency,
treat wastewater prior to discharge and achieve our goal of replenishing the water that we and our bottling partners source and
use in our finished products. We regularly assess the specific water-related risks that we and many of our bottling partners face and
have implemented a formal water risk management program. We are actively collaborating with other companies, governments,
nongovernmental organizations and communities to advocate for needed water policy reforms and action to protect water availability
and quality around the world. We are working with our global partners to develop and implement sustainability-related water projects
that address local needs. We are encouraging improved water efficiency and conservation efforts throughout our system. Through
these integrated programs, we believe that our Company is in an excellent position to leverage the water-related knowledge we have
developed in the communities we serve — through source water availability assessments and planning, water resource management,
water treatment, wastewater treatment systems and models for working with communities and partners in addressing water and
sanitation needs. As demand for water continues to increase around the world, we expect commitment and continued action on our
part will be crucial to the successful long-term stewardship of this critical natural resource.
Evolving Consumer Preferences
We are impacted by shifting consumer demographics and needs, on-the-go lifestyles, aging populations and consumers who are
empowered with more information than ever. As a consequence, consumers want more choices. We are committed to meeting their
needs and to generating new growth through our portfolio of more than 500 brands and more than 3,600 beverage products, including
more than 1,000 low- and no-calorie products, new product offerings, innovative packaging and ingredient education efforts. We are
also committed to continuing to expand the variety of choices we provide to consumers to meet their ever-changing needs, desires and
lifestyles.
33
Increased Competition and Capabilities in the Marketplace
Our Company is facing strong competition from some well-established global companies and many local participants. We must
continue to strengthen our capabilities in marketing and innovation in order to maintain our brand loyalty and market share while we
strategically expand into other profitable segments of the nonalcoholic beverage segment of the commercial beverage industry.
Product Safety and Quality
As the world’s largest beverage company, we strive to meet the highest of standards in both product safety and product quality. We
are aware that some consumers have concerns and negative viewpoints regarding certain ingredients used in our products. Our system
works every day to share safe and refreshing beverages with the world. We have rigorous product and ingredient safety and quality
standards designed to ensure safety and quality in each of our products, and we drive innovation that provides new beverage options
to meet consumers’ evolving needs and preferences. Across the Coca-Cola system, we take great care in an effort to ensure that every
one of our beverages meets the highest standards for safety and quality.
We work to ensure consistent safety and quality through strong governance and compliance with applicable regulations and standards.
We stay current with new regulations, industry best practices and marketplace conditions and engage with standard-setting and
industry organizations. Additionally, we manufacture and distribute our products according to strict policies, requirements and
specifications set forth in an integrated quality management program that continually measures all operations within the
Coca-Cola system against the same stringent standards. Our quality management system also identifies and mitigates risks and drives
improvement. In our quality laboratories, we stringently measure the quality attributes of ingredients as well as samples of finished
products collected from the marketplace.
We perform due diligence to ensure that product and ingredient safety and quality standards are maintained in the more than
200 countries where our products are sold. We consistently reassess the relevance of our requirements and standards and continually
work to improve and refine them across our entire supply chain.
Food Security
Increased demand for commodities and decreased agricultural productivity in certain regions of the world as a result of changing
weather patterns may limit the availability or increase the cost of key agricultural commodities, such as sugarcane, corn, sugar beets,
citrus, coffee and tea, which are important sources of ingredients for our products and could impact the food security of communities
around the world. We are dedicated to implementing our sustainable sourcing commitment, which is founded on principles that protect
the environment, uphold workplace rights and help build more sustainable communities. To support this commitment, our programs
focus on economic opportunity, with an emphasis on female farmers, and environmental sustainability designed to help address these
agricultural challenges. Through joint efforts with farmers, communities, bottlers, suppliers and key partners, as well as our increased
and continued investment in sustainable agriculture, we can together help make a positive strategic impact on food security.
All of these challenges and risks — obesity, poor diets and inactive lifestyles; water quality and quantity; evolving consumer
preferences; increased competition and capabilities in the marketplace; product safety and quality; and food security — have the
potential to have a material adverse effect on the nonalcoholic beverage segment of the commercial beverage industry and on our
Company; however, we believe our Company is well positioned to appropriately address these challenges and risks.
See also “Item 1A. Risk Factors’’ in Part I of this report for additional information about risks and uncertainties facing our Company.
34
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States,
which require management to make estimates, judgments and assumptions that affect the amounts reported in our consolidated
financial statements and accompanying notes. We believe our most critical accounting policies and estimates relate to the following:
• Principles of Consolidation
• Recoverability of Noncurrent Assets
• Pension Plan Valuations
• Revenue Recognition
• Income Taxes
Management has discussed the development, selection and disclosure of critical accounting policies and estimates with the Audit
Committee of the Company’s Board of Directors. While our estimates and assumptions are based on our knowledge of current events
and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. For a discussion
of the Company’s significant accounting policies, refer to Note 1 of Notes to Consolidated Financial Statements.
Principles of Consolidation
Our Company consolidates all entities that we control by ownership of a majority voting interest as well as variable interest entities
for which our Company is the primary beneficiary. Generally, we consolidate only business enterprises that we control by ownership
of a majority voting interest. However, there are situations in which consolidation is required even though the usual condition
of consolidation (ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest
in another business enterprise that was achieved through arrangements that do not involve voting interests, which results in a
disproportionate relationship between such entity’s voting interests in, and its exposure to the economic risks and potential rewards of,
the other business enterprise. This disproportionate relationship results in what is known as a variable interest, and the entity in which
we have the variable interest is referred to as a “VIE.” An enterprise must consolidate a VIE if it is determined to be the primary
beneficiary of the VIE. The primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact
the entity’s economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could
potentially be significant to the VIE.
Our Company holds interests in certain VIEs, primarily bottling and container manufacturing operations, for which we were not
determined to be the primary beneficiary. Our variable interests in these VIEs primarily relate to profit guarantees or subordinated
financial support. Refer to Note 11 of Notes to Consolidated Financial Statements. Although these financial arrangements resulted
in our holding variable interests in these entities, they did not empower us to direct the activities of the VIEs that most significantly
impact the VIEs’ economic performance. Our Company’s investments, plus any loans and guarantees, related to these VIEs totaled
$2,274 million and $2,171 million as of December 31, 2014 and 2013, respectively, representing our maximum exposures to loss. The
Company’s investments, plus any loans and guarantees, related to these VIEs were not significant to the Company’s consolidated
financial statements.
In addition, our Company holds interests in certain VIEs, primarily bottling and container manufacturing operations, for which we
were determined to be the primary beneficiary. As a result, we have consolidated these entities. Our Company’s investments, plus any
loans and guarantees, related to these VIEs totaled $266 million and $284 million as of December 31, 2014 and 2013, respectively,
representing our maximum exposures to loss. The assets and liabilities of VIEs for which we are the primary beneficiary were not
significant to the Company’s consolidated financial statements.
Creditors of our VIEs do not have recourse against the general credit of the Company, regardless of whether they are accounted for as
consolidated entities.
35
Recoverability of Noncurrent Assets
We perform recoverability and impairment tests of noncurrent assets in accordance with accounting principles generally accepted in
the United States. For certain assets, recoverability and/or impairment tests are required only when conditions exist that indicate the
carrying value may not be recoverable. For other assets, impairment tests are required at least annually, or more frequently, if events
or circumstances indicate that an asset may be impaired.
Our equity method investees also perform such recoverability and/or impairment tests. If an impairment charge is recorded by one
of our equity method investees, the Company records its proportionate share of such charge as a reduction of equity income (loss) —
net in our consolidated statements of income. However, the actual amount we record with respect to our proportionate share of such
charges may be impacted by items such as basis differences, deferred taxes and deferred gains.
Management’s assessments of the recoverability and impairment tests of noncurrent assets involve critical accounting estimates. These
estimates require significant management judgment, include inherent uncertainties and are often interdependent; therefore, they do
not change in isolation. Factors that management must estimate include, among others, the economic life of the asset, sales volume,
pricing, cost of raw materials, delivery costs, inflation, cost of capital, marketing spending, foreign currency exchange rates, tax rates,
capital spending and proceeds from the sale of assets. These factors are even more difficult to predict when global financial markets
are highly volatile. The estimates we use when assessing the recoverability of noncurrent assets are consistent with those we use in our
internal planning. When performing impairment tests, we estimate the fair values of the assets using management’s best assumptions,
which we believe would be consistent with what a hypothetical marketplace participant would use. Estimates and assumptions used
in these tests are evaluated and updated as appropriate. The variability of these factors depends on a number of conditions, including
uncertainty about future events, and thus our accounting estimates may change from period to period. If other assumptions and
estimates had been used when these tests were performed, impairment charges could have resulted. As mentioned above, these factors
do not change in isolation and, therefore, we do not believe it is practicable or meaningful to present the impact of changing a single
factor. Furthermore, if management uses different assumptions or if different conditions occur in future periods, future impairment
charges could result. Refer to the heading “Operations Review” below for additional information related to our present business
environment. Certain factors discussed above are impacted by our current business environment and are discussed throughout this
report, as appropriate.
Our Company faces many uncertainties and risks related to various economic, political and regulatory environments in the countries
in which we operate, particularly in developing or emerging markets. Refer to the heading “Our Business — Challenges and Risks”
above and “Item 1A. Risk Factors” in Part I of this report. As a result, management must make numerous assumptions which involve
a significant amount of judgment when completing recoverability and impairment tests of noncurrent assets in various regions around
the world.
Investments in Equity and Debt Securities
The carrying values of our investments in equity securities are determined using the equity method, the cost method or the fair value
method. We account for investments in companies that we do not control or account for under the equity method either at fair value or
under the cost method, as applicable. Investments in equity securities, other than investments accounted for under the equity method,
are carried at fair value if the fair value of the security is readily determinable. Equity investments carried at fair value are classified
as either trading or available-for-sale securities. Realized and unrealized gains and losses on trading securities and realized gains and
losses on available-for-sale securities are included in net income. Unrealized gains and losses, net of deferred taxes, on available-for-
sale securities are included in our consolidated balance sheets as a component of accumulated other comprehensive income (loss)
(“AOCI”), except for the change in fair value attributable to the currency risk being hedged, if applicable, which is included in net
income. Trading securities are reported as either marketable securities or other assets in our consolidated balance sheets. Securities
classified as available-for-sale are reported as either marketable securities or other investments in our consolidated balance sheets,
depending on the length of time we intend to hold the investment. Investments in equity securities that do not qualify for fair value
accounting or equity method accounting are accounted for under the cost method. In accordance with the cost method, our initial
investment is recorded at cost and we record dividend income when applicable dividends are declared. Cost method investments are
reported as other investments in our consolidated balance sheets.
Our investments in debt securities are carried at either amortized cost or fair value. Investments in debt securities that the Company
has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in
debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale.
36
The following table presents the carrying values of our investments in equity and debt securities (in millions):
December 31, 2014
Equity method investments
Securities classified as available-for-sale
Securities classified as trading
Cost method investments
Total
* Accounts for less than 1 percent of the Company’s total assets.
Carrying
Value
$ 9,947
7,879
409
166
$ 18,401
Percentage
of Total
Assets
11%
9
*
*
20%
Investments classified as trading securities are not assessed for impairment, since they are carried at fair value with the change in fair
value included in net income. We review our investments in equity and debt securities that are accounted for using the equity method
or cost method or that are classified as available-for-sale or held-to-maturity each reporting period to determine whether a significant
event or change in circumstances has occurred that may have an adverse effect on the fair value of each investment. When such events
or changes occur, we evaluate the fair value compared to our cost basis in the investment. We also perform this evaluation every
reporting period for each investment for which our cost basis has exceeded the fair value in the prior period. The fair values of most of
our Company’s investments in publicly traded companies are often readily available based on quoted market prices. For investments
in nonpublicly traded companies, management’s assessment of fair value is based on valuation methodologies including discounted
cash flows, estimates of sales proceeds and appraisals, as appropriate. We consider the assumptions that we believe hypothetical
marketplace participants would use in evaluating estimated future cash flows when employing the discounted cash flow or estimates
of sales proceeds valuation methodologies. The ability to accurately predict future cash flows, especially in emerging and developing
markets, may impact the determination of fair value.
In the event the fair value of an investment declines below our cost basis, management is required to determine if the decline in fair
value is other than temporary. If management determines the decline is other than temporary, an impairment charge is recorded.
Management’s assessment as to the nature of a decline in fair value is based on, among other things, the length of time and the extent
to which the market value has been less than our cost basis, the financial condition and near-term prospects of the issuer, and our
intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.
In 2013, four of the Company’s Japanese bottling partners merged as Coca-Cola East Japan Bottling Company, Ltd. (“CCEJ”), a
publicly traded entity, through a share exchange. The terms of the agreement included the issuance of new shares of one of the publicly
traded bottlers in exchange for 100 percent of the outstanding shares of the remaining three bottlers according to an agreed-upon
share exchange ratio. As a result, the Company recorded a net charge of $114 million for those investments in which the Company’s
carrying value was greater than the fair value of the shares received. These charges were recorded in the line item other income (loss)
— net in our consolidated statement of income and impacted the Corporate operating segment. Refer to the heading “Operations
Review — Other Income (Loss) — Net” below as well as Note 16 and Note 17 of Notes to Consolidated Financial Statements.
In 2012, the Company recognized impairment charges of $16 million as a result of the other-than-temporary decline in the fair values
of certain cost method investments. These impairment charges were recorded in the line item other income (loss) — net in our
consolidated statement of income and impacted the Corporate operating segment. Refer to the heading “Operations Review — Other
Income (Loss) — Net” below as well as Note 17 of Notes to Consolidated Financial Statements.
37
The following table presents the difference between calculated fair values, based on quoted closing prices of publicly traded shares,
and our Company’s cost basis in publicly traded bottlers accounted for as equity method investments (in millions):
December 31, 2014
Coca-Cola FEMSA, S.A.B. de C.V.
Coca-Cola Amatil Limited
Coca-Cola HBC AG
Coca-Cola ˙I¸cecek A.S¸.
Coca-Cola East Japan Bottling Company, Ltd.
Embotelladora Andina S.A.
Corporación Lindley S.A.
Coca-Cola Bottling Co. Consolidated
Total
Other Assets
Fair
Value
Carrying
Value Difference
$ 5,012
1,699
1,639
1,159
618
373
221
219
$ 2,150
761
1,367
253
447
311
108
100
$ 2,862
938
272
906
171
62
113
119
$ 10,940
$ 5,497
$ 5,443
Our Company invests in infrastructure programs with our bottlers that are directed at strengthening our bottling system and increasing
unit case volume. Additionally, our Company advances payments to certain customers for distribution rights as well as to fund future
marketing activities intended to generate profitable volume and expenses such payments over the periods benefited. Payments
under these programs are generally capitalized and reported in the line items prepaid expenses and other assets or other assets, as
appropriate, in our consolidated balance sheets. When facts and circumstances indicate that the carrying value of these assets (or
asset groups) may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of sales
volume and the resulting gross profit and cash flows. These estimated future cash flows are consistent with those we use in our internal
planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we
recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value.
Property, Plant and Equipment
As of December 31, 2014, the carrying value of our property, plant and equipment, net of depreciation, was $14,633 million, or
16 percent of our total assets. Certain events or changes in circumstances may indicate that the recoverability of the carrying amount
or remaining useful life of property, plant and equipment should be assessed, including, among others, the manner or length of time
in which the Company intends to use the asset, a significant decrease in market value, a significant change in the business climate in a
particular market, or a current period operating or cash flow loss combined with historical losses or projected future losses. When such
events or changes in circumstances are present and an impairment review is performed, we estimate the future cash flows expected
to result from the use of the asset (or asset group) and its eventual disposition. These estimated future cash flows are consistent with
those we use in our internal planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is
less than the carrying amount, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying
amount exceeds the fair value. We use a variety of methodologies to determine the fair value of property, plant and equipment,
including appraisals and discounted cash flow models, which are consistent with the assumptions we believe hypothetical marketplace
participants would use.
Goodwill, Trademarks and Other Intangible Assets
Intangible assets are classified into one of three categories: (1) intangible assets with definite lives subject to amortization,
(2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. For intangible assets with definite lives, tests for
impairment must be performed if conditions exist that indicate the carrying value may not be recoverable. For intangible assets with
indefinite lives and goodwill, tests for impairment must be performed at least annually or more frequently if events or circumstances
indicate that assets might be impaired.
38
The following table presents the carrying values of intangible assets included in our consolidated balance sheet (in millions):
December 31, 2014
Goodwill
Bottlers’ franchise rights with indefinite lives
Trademarks with indefinite lives
Definite-lived intangible assets, net
Other intangible assets not subject to amortization
Total
* Accounts for less than 1 percent of the Company’s total assets.
1 The total percentage does not add due to rounding.
Carrying
Value
$ 12,100
6,689
6,533
880
170
$ 26,372
Percentage
of Total
Assets1
13%
7
7
1
*
29%
When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, management
assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting gross profit and cash flows.
These estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash
flows (undiscounted and without interest charges) is less than the carrying amount of the asset (or asset group), we recognize an
impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. We use a variety
of methodologies to determine the fair value of these assets, including discounted cash flow models, which are consistent with the
assumptions we believe hypothetical marketplace participants would use.
We test intangible assets determined to have indefinite useful lives, including trademarks, franchise rights and goodwill, for
impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. Our Company performs
these annual impairment reviews as of the first day of our third fiscal quarter. We use a variety of methodologies in conducting
impairment assessments of indefinite-lived intangible assets, including, but not limited to, discounted cash flow models, which are
based on the assumptions we believe hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than
goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.
The Company has the option to perform a qualitative assessment of indefinite-lived intangible assets, other than goodwill, prior to
completing the impairment test described above. The Company must assess whether it is more likely than not that the fair value of the
intangible asset is less than its carrying amount. If the Company concludes that this is the case, it must perform the testing described
above. Otherwise, the Company does not need to perform any further assessment. During 2014, the Company performed qualitative
assessments on less than 10 percent of our indefinite-lived intangible assets balance.
We perform impairment tests of goodwill at our reporting unit level, which is one level below our operating segments. Our operating
segments are primarily based on geographic responsibility, which is consistent with the way management runs our business. Our
operating segments are subdivided into smaller geographic regions or territories that we sometimes refer to as “business units”. These
business units are also our reporting units. The Bottling Investments operating segment includes all Company-owned or consolidated
bottling operations, regardless of geographic location, except for bottling operations managed by CCR, which are included in
our North America operating segment. Generally, each Company-owned or consolidated bottling operation within our Bottling
Investments operating segment is its own reporting unit. Goodwill is assigned to the reporting unit or units that benefit from the
synergies arising from each business combination.
The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting
unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting
unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If
the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order
to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill
with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value,
an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of
goodwill.
The Company has the option to perform a qualitative assessment of goodwill prior to completing the two-step process
described above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying
amount, including goodwill and other intangible assets. If the Company concludes that this is the case, it must perform the two-
39
step process. Otherwise, the Company will forego the two-step process and does not need to perform any further testing. During 2014,
the Company performed qualitative assessments on less than 10 percent of our consolidated goodwill balance.
Intangible assets acquired in recent transactions are naturally more susceptible to impairment, primarily due to the fact that they are
recorded at fair value based on recent operating plans and macroeconomic conditions present at the time of acquisition. Consequently,
if operating results and/or macroeconomic conditions deteriorate shortly after an acquisition, it could result in the impairment of
the acquired assets. A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows
used in our cash flow models but may also negatively impact other assumptions used in our analyses, including, but not limited to, the
estimated cost of capital and/or discount rates. Additionally, as discussed above, in accordance with accounting principles generally
accepted in the United States, we are required to ensure that assumptions used to determine fair value in our analyses are consistent
with the assumptions a hypothetical marketplace participant would use. As a result, the cost of capital and/or discount rates used in
our analyses may increase or decrease based on market conditions and trends, regardless of whether our Company’s actual cost of
capital has changed. Therefore, if the cost of capital and/or discount rates change, our Company may recognize an impairment of
an intangible asset in spite of realizing actual cash flows that are approximately equal to, or greater than, our previously forecasted
amounts. The Company did not record any significant impairment charges related to intangible assets during the year ended
December 31, 2014.
During 2013, the Company recorded charges of $195 million related to certain intangible assets. These charges included $113 million
related to the impairment of trademarks recorded in our Bottling Investments and Asia Pacific operating segments. These impairments
were primarily due to a strategic decision to phase out certain local-market brands, which resulted in a change in the expected useful
life of the intangible assets, and were determined by comparing the fair value of the trademarks, derived using discounted cash flow
analyses, to the current carrying value. Additionally, the remaining charge of $82 million related to goodwill recorded in our Bottling
Investments operating segment. This charge was primarily the result of management’s revised outlook on market conditions and
volume performance. The total impairment charges of $195 million were recorded in our Corporate operating segment in the line item
other operating charges in our consolidated statements of income.
As of December 31, 2014, we did not have any reporting unit with a material amount of goodwill for which it is reasonably likely that
it will fail step one of a goodwill impairment test in the near term. However, if macroeconomic conditions worsen or our current
financial projections are not achieved, it is possible that we may experience significant impairments of some of our intangible assets,
which would require us to recognize impairment charges. On June 7, 2007, our Company acquired Energy Brands Inc., also known as
glacéau, for approximately $4.1 billion. The Company allocated $3.3 billion of the purchase price to various trademarks acquired in
this business combination. While the combined fair value of the various trademarks acquired in this transaction significantly exceeds
their combined carrying values as of December 31, 2014, the fair value of one trademark within the portfolio has declined and now
approximates its carrying value. The operating results of this trademark for the year ended December 31, 2014, were lower than our
business plan projections for the year. If the future operating results of this trademark do not support the current near-term financial
projections, or if macroeconomic conditions change causing the cost of capital and/or discount rate to increase without an offsetting
increase in the operating results, it is likely that we would be required to recognize an impairment charge related to this trademark.
Management will continue to monitor the fair value of our intangible assets in future periods.
Pension Plan Valuations
Our Company sponsors and/or contributes to pension and postretirement health care and life insurance benefit plans covering
substantially all U.S. employees. We also sponsor nonqualified, unfunded defined benefit pension plans for certain associates and
participate in multi-employer pension plans in the United States. In addition, our Company and its subsidiaries have various pension
plans and other forms of postretirement arrangements outside the United States.
Management is required to make certain critical estimates related to actuarial assumptions used to determine our pension expense and
related obligation. We believe the most critical assumptions are related to (1) the discount rate used to determine the present value
of the liabilities and (2) the expected long-term rate of return on plan assets. All of our actuarial assumptions are reviewed annually.
Changes in these assumptions could have a material impact on the measurement of our pension expense and related obligation.
At each measurement date, we determine the discount rate by reference to rates of high-quality, long-term corporate bonds that
mature in a pattern similar to the future payments we anticipate making under the plans. As of December 31, 2014 and 2013, the
weighted-average discount rate used to compute our benefit obligation was 3.75 percent and 4.75 percent, respectively.
The expected long-term rate of return on plan assets is based upon the long-term outlook of our investment strategy as well as
our historical returns and volatilities for each asset class. We also review current levels of interest rates and inflation to assess
the reasonableness of our long-term rates. Our pension plan investment objective is to ensure all of our plans have sufficient
40
funds to meet their benefit obligations when they become due. As a result, the Company periodically revises asset allocations, where
appropriate, to improve returns and manage risk. The weighted-average expected long-term rate of return used to calculate our
pension expense was 8.25 percent in 2014 and 2013.
Effective December 31, 2014, the Company revised our mortality assumptions used to determine the projected benefit obligation of
the U.S. defined benefit pension plans. The revised assumptions were derived from the mortality tables and the mortality improvement
scales published by the Society of Actuaries in October 2014. The change in mortality assumptions for the U.S. plans resulted in an
increase in the projected benefit obligation at December 31, 2014, of approximately $210 million.
In 2014, the Company’s total pension expense related to defined benefit plans was $34 million. In 2015, we expect our total pension
expense to be approximately $134 million. The anticipated increase is primarily due to a decrease in the weighted-average discount
rate used to calculate the Company’s benefit obligation, unfavorable asset performance compared to our expected return during
2014 and the adoption of more conservative mortality assumptions for U.S. plans offset by the impact of approximately $90 million
of contributions the Company expects to make in 2015 to its international plans. The estimated impact of a 50 basis-point decrease in
the discount rate on our 2015 pension expense is an increase to our pension expense of approximately $47 million. Additionally, the
estimated impact of a 50 basis-point decrease in the expected long-term rate of return on plan assets on our 2015 pension expense is an
increase to our pension expense of approximately $31 million.
The sensitivity information provided above is based only on changes to the actuarial assumptions used for our U.S. pension plans.
As of December 31, 2014, the Company’s primary U.S. plan represented 58 percent and 61 percent of the Company’s consolidated
projected pension benefit obligation and pension assets, respectively. Refer to Note 13 of Notes to Consolidated Financial Statements
for additional information about our pension plans and related actuarial assumptions.
Revenue Recognition
We recognize revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales price is fixed or
determinable and collectibility is reasonably assured. For our Company, this generally means that we recognize revenue when title to
our products is transferred to our bottling partners, resellers or other customers. Title usually transfers upon shipment to or receipt
at our customers’ locations, as determined by the specific sales terms of each transaction. Our sales terms do not allow for a right of
return except for matters related to any manufacturing defects on our part.
Our customers can earn certain incentives which are included in deductions from revenue, a component of net operating revenues
in our consolidated statements of income. These incentives include, but are not limited to, cash discounts, funds for promotional
and marketing activities, volume-based incentive programs and support for infrastructure programs. Refer to Note 1 of Notes to
Consolidated Financial Statements. The aggregate deductions from revenue recorded by the Company in relation to these programs,
including amortization expense on infrastructure programs, were $7.0 billion, $6.9 billion and $6.1 billion in 2014, 2013 and 2012,
respectively. In preparing the financial statements, management must make estimates related to the contractual terms, customer
performance and sales volume to determine the total amounts recorded as deductions from revenue. Management also considers
past results in making such estimates. The actual amounts ultimately paid may be different from our estimates. Such differences are
recorded once they have been determined and have historically not been significant.
Income Taxes
Our annual tax rate is based on our income, statutory tax rates and tax planning opportunities available to us in the various
jurisdictions in which we operate. Significant judgment is required in determining our annual tax expense and in evaluating our tax
positions. We establish reserves to remove some or all of the tax benefit of any of our tax positions at the time we determine that the
positions become uncertain based upon one of the following: (1) the tax position is not “more likely than not” to be sustained, (2) the
tax position is “more likely than not” to be sustained, but for a lesser amount, or (3) the tax position is “more likely than not” to be
sustained, but not in the financial period in which the tax position was originally taken. For purposes of evaluating whether or not a tax
position is uncertain, (1) we presume the tax position will be examined by the relevant taxing authority that has full knowledge of all
relevant information, (2) the technical merits of a tax position are derived from authorities such as legislation and statutes, legislative
intent, regulations, rulings and case law and their applicability to the facts and circumstances of the tax position, and (3) each tax
position is evaluated without considerations of the possibility of offset or aggregation with other tax positions taken. We adjust these
reserves, including any impact on the related interest and penalties, in light of changing facts and circumstances, such as the progress
of a tax audit. Refer to the heading “Operations Review — Income Taxes” below and Note 14 of Notes to Consolidated Financial
Statements.
41
A number of years may elapse before a particular matter for which we have established a reserve is audited and finally resolved.
The number of years with open tax audits varies depending on the tax jurisdiction. The tax benefit that has been previously reserved
because of a failure to meet the “more likely than not” recognition threshold would be recognized in our income tax expense in the
first interim period when the uncertainty disappears under any one of the following conditions: (1) the tax position is “more likely than
not” to be sustained, (2) the tax position, amount, and/or timing is ultimately settled through negotiation or litigation, or (3) the statute
of limitations for the tax position has expired. Settlement of any particular issue would usually require the use of cash.
Tax law requires items to be included in the tax return at different times than when these items are reflected in the consolidated
financial statements. As a result, the annual tax rate reflected in our consolidated financial statements is different from that reported
in our tax return (our cash tax rate). Some of these differences are permanent, such as expenses that are not deductible in our tax
return, and some differences reverse over time, such as depreciation expense. These timing differences create deferred tax assets and
liabilities. Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax
bases of assets and liabilities. The tax rates used to determine deferred tax assets or liabilities are the enacted tax rates in effect for the
year and manner in which the differences are expected to reverse. Based on the evaluation of all available information, the Company
recognizes future tax benefits, such as net operating loss carryforwards, to the extent that realizing these benefits is considered more
likely than not.
We evaluate our ability to realize the tax benefits associated with deferred tax assets by analyzing our forecasted taxable income using
both historical and projected future operating results; the reversal of existing taxable temporary differences; taxable income in prior
carryback years (if permitted); and the availability of tax planning strategies. A valuation allowance is required to be established
unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated
with a deferred tax asset. As of December 31, 2014, the Company’s valuation allowances on deferred tax assets were $649 million
and primarily related to uncertainties regarding the future realization of recorded tax benefits on tax loss carryforwards generated in
various jurisdictions. Current evidence does not suggest we will realize sufficient taxable income of the appropriate character within
the carryforward period to allow us to realize these deferred tax benefits. If we were to identify and implement tax planning strategies
to recover these deferred tax assets or generate sufficient income of the appropriate character in these jurisdictions in the future, it
could lead to the reversal of these valuation allowances and a reduction of income tax expense. The Company believes it will generate
sufficient future taxable income to realize the tax benefits related to the remaining net deferred tax assets in our consolidated balance
sheets.
The Company does not record a U.S. deferred tax liability for the excess of the book basis over the tax basis of its investments in
foreign corporations to the extent that the basis difference results from earnings that meet the indefinite reversal criteria. These
criteria are met if the foreign subsidiary has invested, or will invest, the undistributed earnings indefinitely. The decision as to the
amount of undistributed earnings that the Company intends to maintain in non-U.S. subsidiaries takes into account items including,
but not limited to, forecasts and budgets of financial needs of cash for working capital, liquidity plans, capital improvement programs,
merger and acquisition plans, and planned loans to other non-U.S. subsidiaries. The Company also evaluates its expected cash
requirements in the United States. Other factors that can influence that determination are local restrictions on remittances (for
example, in some countries a central bank application and approval are required in order for the Company’s local country subsidiary
to pay a dividend), economic stability and asset risk. As of December 31, 2014, undistributed earnings of the Company’s foreign
subsidiaries that met the indefinite reversal criteria amounted to $33.3 billion. Refer to Note 14 of Notes to Consolidated Financial
Statements.
The Company’s effective tax rate is expected to be approximately 22.5 percent in 2015. This estimated tax rate does not reflect the
impact of any unusual or special items that may affect our tax rate in 2015.
Operations Review
Our organizational structure as of December 31, 2014, consisted of the following operating segments, the first six of which are
sometimes referred to as “operating groups” or “groups”: Eurasia and Africa; Europe; Latin America; North America; Asia Pacific;
Bottling Investments; and Corporate. For further information regarding our operating segments, refer to Note 19 of Notes to
Consolidated Financial Statements.
Structural Changes, Acquired Brands and Newly Licensed Brands
In order to continually improve upon the Company’s operating performance, from time to time, we engage in buying and selling
ownership interests in bottling partners and other manufacturing operations. In addition, we also acquire brands or enter into license
agreements for certain brands to supplement our beverage offerings. These items impact our operating results and certain key metrics
used by management in assessing the Company’s performance.
42
Unit case volume growth is a metric used by management to evaluate the Company’s performance because it measures demand for
our products at the consumer level. The Company’s unit case volume represents the number of unit cases (or unit case equivalents) of
Company beverage products directly or indirectly sold by the Company and its bottling partners to customers and, therefore, reflects
unit case volume for consolidated and unconsolidated bottlers. Refer to the heading “Beverage Volume” below.
Concentrate sales volume represents the amount of concentrates and syrups (in all cases expressed in equivalent unit cases) sold by, or
used in finished products sold by, the Company to its bottling partners or other customers. Refer to the heading “Beverage Volume”
below.
Our Bottling Investments operating segment and our other finished product operations, including the finished product operations
in our North America operating segment, typically generate net operating revenues by selling sparkling beverages and a variety of
still beverages, such as juices and juice drinks, energy and sports drinks, ready-to-drink teas and coffees, and certain water products,
to retailers or to distributors, wholesalers and bottling partners who distribute them to retailers. In addition, in the United States,
we manufacture fountain syrups and sell them to fountain retailers such as restaurants and convenience stores who use the fountain
syrups to produce beverages for immediate consumption, or to authorized fountain wholesalers or bottling partners who resell the
fountain syrups to fountain retailers. For these consolidated finished product operations, we recognize the associated concentrate sales
volume at the time the unit case or unit case equivalent is sold to the customer. Our concentrate operations typically generate net
operating revenues by selling concentrates and syrups to authorized bottling and canning operations. For these concentrate operations,
we recognize concentrate revenue and concentrate sales volume when we sell concentrate to the authorized unconsolidated bottling
and canning operations, and we typically report unit case volume when finished products manufactured from the concentrates and
syrups are sold to the customer. When we analyze our net operating revenues we generally consider the following four factors:
(1) volume growth (unit case volume or concentrate sales volume, as appropriate), (2) structural changes, (3) changes in price, product
and geographic mix and (4) foreign currency fluctuations. Refer to the heading “Net Operating Revenues” below.
“Structural changes” generally refers to acquisitions or dispositions of bottling, distribution or canning operations and consolidation
or deconsolidation of bottling, distribution or canning entities for accounting purposes. Typically, structural changes do not impact
the Company’s unit case volume on a consolidated basis or at the geographic operating segment level. We recognize unit case volume
for all sales of Company beverage products regardless of our ownership interest in the bottling partner, if any. However, the unit case
volume reported by our Bottling Investments operating segment is generally impacted by structural changes because it only includes
the unit case volume of our consolidated bottling operations.
In 2014, the Company began implementing a new beverage partnership model in North America. During the year ended December 31,
2014, we refranchised territories that were previously managed by CCR to certain of our unconsolidated bottling partners. The impact
of this refranchising has been included as a structural change in our analysis of operating results for the year ended December 31,
2014. In addition, for non-Company-owned and licensed beverage products sold in the refranchised territories, we have eliminated
the unit case volume and associated concentrate sales from the base year when calculating 2014 versus 2013 volume growth rates
on a consolidated basis as well as for the North America segment. During the year ended December 31, 2014, the Company made a
decision to change our process of buying and selling recyclable materials in North America. The impact of these changes has also been
included as a structural change in our analysis of operating results. Refer to the headings “Beverage Volume” and “Net Operating
Revenues” below. Refer to Note 2 of Notes to Consolidated Financial Statements.
During the year ended December 31, 2014, the Company transitioned its Russian juice operations to an existing joint venture with an
unconsolidated bottling partner. This transfer is included as a structural change in our analysis of operating results for our Bottling
Investments segment for the year ended December 31, 2014. In addition, we have eliminated the unit case volume and associated
concentrate sales from the base year when calculating 2014 versus 2013 volume growth rates on a consolidated basis as well as for our
Eurasia and Africa and Bottling Investments segments related to certain brands owned by the Russian juice company that have been
discontinued as a result of this transition. Refer to the headings “Beverage Volume” and “Net Operating Revenues” below.
In January 2014, the Venezuelan government enacted a new law (“Fair Price Law”) that imposes limits on profit margins earned in
the country, which limited the amount of revenue the Company was able to recognize in 2014 as compared to 2013. The impact of the
Fair Price Law has been included as a structural change in our analysis of operating results for our Latin America segment for the year
ended December 31, 2014. Refer to the heading “Net Operating Revenues” below.
The Company acquired bottling operations in Vietnam and Cambodia in February 2012, bottling operations in Guatemala in
June 2012, a majority interest in bottling operations in Myanmar in June 2013, and a majority interest in bottling operations
in Nepal and Sri Lanka in October 2014. In January 2013, the Company sold a majority interest in our previously consolidated
bottling operations in the Philippines (“Philippine bottling operations”), and in July 2013 the Company deconsolidated our
43
bottling operations in Brazil (“Brazilian bottling operations”) as a result of their combination with an independent bottling partner.
Accordingly, the impact to net operating revenues related to these acquisitions and dispositions was included as a structural change
in our analysis of changes to net operating revenues for our Bottling Investments segment. Refer to the heading “Net Operating
Revenues” below.
The Company sells concentrates and syrups to both consolidated and unconsolidated bottling partners. The ownership structure of
our bottling partners impacts the timing of recognizing concentrate revenue and concentrate sales volume. When we sell concentrates
or syrups to our consolidated bottling partners, we are not able to recognize the concentrate revenue or concentrate sales volume
until the bottling partner has sold finished products manufactured from the concentrates or syrups to a third party or independent
customer. When we sell concentrates or syrups to our unconsolidated bottling partners, we recognize the concentrate revenue and
concentrate sales volume when the concentrates or syrups are sold to the bottling partner. The subsequent sale of the finished products
manufactured from the concentrates or syrups to a customer does not impact the timing of recognizing the concentrate revenue or
concentrate sales volume. When we account for the unconsolidated bottling partner as an equity method investment, we eliminate the
intercompany profit related to these transactions until the equity method investee has sold finished products manufactured from the
concentrates or syrups to a third party or independent customer.
“Acquired brands” refers to brands acquired during the past 12 months. Typically, the Company has not reported unit case volume
or recognized concentrate sales volume related to acquired brands in periods prior to the closing of the transaction. Therefore, the
unit case volume and concentrate sales volume from the sale of these brands is incremental to prior year volume. We do not generally
consider acquired brands to be structural changes.
“Licensed brands” refers to brands not owned by the Company, but for which we hold certain rights, generally including, but not
limited to, distribution rights, and from which we derive an economic benefit when these brands are ultimately sold. Typically, the
Company has not reported unit case volume or recognized concentrate sales volume related to these brands in periods prior to the
beginning of the term of a license agreement. Therefore, the unit case volume and concentrate sales volume from the sale of these
brands is incremental to prior year volume. We do not generally consider new licensed brands to be structural changes.
Beverage Volume
We measure the volume of Company beverage products sold in two ways: (1) unit cases of finished products and (2) concentrate sales.
As used in this report, “unit case” means a unit of measurement equal to 192 U.S. fluid ounces of finished beverage (24 eight-ounce
servings); and “unit case volume” means the number of unit cases (or unit case equivalents) of Company beverage products directly
or indirectly sold by the Company and its bottling partners to customers. Unit case volume primarily consists of beverage products
bearing Company trademarks. Also included in unit case volume are certain products licensed to, or distributed by, our Company, and
brands owned by Coca-Cola system bottlers for which our Company provides marketing support and from the sale of which we derive
economic benefit. In addition, unit case volume includes sales by certain joint ventures in which the Company has an equity interest.
We believe unit case volume is one of the measures of the underlying strength of the Coca-Cola system because it measures trends
at the consumer level. The unit case volume numbers used in this report are derived based on estimates received by the Company
from its bottling partners and distributors. Concentrate sales volume represents the amount of concentrates and syrups (in all cases
expressed in equivalent unit cases) sold by, or used in finished beverages sold by, the Company to its bottling partners or other
customers. Unit case volume and concentrate sales volume growth rates are not necessarily equal during any given period. Factors such
as seasonality, bottlers’ inventory practices, supply point changes, timing of price increases, new product introductions and changes
in product mix can impact unit case volume and concentrate sales volume and can create differences between unit case volume and
concentrate sales volume growth rates. In addition to the items mentioned above, the impact of unit case volume from certain joint
ventures in which the Company has an equity interest but to which the Company does not sell concentrates or syrups may give rise to
differences between unit case volume and concentrate sales volume growth rates.
44
Information about our volume growth by operating segment is as follows:
Year Ended December 31,
Worldwide
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Percent Change
2014 vs. 2013
2013 vs. 2012
Unit Cases1,2
Concentrate
Sales
Unit Cases1,2
Concentrate
Sales
2%
4%
(2)
1
—
5
(2)
2%3
3%
(2)
—
(1)
5
N/A
2%
7%
(1)
1
—
3
(17)
2%
7%
(1)
1
—
5
N/A
1 Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only.
2 Geographic segment data reflects unit case volume growth for all bottlers, both consolidated and unconsolidated, and distributors in the applicable
geographic areas.
3 After considering the impact of structural changes, worldwide concentrate sales volume for the year ended December 31, 2014, grew 1 percent.
Unit Case Volume
The Coca-Cola system sold 28.6 billion, 28.2 billion and 27.7 billion unit cases of our products in 2014, 2013 and 2012, respectively.
The number of unit cases sold in 2014 does not include certain licensed beverage brands sold in the North American refranchised
territories and certain brands owned by our Russian juice company. Refer to the heading “Structural Changes, Acquired Brands and
Newly Licensed Brands” above. The Company eliminated the unit case volume related to these structural changes from the base year,
where applicable, when calculating 2014 versus 2013 volume growth rates.
Year Ended December 31, 2014 versus Year Ended December 31, 2013
Unit case volume in Eurasia and Africa increased 4 percent, which consisted of 3 percent growth in sparkling beverages and 8 percent
growth in still beverages. The group’s sparkling beverage growth included 2 percent growth in Trademark Coca-Cola, 3 percent growth
in Trademark Sprite, and 2 percent growth in Trademark Fanta. Growth in the group’s still beverages was led by packaged water, juices
and juice drinks and teas. The group’s growth reflects a continued focus on improved marketplace execution and providing greater
consumer choice in package and price options. Eurasia and Africa benefited from unit case volume growth of 7 percent and 6 percent
in the Middle East & North Africa and Central, East & West Africa business units, respectively. This growth was partially offset by a
decline in unit case volume of 1 percent in the Russia, Ukraine & Belarus business unit.
In Europe, unit case volume declined 2 percent as a result of a decline in sparkling beverages of 3 percent, partially offset by growth in
still beverages of 1 percent. The decline in sparkling beverages reflects the softness in the macroeconomic environment and continuing
competitive pressures in the market. The growth in still beverages was led by growth in juices and juice drinks. The group reported a
decline in unit case volume of 6 percent in the Central & Southern Europe business unit and volume declines of 2 percent and
1 percent in the Iberia and Northwest Europe & Nordics business units, respectively. Unit case volume in Germany was even.
Unit case volume in Latin America increased 1 percent reflecting growth in still beverages of 6 percent and even sparkling volume.
The growth in still beverages was led by packaged water, value-added dairy and sports drinks. Latin America benefited from unit
case volume growth of 6 percent and 2 percent in the Latin Center and Brazil business units, respectively, partially offset by a volume
decline of 1 percent in the Mexico business unit. The decline in Mexico is primarily due to the impact of a new excise tax that went into
effect on January 1, 2014.
In North America, unit case volume was even, reflecting 1 percent growth in still beverages offset by a decline of 1 percent in sparkling
beverages. The still beverage growth was led by 8 percent growth in packaged water and 4 percent growth in teas.
Unit case volume in Asia Pacific increased 5 percent, which consisted of 5 percent growth in sparkling beverages and 4 percent
growth in still beverages. The growth in sparkling beverages was led by a 5 percent increase in Trademark Sprite, a 4 percent
increase in Trademark Fanta and a 3 percent increase in brand Coca-Cola. Still beverage volume growth was led by packaged
water and growth in teas and value-added dairy of 6 percent and 10 percent, respectively. China’s unit case volume grew
4 percent, led by 5 percent growth in brand Coca-Cola and 6 percent growth in Trademark Fanta. India reported double-digit
45
volume growth, and Japan reported a volume decline of 1 percent, reflecting 1 percent growth in sparkling beverages offset by a
1 percent decline in still beverages.
Unit case volume for Bottling Investments decreased 2 percent. This decrease primarily reflects the deconsolidation of our bottling
operations in Brazil during July 2013 as a result of their combination with an independent bottling partner. The unfavorable impact
of these transactions on the group’s unit case volume results was partially offset by growth in other key markets, including China and
India, where we own or otherwise consolidate bottling operations. The Company’s consolidated bottling operations accounted for
35 percent and 65 percent of the unit case volume in China and India, respectively.
Year Ended December 31, 2013 versus Year Ended December 31, 2012
In Eurasia and Africa unit case volume increased 7 percent, which consisted of 6 percent growth in sparkling and 13 percent growth in
still beverages. The group’s sparkling beverage growth was led by 6 percent growth in brand Coca-Cola, 5 percent growth in Trademark
Sprite and 3 percent growth in Trademark Fanta. This growth reflects a continued focus on driving exceptional capabilities in the
marketplace, integrated marketing campaigns and greater consumer choice in package and price options. Growth in still beverages
was led by packaged water, juices and juice drinks, and teas. Russia reported unit case growth of 3 percent, driven by growth of
11 percent in brand Coca-Cola. Still beverage growth in Russia included growth of 7 percent and 24 percent in our juice brands Dobriy
and Rich, respectively. Unit case growth in Russia was favorably impacted by the Company’s marketing activities related to the Sochi
2014 Winter Olympics and Olympic Torch Relay. Eurasia and Africa also benefited from unit case volume growth of 14 percent in the
Company’s Middle East & North Africa business unit, including a 5 percent benefit primarily related to our Aujan partnership, and
8 percent growth in the Company’s Central, East & West Africa business unit.
Unit case volume in Europe declined 1 percent, which consisted of a 1 percent decline in sparkling beverages and a 5 percent decline
in still beverages, primarily packaged water and teas. These declines reflect the impact of particularly poor weather across many
countries during the second quarter of 2013, including severe flooding in parts of Germany and Central Europe, competitive pricing,
and ongoing weakness in consumer confidence and spending across the region. In spite of these challenges, our Germany business
unit reported growth of 2 percent and our Northwest Europe & Nordics business unit reported growth of 1 percent. This growth was
driven by the Company’s strong commercial campaigns such as “Share a Coke,” “Coke with Meals,” and the Coca-Cola Christmas
Truck Tour. These increases were offset by a decline in unit case volume of 4 percent in the Central & Southern Europe business unit
and a volume decline of 3 percent in the Iberia business unit, both of which continue to manage through very tough macroeconomic
conditions.
In Latin America, unit case volume increased 1 percent, which primarily reflects 8 percent growth in still beverages while volume in
sparkling beverages was even. The group reported growth of 6 percent in the Latin Center business unit and growth of 4 percent in the
South Latin business unit, driven by strong activation of brand and category advertising as well as investments in cold-drink equipment
and continued segmentation across multiple price points and package sizes. The group’s still beverage growth reflects increases in
the tea, packaged water, and juice and juice drink categories of 16 percent, 6 percent and 5 percent, respectively. Argentina reported
unit case growth of 7 percent, led by strong growth in Trademark Bonaqua and 5 percent growth in brand Coca-Cola. The growth in
the Mexico business unit was even due to a slower economy and the significant disruption caused by hurricanes Manuel and Ingrid in
September 2013. Volume in Brazil declined 2 percent, which reflects some consumer uncertainty given the economic slowdown in the
country.
Unit case volume in North America was even reflecting overall category softness, unseasonably cold and wet weather during the
second quarter of 2013 and weak consumer confidence, which negatively impacted consumer spending. Sparkling beverages declined
2 percent, whereas still beverages grew 5 percent during the period. Still beverage growth in North America was led by strong
performance in teas, juices and juice drinks and packaged water. The group continued to implement a multi-brand strategy around
teas and reported 15 percent volume growth, primarily due to increases in Gold Peak, Honest Tea and Fuze. Volume growth in juices
and juice drinks was 4 percent, led by 7 percent growth in Trademark Simply, and packaged water volume benefited from strong
growth in Dasani and smartwater.
In Asia Pacific, unit case volume increased 3 percent, which consisted of 3 percent growth in sparkling beverages and 4 percent growth
in still beverages. Sparkling beverage growth was led by 5 percent growth in brand Coca-Cola and 4 percent growth in Trademark
Fanta. India reported 4 percent unit case volume growth, led by growth of 18 percent in brand Coca-Cola and 5 percent growth in
Trademark Sprite. India’s growth reflects the impact of strong integrated marketing campaigns and continued expansion of packaging
choices to consumers. Japan’s unit case growth was 1 percent during the period, including 2 percent growth in sparkling beverages.
China reported unit case volume growth of 3 percent, including volume growth of 4 percent in sparkling beverages and 3 percent
in still beverages. The group’s volume results also benefited from 25 percent growth in Vietnam and 9 percent growth in Thailand,
partially offset by declines of 3 percent in the Philippines and 4 percent in Australia.
46
Unit case volume for Bottling Investments decreased 17 percent. This decrease primarily reflects the sale of a majority ownership
interest in our previously consolidated bottling operations in the Philippines to Coca-Cola FEMSA, S.A.B. de C.V. (“Coca-Cola
FEMSA”) in January 2013, as well as the deconsolidation of our bottling operations in Brazil during July 2013 as a result of their
combination with an independent bottling partner. The unfavorable impact of these transactions on the group’s unit case volume
results was partially offset by growth in other key markets, including China and India, where we own or otherwise consolidate bottling
operations. The Company’s consolidated bottling operations accounted for 35 percent and 65 percent of the unit case volume in China
and India, respectively.
Concentrate Sales Volume
In 2014, worldwide concentrate sales volume grew 2 percent and unit case volume grew 2 percent compared to 2013. After considering
the impact of structural changes, concentrate sales volume grew 1 percent during the year ended December 31, 2014. In 2013,
concentrate sales volume and unit case volume both grew 2 percent compared to 2012. The differences between concentrate sales
volume and unit case volume growth rates for individual operating segments in 2014 and 2013 were primarily due to the timing of
concentrate shipments and the impact of unit case volume from certain joint ventures in which the Company has an equity interest, but
to which the Company does not sell concentrates, syrups, beverage bases or powders.
Analysis of Consolidated Statements of Income
Year Ended December 31,
2014
2013
2012
2014 vs. 2013
2013 vs. 2012
Percent Change
(In millions except percentages and per share data)
NET OPERATING REVENUES
Cost of goods sold
GROSS PROFIT
GROSS PROFIT MARGIN
Selling, general and administrative expenses
Other operating charges
OPERATING INCOME
OPERATING MARGIN
Interest income
Interest expense
Equity income (loss) — net
Other income (loss) — net
INCOME BEFORE INCOME TAXES
Income taxes
Effective tax rate
CONSOLIDATED NET INCOME
Less: Net income attributable to noncontrolling interests
NET INCOME ATTRIBUTABLE TO SHAREOWNERS OF
THE COCA-COLA COMPANY
BASIC NET INCOME PER SHARE1
DILUTED NET INCOME PER SHARE1
* Calculation is not meaningful.
$ 45,998
17,889
28,109
$ 46,854
18,421
28,433
$ 48,017
19,053
28,964
(2)%
(3)
(1)
(2)%
(3)
(2)
61.1%
17,218
1,183
9,708
21.1%
594
483
769
(1,263)
9,325
2,201
23.6%
7,124
26
60.7%
60.3%
17,310
895
10,228
21.8%
534
463
602
576
11,477
2,851
24.8%
8,626
42
17,738
447
10,779
22.4%
471
397
819
137
11,809
2,723
23.1%
9,086
67
(1)
*
(5)
11
4
28
*
(19)
(23)
(17)
(38)
(2)
*
(5)
13
17
(27)
*
(3)
5
(5)
(38)
$ 7,098
$ 8,584
$ 9,019
$ 1.62
$ 1.60
$ 1.94
$ 1.90
$ 2.00
$ 1.97
(17)%
(16)%
(16)%
(5)%
(3)%
(4)%
1 Calculated based on net income attributable to shareowners of The Coca-Cola Company.
47
Net Operating Revenues
Year Ended December 31, 2014 versus Year Ended December 31, 2013
The Company’s net operating revenues decreased $856 million, or 2 percent.
The following table illustrates, on a percentage basis, the estimated impact of key factors resulting in the increase (decrease) in net
operating revenues for each of our operating segments:
Consolidated
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Corporate
* Calculation is not meaningful.
Percent Change 2014 vs. 2013
Volume1
Structural
Changes
Price, Product &
Geographic Mix
Currency
Fluctuations
Total
1%
3%
(2)
—
(1)
5
5
*
(2)%
—%
—
(4)
(1)
1
(9)
*
1%
4%
4
8
1
(2)
(2)
*
(2)% (2)%
(8)% (1)%
2
(10)
—
(6)
(2)
*
4
(6)
(1)
(2)
(8)
*
1 Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating
segments (expressed in equivalent unit cases) after considering the impact of structural changes. For our Bottling Investments operating segment, this
represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume after considering the impact of
structural changes. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only. Refer to the heading
“Beverage Volume” above.
Refer to the heading “Beverage Volume” above for additional information related to changes in our unit case and concentrate sales
volumes.
Refer to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands” above for additional information related to
the structural changes.
Price, product and geographic mix had a favorable 1 percent impact on our consolidated net operating revenues. Price, product and
geographic mix was impacted by a variety of factors and events including, but not limited to, the following:
• Eurasia and Africa — favorable price mix in all of the segment’s business units;
• Europe — favorable impact as a result of consolidating the juice and smoothie business of Fresh Trading Ltd. (“innocent”) in
May 2013 and favorable price mix in the Central & Southern Europe, Northwest Europe & Nordics, and Iberia business units;
• Latin America — favorable price mix in all four of the segment’s business units and the impact of inflationary environments in
certain markets; and
• Asia Pacific — unfavorable geographic mix.
The unfavorable impact of foreign currency fluctuations decreased our consolidated net operating revenues by 2 percent. The
unfavorable impact of changes in foreign currency exchange rates was primarily due to a stronger U.S. dollar compared to certain
other foreign currencies, including the South African rand, Mexican peso, Brazilian real, Australian dollar and Japanese yen, which
had an unfavorable impact on our Eurasia and Africa, Latin America, Asia Pacific and Bottling Investments operating segments. The
unfavorable impact of a stronger U.S. dollar compared to the currencies listed above was partially offset by the impact of a weaker
U.S. dollar compared to certain other foreign currencies, including the euro and British pound, which had a favorable impact on our
Europe and Bottling Investments operating segments. Refer to the heading “Liquidity, Capital Resources and Financial Position —
Foreign Exchange” below.
Net operating revenue growth rates are impacted by sales volume; structural changes; price, product and geographic mix; and
foreign currency fluctuations. The size and timing of structural changes are not consistent from period to period. The impact of the
Venezuelan Fair Price Law reduced our Latin America segment revenues by 5 percent in 2014.
48
Year Ended December 31, 2013 versus Year Ended December 31, 2012
The Company’s net operating revenues decreased $1,163 million, or 2 percent.
The following table illustrates, on a percentage basis, the estimated impact of key factors resulting in the increase (decrease) in net
operating revenues for each of our operating segments:
Consolidated
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Corporate
* Calculation is not meaningful.
Percent Change 2013 vs. 2012
Volume1
Structural
Changes
Price, Product &
Geographic Mix
Currency
Fluctuations
Total
2%
7%
(1)
1
—
5
4
*
(3)%
—%
—
(1)
(1)
(2)
(18)
*
1%
2%
5
10
1
(4)
1
*
(2)% (2)%
(7)%
—
(8)
—
(6)
(1)
*
2%
4
2
—
(7)
(14)
*
1 Represents the percent change in net operating revenues attributable to the increase (decrease) in concentrate sales volume for our geographic operating
segments (expressed in equivalent unit cases) after considering the impact of structural changes. For our Bottling Investments operating segment, this
represents the percent change in net operating revenues attributable to the increase (decrease) in unit case volume after considering the impact of
structural changes. Our Bottling Investments operating segment data reflects unit case volume growth for consolidated bottlers only. Refer to the heading
“Beverage Volume” above.
Refer to the heading “Beverage Volume” above for additional information related to changes in our unit case and concentrate sales
volumes.
Refer to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands” above for additional information related to
the structural changes.
Price, product and geographic mix had a favorable 1 percent impact on our consolidated net operating revenues. Price, product and
geographic mix was impacted by a variety of factors and events including, but not limited to, the following:
• Consolidated — unfavorable impact of geographic mix as a result of growth in our emerging and developing markets exceeding
growth in our developed markets. The revenue per unit sold in our emerging markets is generally less than in developed
markets;
• Eurasia and Africa — favorable impact of price increases in a number of key markets partially offset by unfavorable geographic
mix;
• Europe — favorable impact as a result of consolidating innocent as well as price increases in certain markets;
• Latin America — favorable impact as a result of pricing in all of our business units as well as inflationary environments in
certain markets; and
• Asia Pacific — unfavorable impact of geographic mix as well as shifts in product and package mix within individual markets.
The unfavorable impact of foreign currency fluctuations decreased our consolidated net operating revenues by 2 percent. The
unfavorable impact of changes in foreign currency exchange rates was primarily due to a stronger U.S. dollar compared to certain
other foreign currencies, including the South African rand, British pound, Brazilian real, Australian dollar and Japanese yen, which
impacted the Eurasia and Africa, Europe, Latin America, Asia Pacific and Bottling Investments operating segments. The unfavorable
impact of a stronger U.S. dollar compared to the currencies listed above was partially offset by the impact of a weaker U.S. dollar
compared to certain other foreign currencies, including the euro and Mexican peso, which had a favorable impact on our Europe,
Latin America and Bottling Investments operating segments. Refer to the heading “Liquidity, Capital Resources and Financial
Position — Foreign Exchange” below.
49
Net Operating Revenues by Operating Segment
Information about our net operating revenues by operating segment as a percentage of Company net operating revenues is as follows:
Year Ended December 31,
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Corporate
2014
2013
2012
5.9%
10.5
10.0
46.7
11.4
15.2
0.3
5.9% 5.6%
9.9
10.1
46.1
11.5
16.2
0.3
9.3
9.5
45.1
11.9
18.3
0.3
100.0% 100.0% 100.0%
The percentage contribution of each operating segment fluctuates over time due to net operating revenues in certain operating
segments growing at a faster rate compared to other operating segments. Net operating revenue growth rates are impacted by sales
volume; structural changes; price, product and geographic mix; and foreign currency fluctuations. The size and timing of structural
changes are not consistent from period to period. As a result, anticipating the impact of such events on future net operating revenues,
and other financial statement line items, usually is not possible. We expect structural changes to have an impact on our consolidated
financial statements in future periods. For additional information about the impact of foreign currency fluctuations, refer to the
heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange” below.
Gross Profit Margin
As a result of our finished goods operations, which are primarily included in our North America and Bottling Investments operating
segments, the following inputs represent a substantial portion of the Company’s total cost of goods sold: (1) sweeteners, (2) metals,
(3) juices and (4) PET. The Company hedges certain commodities in order to mitigate a portion of the price risk associated with
forecasted purchases. Many of the derivative financial instruments used by the Company to mitigate the risk associated with these
commodity exposures, including any related foreign currency exposure, do not qualify for hedge accounting. As a result, the changes in
fair value of these derivative instruments have been, and will continue to be, included as a component of net income in each reporting
period. The Company recorded losses related to these derivatives of $8 million, $120 million and $110 million during the years ended
December 31, 2014, 2013 and 2012, respectively, in the line item cost of goods sold in our consolidated statements of income. Refer
to Note 5 of Notes to Consolidated Financial Statements. We do not currently expect changes in commodity costs to have a significant
impact on our 2015 gross profit margin as compared to 2014.
Year Ended December 31, 2014 versus Year Ended December 31, 2013
Our gross profit margin increased to 61.1 percent in 2014 from 60.7 percent in 2013. The increase is partially due to the deconsolidation
of our Brazilian bottling operations in July 2013 as well as lower commodity costs, primarily in our North America finished goods
business, and favorable geographic mix. Refer to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands”
above for additional information regarding the impact of the deconsolidation of our Brazilian bottling operations.
The favorable geographic mix was primarily due to growth in emerging markets. Although this shift in geographic mix has a negative
impact on net operating revenues, it generally has a favorable impact on our gross profit margin due to the correlated impact it has
on our product mix. The product mix in the majority of our emerging and developing markets is more heavily skewed toward our
sparkling beverage products, which generally yield a higher gross profit margin compared to our still beverages and finished products.
Year Ended December 31, 2013 versus Year Ended December 31, 2012
Our gross profit margin increased to 60.7 percent in 2013 from 60.3 percent in 2012. The increase is partially due to the deconsolidation
of our Philippine bottling operations in January 2013 and the deconsolidation of our Brazilian bottling operations in July 2013. Refer
to the heading “Structural Changes, Acquired Brands and Newly Licensed Brands” above for additional information regarding the
impact of the deconsolidation of our Philippine and Brazilian bottling operations.
50
Selling, General and Administrative Expenses
The following table sets forth the significant components of selling, general and administrative expenses (in millions):
Year Ended December 31,
Stock-based compensation expense
Advertising expenses
Bottling and distribution expenses
Other operating expenses
Selling, general and administrative expenses
2014
2013
2012
$ 209
3,499
8,381
5,129
$ 227
3,266
8,510
5,307
$ 259
3,342
8,905
5,232
$ 17,218
$ 17,310
$ 17,738
Year Ended December 31, 2014 versus Year Ended December 31, 2013
Selling, general and administrative expenses decreased $92 million, or 1 percent. Foreign currency fluctuations decreased selling,
general and administrative expenses by 2 percent. The decrease in stock-based compensation was primarily due to reversals in 2014
of previously recognized expenses related to the Company’s long-term incentive compensation programs. The increase in advertising
expenses reflects the Company’s increased investments to strengthen our brands. This increase was partially offset by a foreign
currency exchange impact of 4 percent. The decrease in bottling and distribution expenses is a result of the refranchising of certain
territories in North America in 2014 and the deconsolidation of our Brazilian bottling operations as a result of their combination with
an independent bottling partner in July 2013.
In 2015, our pension expense is expected to increase by approximately $100 million compared to 2014. The anticipated increase is
primarily due to a decrease in the weighted-average discount rate used to calculate the Company’s benefit obligation, unfavorable
asset performance compared to our expected return during 2014 and the adoption of more conservative mortality assumptions for
U.S. plans partially offset by the impact of approximately $90 million of contributions expected to be made by the Company to our
international plans. Refer to the heading “Liquidity, Capital Resources and Financial Position” below for information related to these
contributions. Refer to the heading “Critical Accounting Policies and Estimates — Pension Plan Valuations” above and Note 13 of
Notes to Consolidated Financial Statements for additional information related to the pension plan assumptions used by the Company.
As of December 31, 2014, we had $437 million of total unrecognized compensation cost related to nonvested share-based
compensation arrangements granted under our plans. This cost is expected to be recognized over a weighted-average period of
2.2 years as stock-based compensation expense. This expected cost does not include the impact of any future stock-based
compensation awards. Refer to Note 12 of Notes to Consolidated Financial Statements.
Year Ended December 31, 2013 versus Year Ended December 31, 2012
Selling, general and administrative expenses decreased $428 million, or 2 percent. Foreign currency fluctuations decreased selling,
general and administrative expenses by 1 percent. The decrease in stock-based compensation was primarily due to reversals in 2013 of
previously recognized expenses related to the Company’s long-term incentive compensation programs. As a result of the Company’s
revised outlook, including the unfavorable impact foreign currency fluctuations are projected to have on certain performance periods,
the Company lowered the estimated payouts associated with these periods. Advertising expenses were impacted by shifts in our
marketing and media spend strategies, primarily due to spending more marketing dollars toward in-store activations, loyalty points
programs and point-of-sale marketing. Many of these strategies impact net operating revenues instead of marketing expenses. The
decrease in bottling and distribution expenses includes the impact of the Company’s sale of a majority interest in our previously
consolidated Philippine bottling operations to Coca-Cola FEMSA in January 2013 and the deconsolidation of our Brazilian bottling
operations as a result of their combination with an independent bottling partner in July 2013, partially offset by the impact of our
acquisition of bottling operations in Vietnam, Cambodia, Guatemala and the United States in 2012.
51
Other Operating Charges
Other operating charges incurred by operating segment were as follows (in millions):
Year Ended December 31,
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Corporate
Total
2014
$ 26
111
295
281
38
247
185
$ 1,183
2013
$ 2
57
—
277
47
194
318
$ 895
2012
$ —
(3)
—
255
1
164
30
$ 447
In 2014, the Company incurred other operating charges of $1,183 million. These charges primarily consisted of $601 million due to the
Company’s productivity and reinvestment program and $208 million due to the integration of our German bottling and distribution
operations. In addition, the Company incurred a charge of $314 million due to a write-down we recorded related to our concentrate
sales receivables from our bottling partner in Venezuela and an impairment of a Venezuelan trademark primarily due to higher
exchange rates. The write-down was recorded as a result of our revised assessment of the U.S. dollar value we expect to realize upon
the conversion of the Venezuelan bolivar into U.S. dollars by our bottling partner to pay our concentrate sales receivables. The
Company also recorded a loss of $36 million as a result of the restructuring and transition of the Company’s Russian juice operations
to an existing joint venture with an unconsolidated bottling partner. Refer to Note 18 of Notes to Consolidated Financial Statements
and see below for additional information on our productivity and reinvestment program as well as the Company’s other productivity,
integration and restructuring initiatives. Refer to Note 1 of Notes to Consolidated Financial Statements for additional information on
the Venezuelan currency rate change. Refer to Note 19 of Notes to Consolidated Financial Statements for the impact these charges
had on our operating segments.
In 2013, the Company incurred other operating charges of $895 million, which primarily consisted of $494 million associated with
the Company’s productivity and reinvestment program; $195 million due to the impairment of certain intangible assets; $188 million
due to the Company’s other productivity, integration and restructuring initiatives; and $22 million due to charges associated with
certain of the Company’s fixed assets. Refer to Note 17 of Notes to Consolidated Financial Statements for further information on
the impairment charges. Refer to Note 18 of Notes to Consolidated Financial Statements and see below for further information on
the Company’s productivity and reinvestment program, as well as the Company’s other productivity, integration and restructuring
initiatives. Refer to Note 19 of Notes to Consolidated Financial Statements for the impact these charges had on our operating
segments.
In 2012, the Company incurred other operating charges of $447 million, which primarily consisted of $270 million associated with
the Company’s productivity and reinvestment program; $163 million related to the Company’s other restructuring and integration
initiatives; $20 million due to changes in the Company’s ready-to-drink tea strategy as a result of our U.S. license agreement with
Nestlé terminating at the end of 2012; and $8 million due to costs associated with the Company detecting carbendazim in orange juice
imported from Brazil for distribution in the United States. These charges were partially offset by reversals of $10 million associated
with the refinement of previously established accruals related to the Company’s 2008–2011 productivity initiatives, as well as reversals
of $6 million associated with the refinement of previously established accruals related to the Company’s integration of CCE’s former
North America business. Refer to Note 18 of Notes to Consolidated Financial Statements and see below for additional information on
the Company’s productivity, integration and restructuring initiatives. Refer to Note 19 of Notes to Consolidated Financial Statements
for the impact these charges had on our operating segments.
Productivity and Reinvestment Program
In February 2012, the Company announced a four-year productivity and reinvestment program. This program is designed to assist us in
strengthening our brands and reinvesting our resources to drive long-term profitable growth. The first component of this program is a
global productivity initiative that will target annualized productivity of $350 million to $400 million. This initiative will be focused on four
primary areas: global supply chain optimization; global marketing and innovation effectiveness; operating expense leverage and operational
excellence; and data and information technology systems standardization. The second component of our productivity and reinvestment
program relates to additional integration initiatives in North America as a result of our acquisition of CCE’s former North America business.
The Company has identified incremental synergies, primarily in the area of our North American product supply operations, which will better
52
enable us to service our customers and consumers. We believe these efforts will create annualized productivity of $200 million to
$250 million.
As a combined productivity and reinvestment program, the Company anticipates generating annualized productivity of $550 million to
$650 million, which will be reinvested in brand-building initiatives.
In February 2014, the Company announced that we are expanding our productivity and reinvestment program to drive an incremental
$1 billion in productivity by 2016 that will primarily be redirected into increased media investments. Our incremental productivity goal
consists of two relatively equal components. First, expanded savings through global supply chain optimization, data and information
technology system standardization, and resource and cost reallocation, which will be reinvested in global brand-building initiatives,
with an emphasis on increased media spending. Second, we will be increasing the effectiveness of our marketing investments by
transforming our marketing and commercial model to redeploy resources into more consumer-facing marketing investments to
accelerate growth.
In October 2014, the Company announced that we are further expanding our productivity and reinvestment program and extending
it through 2019. The expansion of the productivity initiatives will focus on four key areas: restructuring the Company’s global supply
chain, including manufacturing in North America; implementing zero-based budgeting across the organization; streamlining and
simplifying the Company’s operating model; and further driving increased discipline and efficiency in direct marketing investments.
The Company expects that the expanded productivity initiatives will generate an incremental $2 billion in annualized productivity. This
productivity will enable the Company to fund marketing initiatives and innovation required to deliver sustainable net revenue growth
and will also support margin expansion and increased returns on invested capital over time. Refer to Note 18 of Notes to Consolidated
Financial Statements.
We expect to achieve total annualized productivity of approximately $3.6 billion by 2019 from the initiatives implemented under this
program since it began in 2012.
Integration of Our German Bottling and Distribution Operations
In 2008, the Company began the integration of 18 German bottling and distribution operations acquired in 2007. Since the integration
commenced, the Company has incurred total pretax expenses of $835 million primarily related to involuntary terminations. The
Company is currently reviewing other restructuring opportunities within the German bottling and distribution operations, which if
implemented will result in additional charges in future periods. However, as of December 31, 2014, the Company had not finalized any
additional restructuring plans. The Company does anticipate incurring additional integration costs related to information technology
and other initiatives. Refer to Note 18 of Notes to Consolidated Financial Statements.
Operating Income and Operating Margin
Information about our operating income contribution by operating segment on a percentage basis is as follows:
Year Ended December 31,
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Corporate
Total
2014
2013
2012
11.2%
29.4
23.8
25.2
25.2
0.1
(14.9)
10.6%
28.0
28.4
23.8
24.2
1.1
(16.1)
10.0%
27.5
26.7
24.1
23.3
1.3
(12.9)
100.0%
100.0% 100.0%
53
Information about our operating margin on a consolidated basis and by operating segment is as follows:
Year Ended December 31,
Consolidated
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Corporate
* Calculation is not meaningful.
2014
21.1%
39.7%
58.9
50.4
11.4
46.6
0.1
*
2013
2012
21.8%
39.3%
61.5
61.3
11.3
46.1
1.5
*
22.4%
40.0%
66.1
63.1
12.0
44.3
1.6
*
Year Ended December 31, 2014 versus Year Ended December 31, 2013
In 2014, foreign currency exchange rates unfavorably impacted consolidated operating income by 6 percent. The unfavorable impact
of changes in foreign currency exchange rates was primarily due to a stronger U.S. dollar compared to certain other foreign currencies,
including the South African rand, Mexican peso, Brazilian real, Australian dollar and Japanese yen, which had an unfavorable impact
on our Eurasia and Africa, Latin America, Asia Pacific and Bottling Investments operating segments. The unfavorable impact of a
stronger U.S. dollar compared to the currencies listed above was partially offset by the impact of a weaker U.S. dollar compared to
certain other foreign currencies, including the euro and British pound, which had a favorable impact on our Europe and Bottling
Investments operating segments. Refer to the heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange”
below.
Operating income for Eurasia and Africa for the years ended December 31, 2014 and 2013 was $1,084 million and $1,087 million,
respectively. The segment was unfavorably impacted by fluctuations in foreign currency exchange rates of 12 percent. The unfavorable
impact of the foreign currency exchange rates was offset by favorable pricing across many of the segment’s markets.
Operating income for Europe for the years ended December 31, 2014 and 2013 was $2,852 million and $2,859 million, respectively.
The Europe group was favorably impacted by foreign currency exchange rate fluctuations of 2 percent. The favorable impact of
the foreign currency exchange rate fluctuations was offset by lower concentrate sales volume and increased charges related to the
Company’s productivity and reinvestment program.
Operating income for the Latin America segment for the years ended December 31, 2014 and 2013 was $2,316 million and
$2,908 million, respectively. Foreign currency exchange rate fluctuations and the Venezuelan Fair Price Law unfavorably impacted
operating income by 12 percent and 9 percent, respectively. Operating income was also unfavorably impacted by the write-down
of concentrate sales receivables from our local bottling partner in Venezuela. Refer to Note 1 of Notes to Consolidated Financial
Statements for additional information on the write-down of receivables. The impact of these items was partially offset by favorable
price mix in all of the segment’s business units.
North America’s operating income for the years ended December 31, 2014 and 2013 was $2,447 million and $2,432 million,
respectively. The segment was favorably impacted by positive price mix and lower commodity costs, partially offset by increased
marketing investments.
Operating income in Asia Pacific for the years ended December 31, 2014 and 2013 was $2,448 million and $2,478 million, respectively.
Operating income was favorably impacted by a 5 percent increase in concentrate sales and a reduction in operating expenses, offset by
the unfavorable impact of foreign currency exchange rate fluctuations of 8 percent.
Our Bottling Investments segment’s operating income for the years ended December 31, 2014 and 2013 was $9 million and
$115 million, respectively. The primary reason for the decrease in operating income was the deconsolidation of the Company’s
Brazilian bottling operations in July 2013 and increased restructuring expenses incurred by our German bottling operations. In
addition, fluctuations in foreign currency unfavorably impacted the segment’s 2014 operating income by 4 percent.
54
The Corporate segment’s operating loss for the years ended December 31, 2014 and 2013 was $1,448 million and $1,651 million,
respectively. Operating loss in 2013 was unfavorably impacted by a $195 million charge due to the impairment of certain intangible
assets.
Year Ended December 31, 2013 versus Year Ended December 31, 2012
In 2013, foreign currency exchange rates unfavorably impacted consolidated operating income by 4 percent. The unfavorable impact
of changes in foreign currency exchange rates was primarily due to a stronger U.S. dollar compared to certain other foreign currencies,
including the South African rand, British pound, Brazilian real, Australian dollar and Japanese yen, which impacted the Eurasia and
Africa, Europe, Latin America, Asia Pacific and Bottling Investments operating segments. The unfavorable impact of a stronger U.S.
dollar compared to the currencies listed above was partially offset by the impact of a weaker U.S. dollar compared to certain other
foreign currencies, including the euro and Mexican peso, which had a favorable impact on our Europe, Latin America and Bottling
Investments operating segments. Refer to the heading “Liquidity, Capital Resources and Financial Position — Foreign Exchange”
below.
Operating income for Eurasia and Africa for the years ended December 31, 2013 and 2012 was $1,087 million and $1,078 million,
respectively. In 2013, operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 8 percent. The
segment’s operating income was also favorably impacted by volume and revenue growth during 2013, partially offset by continued
investments in our brands and increased operating expenses.
Europe’s operating income for the years ended December 31, 2013 and 2012 was $2,859 million and $2,960 million, respectively. In
2013, operating income was minimally impacted by fluctuations in foreign currency exchange rates. Operating margin was unfavorably
impacted by higher cost of goods sold and higher operating expenses due to the consolidation of the innocent branded juice and
smoothie business. Generally, bottling and finished product operations have higher net operating revenues but lower operating
margins when compared to concentrate and syrup operations. During 2013, operating income was reduced by $57 million due to
charges related to the Company’s productivity and reinvestment program.
Operating income in Latin America for the years ended December 31, 2013 and 2012 was $2,908 million and $2,879 million,
respectively. In 2013, operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 10 percent.
Operating income for the segment was also impacted by favorable pricing across all of the business units and volume growth in the
Latin Center and South Latin business units, partially offset by continued investments in the brands, including investments related to
the 2014 FIFA World Cup™.
North America’s operating income for the years ended December 31, 2013 and 2012 was $2,432 million and $2,597 million,
respectively. In both 2013 and 2012, operating income was minimally impacted by fluctuations in foreign currency exchange rates.
The decrease in operating income and operating margin was primarily due to unfavorable product and package mix. North America’s
operating income was also reduced by $282 million due to charges related to the Company’s productivity and reinvestment program, as
compared to $227 million of similar charges in 2012.
Operating income in Asia Pacific for the years ended December 31, 2013 and 2012 was $2,478 million and $2,516 million, respectively.
In 2013, the segment’s operating income was unfavorably impacted by fluctuations in foreign currency exchange rates by 2 percent and
charges of $25 million related to the Company’s productivity and reinvestment program as well as other restructuring initiatives, as
compared to $2 million of similar charges in 2012.
Our Bottling Investments segment’s operating income for the years ended December 31, 2013 and 2012 was $115 million and
$140 million, respectively. In 2013, operating income was unfavorably impacted by fluctuations in foreign currency exchange rates
by 8 percent. Operating income was also reduced due to the deconsolidation of our Philippine and Brazilian bottling operations. Refer
to Note 2 of Notes to Consolidated Financial Statements. In addition, operating income in 2013 was reduced by $194 million due to
charges related to the Company’s productivity and reinvestment program as well as other restructuring initiatives, as compared to
$164 million of related charges in 2012.
The Corporate segment’s operating loss for the years ended December 31, 2013 and 2012 was $1,651 million and $1,391 million,
respectively. Operating loss in 2013 included impairment charges of $195 million recorded on certain of the Company’s intangible
assets. Operating loss also included charges of $120 million related to the Company’s productivity and reinvestment program as well as
other restructuring initiatives, as compared to similar charges of $33 million in 2012. Operating loss in 2013 was favorably impacted by
fluctuations in foreign currency exchange rates by 2 percent.
55
Interest Income
Year Ended December 31, 2014 versus Year Ended December 31, 2013
Interest income was $594 million in 2014, compared to $534 million in 2013, an increase of $60 million, or 11 percent. The increase
primarily reflects higher cash balances and higher average interest rates in certain of our international locations, partially offset by the
unfavorable impact of fluctuations in foreign currency exchange rates due to a stronger U.S. dollar against most major currencies.
Year Ended December 31, 2013 versus Year Ended December 31, 2012
Interest income was $534 million in 2013, compared to $471 million in 2012, an increase of $63 million, or 13 percent. The increase
primarily reflects higher cash balances and an increased return on investments in certain of our international locations as well as
additional investments in debt securities and money market funds in connection with the Company’s overall cash management
strategy.
Interest Expense
Year Ended December 31, 2014 versus Year Ended December 31, 2013
Interest expense was $483 million in 2014, compared to $463 million in 2013, an increase of $20 million, or 4 percent. The increase
primarily reflects the impact of additional long-term debt the Company issued during late 2013 and 2014 as well as the unfavorable
impact of interest rate swaps. In addition, interest expense in 2013 included charges related to the Company’s early extinguishment
of long-term debt. Refer to Note 5 of Notes to Consolidated Financial Statements for additional information related to the Company’s
hedging program. Refer to the heading “Liquidity, Capital Resources and Financial Position — Cash Flows from Financing Activities —
Debt Financing” below for additional information related to the Company’s long-term debt.
Year Ended December 31, 2013 versus Year Ended December 31, 2012
Interest expense was $463 million in 2013, compared to $397 million in 2012, an increase of $66 million, or 17 percent. This increase
is primarily due to charges of $53 million the Company recorded on the early extinguishment of certain long-term debt, as well as
an overall higher average long-term debt balance in 2013. These charges include both the difference between the reacquisition price
and the net carrying amount of the debt extinguished as well as hedge accounting adjustments reclassified from accumulated other
comprehensive income to earnings. These increases were partially offset by the favorable impact of interest rate swaps. Refer to
Note 5 of Notes to Consolidated Financial Statements for additional information related to the Company’s hedging program. Refer
to the heading “Liquidity, Capital Resources and Financial Position — Cash Flows from Financing Activities — Debt Financing”
below for additional information related to the Company’s long-term debt.
Equity Income (Loss) — Net
Year Ended December 31, 2014 versus Year Ended December 31, 2013
Equity income (loss) — net represents our Company’s proportionate share of net income or loss from each of our equity method
investees. In 2014, equity income was $769 million, compared to equity income of $602 million in 2013, an increase of $167 million, or
28 percent. This increase was primarily due to more favorable operating results reported by several of our equity method investees, a
decrease in the impact of unusual or infrequent charges recorded by certain of our equity method investees, and the deconsolidation
of our Brazilian bottling operations during 2013, which is now an equity method investee. This increase was partially offset by the
unfavorable impact of foreign currency fluctuations.
Year Ended December 31, 2013 versus Year Ended December 31, 2012
In 2013, equity income was $602 million, compared to equity income of $819 million in 2012, a decrease of $217 million, or 27 percent.
This decrease reflects, among other items, the unfavorable impact of the challenging economic conditions around the world where
many of our equity method investees operate, the impact of unusual or infrequent charges recorded by certain of our equity method
investees and fluctuations in foreign currency exchange rates due to a stronger U.S. dollar against most major currencies. Equity
income (loss) — net was also impacted by the consolidation of innocent, previously an equity method investee, and the deconsolidation
of our Philippine and Brazilian bottling operations, which are now equity method investees. Refer to Note 2 of Notes to Consolidated
Financial Statements for additional information about these transactions.
56
Other Income (Loss) — Net
Other income (loss) — net includes, among other things, the impact of foreign currency exchange gains and losses; dividend
income; rental income; gains and losses related to the disposal of property, plant and equipment; gains and losses related to business
combinations and disposals; realized and unrealized gains and losses on trading securities; realized gains and losses on available-
for-sale securities; other-than-temporary impairments of available-for-sale securities; and the accretion of expense related to certain
acquisitions. The foreign currency exchange gains and losses are primarily the result of the remeasurement of monetary assets and
liabilities from certain currencies into functional currencies. The effects of the remeasurement of these assets and liabilities are
partially offset by the impact of our economic hedging program for certain exposures on our consolidated balance sheets. Refer to
Note 5 of Notes to Consolidated Financial Statements.
In 2014, other income (loss) — net was a loss of $1,263 million, primarily due to charges of $799 million related to the refranchising
of certain territories in North America and foreign exchange losses of $569 million, including a charge of $372 million due to the
remeasurement of the net monetary assets of our Venezuelan subsidiary using the SICAD 2 exchange rate. These charges were
partially offset by dividend income of $51 million and net gains of $45 million related to fluctuations in the carrying value of the
Company’s trading securities and sales of available-for-sale securities. Refer to Note 1, Note 2 and Note 17 of Notes to Consolidated
Financial Statements.
In 2013, other income (loss) — net was income of $576 million, primarily related to a gain of $615 million due to the deconsolidation
of our Brazilian bottling operations as a result of their combination with an independent bottling partner; a gain of $139 million as a
result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock at per share amounts greater than
the carrying value of the Company’s per share investment; and dividend income of $70 million. The favorable impact of these items
was partially offset by a charge of $140 million due to the devaluation of the Venezuelan bolivar, which resulted in the Company
remeasuring the net assets related to its operations in Venezuela, and a net charge of $114 million related to our investment in
four bottling partners that merged during 2013 to form CCEJ through a share exchange. Refer to Note 2 and Note 17 of Notes to
Consolidated Financial Statements.
In 2012, other income (loss) — net was income of $137 million, primarily related to a gain of $185 million due to the merger of
Embotelladora Andina S.A. (“Andina”) and Embotelladoras Coca-Cola Polar S.A. (“Polar”); a gain of $92 million the Company
recognized as a result of Coca-Cola FEMSA issuing additional shares of its own stock at per share amounts greater than the carrying
value of the Company’s per share investment; dividend income of $44 million; and net gains of $31 million related to fluctuations in
the fair value of the Company’s trading securities and the sale of available-for-sale securities. The favorable impact of the previous
items was partially offset by a charge of $108 million due to the loss we recognized on the then pending sale of a majority ownership
interest in our consolidated Philippine bottling operations to Coca-Cola FEMSA; a charge of $82 million related to the premium we
paid in excess of the publicly traded market price to acquire an ownership interest in Mikuni Coca-Cola Bottling Co., Ltd. (“Mikuni”);
and charges of $16 million due to other-than-temporary declines in the fair values of certain cost method investments. Refer to Note 2
and Note 17 of Notes to Consolidated Financial Statements.
Income Taxes
Our effective tax rate reflects the tax benefits of having significant operations outside the United States, which are generally taxed
at rates lower than the U.S. statutory rate of 35 percent. As a result of employment actions and capital investments made by the
Company, certain tax jurisdictions provide income tax incentive grants, including Brazil, Costa Rica, Singapore and Swaziland. The
terms of these grants expire from 2016 to 2023. We anticipate that we will be able to extend or renew the grants in these locations.
Tax incentive grants favorably impacted our income tax expense by $265 million, $279 million and $280 million for the years ended
December 31, 2014, 2013 and 2012, respectively. In addition, our effective tax rate reflects the benefits of having significant earnings
generated in investments accounted for under the equity method of accounting, which are generally taxed at rates lower than the U.S.
statutory rate.
57
A reconciliation of the statutory U.S. federal tax rate and our effective tax rate is as follows:
Year Ended December 31,
Statutory U.S. federal tax rate
State and local income taxes — net of federal benefit
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal rate
Reversal of valuation allowances
Equity income or loss
Other operating charges
Other — net
Effective tax rate
2014
2013
2012
35.0%
1.0
(11.5)1,2
—
(2.2)
2.93,4
(1.6)
23.6%
35.0%
1.0
(10.3)5,6,7
—
(1.4)8
1.29
(0.7)
35.0%
1.1
(9.5)10,11
(2.4)12
(2.0)
0.413
0.5
24.8%
23.1%
1 Includes a $6 million tax expense on a pretax net charge of $372 million (or a 1.5 percent impact on our effective tax rate) due to the remeasurement of
the net monetary assets of our local Venezuelan subsidiary into U.S. dollars using the SICAD 2 exchange rate. Refer to Note 1 of Notes to Consolidated
Financial Statements.
2 Includes a tax expense of $18 million (or a 0.2 percent impact on our effective tax rate) related to amounts required to be recorded for changes to our
uncertain tax positions, including interest and penalties, in various international jurisdictions.
3 Includes a tax expense of $55 million on a pretax charge of $352 million (or a 1.9 percent impact on our effective tax rate) primarily due to an impairment
of a Venezuelan trademark, a write-down the Company recorded on the concentrate sales receivables from our bottling partner in Venezuela, a charge
associated with certain of the Company’s fixed assets, and as a result of the restructuring and transition of the Company’s Russian juice operations to an
existing joint venture with an unconsolidated bottling partner. Refer to Note 1 and Note 17 of Notes to Consolidated Financial Statements.
4 Includes a tax benefit of $191 million on pretax charges of $809 million (or a 1 percent impact on our effective tax rate) primarily related to the
Company’s productivity and reinvestment program as well as other restructuring initiatives. Refer to Note 18 of Notes to Consolidated Financial
Statements.
5 Includes a tax benefit of $26 million (or a 0.2 percent impact on our effective tax rate) related to amounts required to be recorded for changes to our
uncertain tax positions, including interest and penalties, in various international jurisdictions.
6 Includes a tax expense of $279 million on pretax net gains of $501 million (or a 0.9 percent impact on our effective tax rate) related to the deconsolidation
of our Brazilian bottling operations upon their combination with an independent bottler and a loss due to the merger of four of the Company’s Japanese
bottling partners. Refer to Note 2 and Note 17 of Notes to Consolidated Financial Statements.
7 Includes a tax expense of $3 million (or a 0.5 percent impact on our effective tax rate) related to a charge of $149 million due to the devaluation of the
Venezuelan bolivar. Refer to Note 19 of Notes to Consolidated Financial Statements.
8 Includes an $8 million tax benefit on a pretax charge of $159 million (or a 0.4 percent impact on our effective tax rate) related to our proportionate share
of unusual or infrequent items recorded by our equity method investees. Refer to Note 17 of Notes to Consolidated Financial Statements.
9 Includes a tax benefit of $175 million on pretax charges of $877 million (or a 1.2 percent impact on our effective tax rate) primarily related to impairment
charges recorded on certain of the Company’s intangible assets and charges related to the Company’s productivity and reinvestment program as well as
other restructuring initiatives. Refer to Note 17 and Note 18 of Notes to Consolidated Financial Statements.
10 Includes a tax expense of $133 million (or a 1.1 percent impact on our effective tax rate) related to amounts required to be recorded for changes to our
uncertain tax positions, including interest and penalties, in various international jurisdictions.
11 Includes a tax expense of $57 million on pretax net gains of $76 million (or a 0.3 percent impact on our effective tax rate) related to the following: a
gain recognized as a result of the merger of Andina and Polar; a gain recognized as a result of Coca-Cola FEMSA, an equity method investee, issuing
additional shares of its own stock at a per share amount greater than the carrying value of the Company’s per share investment; the loss recognized
on the then pending sale of a majority ownership interest in our consolidated Philippine bottling operations to Coca-Cola FEMSA; and the expense
recorded for the premium the Company paid over the publicly traded market price to acquire an ownership interest in Mikuni. Refer to Note 17 of Notes
to Consolidated Financial Statements.
12 Relates to a net tax benefit of $283 million associated with the reversal of valuation allowances in certain of the Company’s foreign jurisdictions.
13 Includes a tax benefit of $95 million on pretax charges of $416 million (or a 0.4 percent impact on our effective tax rate) primarily related to the
Company’s productivity and reinvestment program as well as other restructuring initiatives; the refinement of previously established accruals related to
the Company’s 2008–2011 productivity initiatives; and the refinement of previously established accruals related to the Company’s integration of CCE’s
former North America business. Refer to Note 18 of Notes to Consolidated Financial Statements.
58
As of December 31, 2014, the gross amount of unrecognized tax benefits was $211 million. If the Company were to prevail on all
uncertain tax positions, the net effect would be a benefit to the Company’s effective tax rate of $173 million, exclusive of any benefits
related to interest and penalties. The remaining $38 million, which was recorded as a deferred tax asset, primarily represents tax
benefits that would be received in different tax jurisdictions in the event the Company did not prevail on all uncertain tax positions.
A reconciliation of the changes in the gross balance of unrecognized tax benefit amounts is as follows (in millions):
Year Ended December 31,
Beginning balance of unrecognized tax benefits
Increases related to prior period tax positions
Decreases related to prior period tax positions
Increases related to current period tax positions
Decreases related to settlements with taxing authorities
Reductions as a result of a lapse of the applicable statute of limitations
Increases (decreases) from effects of foreign currency exchange rates
Ending balance of unrecognized tax benefits
2014
2013
2012
$ 230
13
(2)
11
(5)
(32)
(4)
$ 302
1
(7)
8
(4)
(59)
(11)
$ 320
69
(15)
23
(45)
(36)
(14)
$ 211
$ 230
$ 302
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company had
$113 million, $105 million and $113 million in interest and penalties related to unrecognized tax benefits accrued as of December 31,
2014, 2013 and 2012, respectively. Of these amounts, $8 million of expense, $8 million of benefit and $33 million of expense were
recognized through income tax expense in 2014, 2013 and 2012, respectively. If the Company were to prevail on all uncertain tax
positions, the reversal of this accrual would also be a benefit to the Company’s effective tax rate.
Based on current tax laws, the Company’s effective tax rate in 2015 is expected to be approximately 22.5 percent before considering the
effect of any unusual or special items that may affect our tax rate.
Liquidity, Capital Resources and Financial Position
We believe our ability to generate cash from operating activities is one of our fundamental financial strengths. Refer to the heading
“Cash Flows from Operating Activities” below. The near-term outlook for our business remains strong, and we expect to generate
substantial cash flows from operations in 2015. As a result of our expected cash flows from operations, we have significant flexibility
to meet our financial commitments. The Company does not typically raise capital through the issuance of stock. Instead, we use debt
financing to lower our overall cost of capital and increase our return on shareowners’ equity. Refer to the heading “Cash Flows from
Financing Activities” below. We have a history of borrowing funds domestically and continue to have the ability to borrow funds
domestically at reasonable interest rates. Our debt financing includes the use of an extensive commercial paper program as part of our
overall cash management strategy. The Company reviews its optimal mix of short-term and long-term debt regularly and may replace
certain amounts of commercial paper, short-term debt and current maturities of long-term debt with new issuances of long-term debt
in the future. In addition to the Company’s cash balances, commercial paper program, and our ability to issue long-term debt, we also
had $7,677 million in lines of credit for general corporate purposes as of December 31, 2014. These backup lines of credit expire at
various times from 2015 through 2019.
We have significant operations outside the United States. Unit case volume outside the United States represented 81 percent of the
Company’s worldwide unit case volume in 2014. We earn a substantial amount of our consolidated operating income and income
before income taxes in foreign subsidiaries that either sell concentrate to our local bottling partners or, in certain instances, sell
finished products directly to our customers to fulfill the demand for Company beverage products outside the United States. A
significant portion of these foreign earnings is considered to be indefinitely reinvested in foreign jurisdictions where the Company
has made, and will continue to make, substantial investments to support the ongoing development and growth of our international
operations. Accordingly, no U.S. federal and state income taxes have been provided on the portion of our foreign earnings that
is considered to be indefinitely reinvested in foreign jurisdictions. The Company’s cash, cash equivalents, short-term investments
and marketable securities held by our foreign subsidiaries totaled $19.5 billion as of December 31, 2014. With the exception of an
insignificant amount, for which U.S. federal and state income taxes have already been provided, we do not intend, nor do we foresee
a need, to repatriate these funds. Additionally, the absence of a government-approved mechanism to convert local currency into U.S.
dollars in Argentina and Venezuela currently restricts the Company’s ability to pay dividends from these locations. The Company
has begun to invest cash locally in Argentina and will continue to look for additional investing opportunities in this market as well
as Venezuela. As of December 31, 2014, the Company’s subsidiaries in Argentina and Venezuela held $230 million and $52 million,
respectively, of cash, cash equivalents, short-term investments and marketable securities.
59
Net operating revenues in the United States were $19.8 billion in 2014, or 43 percent of the Company’s consolidated net operating
revenues. We expect existing domestic cash, cash equivalents, short-term investments, marketable securities, cash flows from
operations and the issuance of debt to continue to be sufficient to fund our domestic operating activities and cash commitments for
investing and financing activities. In addition, we expect existing foreign cash, cash equivalents, short-term investments, marketable
securities and cash flows from operations to continue to be sufficient to fund our foreign operating activities and cash commitments for
investing activities.
In the future, should we require more capital to fund significant discretionary activities in the United States than is generated by our
domestic operations or is available through the issuance of debt, we could elect to repatriate future periods’ earnings from foreign
jurisdictions. This alternative could result in a higher effective tax rate. While the likelihood is remote, the Company could also elect
to repatriate earnings from foreign jurisdictions that have previously been considered to be indefinitely reinvested. Upon distribution
of those earnings in the form of dividends or otherwise, the Company would be subject to additional U.S. income taxes (net of an
adjustment for foreign tax credits) and withholding taxes payable to various foreign jurisdictions, where applicable. This alternative
could also result in a higher effective tax rate in the period in which such a determination is made to repatriate prior period foreign
earnings. Refer to Note 14 of Notes to Consolidated Financial Statements for further information related to our income taxes and
undistributed earnings of the Company’s foreign subsidiaries.
Based on all the aforementioned factors, the Company believes its current liquidity position is strong, and we will continue to meet
all of our financial obligations and other anticipated cash outflows for the foreseeable future. These obligations and anticipated cash
outflows include, but are not limited to, regular quarterly dividends, debt maturities, capital expenditures, share repurchases and
obligations included under the heading “Off-Balance Sheet Arrangements and Aggregate Contractual Obligations” below.
Cash Flows from Operating Activities
Net cash provided by operating activities for the years ended December 31, 2014, 2013 and 2012 was $10,615 million, $10,542 million
and $10,645 million, respectively.
Cash flows from operating activities increased $73 million, or 1 percent, in 2014 compared to 2013. This increase primarily reflects the
incremental pension contributions that were made in the first quarter of 2013 compared to 2014 as well as efficient management of
working capital. The increase was partially offset by an unfavorable impact of currency exchange rates during 2014.
Cash flows from operating activities decreased $103 million, or 1 percent, in 2013 compared to 2012. This decrease primarily reflects
the impact of foreign currency fluctuations, an increase in tax payments and the effect of the deconsolidation of our Philippine and
Brazilian bottling operations during 2013, partially offset by lower pension funding in 2013 compared to 2012. Refer to Note 2 of
Notes to Consolidated Financial Statements for additional information on the deconsolidation of these bottling operations. Refer to
the heading “Operations Review — Net Operating Revenues” above for additional information on the impact of foreign currency
fluctuations. Refer to Note 13 and Note 14 of Notes to Consolidated Financial Statements for additional information on the pension
funding and tax payments.
Cash Flows from Investing Activities
Our cash flows provided by (used in) investing activities are summarized as follows (in millions):
Year Ended December 31,
2014
2013
2012
Purchases of investments
Proceeds from disposals of investments
Acquisitions of businesses, equity method investments and nonmarketable securities
Proceeds from disposals of businesses, equity method investments and nonmarketable securities
Purchases of property, plant and equipment
Proceeds from disposals of property, plant and equipment
Other investing activities
$ (17,800) $ (14,782) $ (14,824)
7,791
(1,486)
20
(2,780)
143
(268)
12,986
(389)
148
(2,406)
223
(268)
12,791
(353)
872
(2,550)
111
(303)
Net cash provided by (used in) investing activities
$ (7,506) $ (4,214) $ (11,404)
60
Purchases of Investments and Proceeds from Disposals of Investments
In 2014, purchases of investments were $17,800 million and proceeds from disposals of investments were $12,986 million. This activity
resulted in a net cash outflow of $4,814 million during 2014. In 2013, purchases of investments were $14,782 million and proceeds
from disposals of investments were $12,791 million, resulting in a net cash outflow of $1,991 million. In 2012, purchases of investments
were $14,824 million and proceeds from disposals of investments were $7,791 million, resulting in a net cash outflow of $7,033 million.
These investments include time deposits that have maturities greater than three months but less than one year and are classified in the
line item short-term investments in our consolidated balance sheets. The purchases during the year ended December 31, 2014 include
our investment in Keurig, partially offset by the net purchases and proceeds of our short-term investments, that were made as part
of the Company’s overall cash management strategy. Refer to Note 2 of Notes to Consolidated Financial Statements for additional
information on our investment in Keurig.
Acquisitions of Businesses, Equity Method Investments and Nonmarketable Securities
In 2014, the Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $389 million,
which primarily included a joint investment with one of our bottling partners in a dairy company in Ecuador. None of the Company’s
other acquisitions or investments was individually significant.
In 2013, the Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $353 million.
These activities primarily included our acquisition of the majority of the remaining outstanding shares of innocent and a majority
interest in bottling operations in Myanmar.
In 2012, our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $1,486 million.
These activities were primarily related to the following: our investments in the existing beverage business of Aujan, one of the largest
independent beverage companies in the Middle East; our investment in Mikuni, a bottling partner located in Japan; our acquisition
of Sacramento Coca-Cola Bottling Co., Inc. (“Sacramento bottler”); and our acquisition of bottling operations in Vietnam, Cambodia
and Guatemala. None of the Company’s other acquisitions or investments was individually significant.
Refer to the heading “Operations Review — Structural Changes, Acquired Brands and Newly Licensed Brands” and Note 2 of Notes
to Consolidated Financial Statements for additional information related to our acquisitions during the years ended December 31,
2014, 2013 and 2012.
Proceeds from Disposals of Businesses, Equity Method Investments and Nonmarketable Securities
In 2014, proceeds from disposals of businesses, equity method investments and nonmarketable securities were $148 million, which
represented the proceeds from the sale of the Company’s distribution assets, certain working capital items, and the grant of exclusive
rights to distribute certain beverage brands not owned by the Company, but distributed by CCR, to certain unconsolidated bottling
partners as part of the North America refranchising. Refer to Note 2 of Notes to Consolidated Financial Statements for additional
information.
In 2013, proceeds from disposals of businesses, equity method investments and nonmarketable securities were $872 million. These
proceeds primarily related to the sale of a majority ownership interest in our previously consolidated Philippine bottling operations,
and separately, the deconsolidation of our Brazilian bottling operations. Refer to Note 2 of Notes to Consolidated Financial
Statements for additional information.
61
Property, Plant and Equipment
Purchases of property, plant and equipment net of disposals for the years ended December 31, 2014, 2013 and 2012 were
$2,183 million, $2,439 million and $2,637 million, respectively. Total capital expenditures for property, plant and equipment and the
percentage of such totals by operating segment were as follows (in millions):
Year Ended December 31,
Capital expenditures
Eurasia & Africa
Europe
Latin America
North America
Asia Pacific
Bottling Investments
Corporate
2014
2013
2012
$ 2,406
$ 2,550
$ 2,780
1.3%
2.2
2.3
53.7
3.2
26.1
11.2
1.6%
1.3
2.5
53.9
4.6
25.2
10.9
1.8%
1.1
3.2
52.0
3.9
31.2
6.8
We expect our annual 2015 capital expenditures to be $2.5 billion to $3.0 billion as we continue to make investments to enable growth
in our business and further enhance our operational effectiveness.
Other Investing Activities
In 2014, other investing activities were primarily related to loans to Fairlife, LLC, a value-added dairy joint venture, as well as local
investments in Argentina.
In 2013, other investing activities were primarily related to the acquisition of trademarks and certain other intangible assets. None of
these investments was individually significant.
In 2012, other investing activities were primarily related to the Company’s consolidated Philippine and Brazilian bottling operations
being classified as held for sale as of December 31, 2012. Refer to Note 2 of Notes to Consolidated Financial Statements for additional
information on these transactions. The cash flow impact of these transactions in other investing activities represents the balance of
cash and cash equivalents held by these entities being transferred to assets held for sale.
Cash Flows from Financing Activities
Our cash flows provided by (used in) financing activities were as follows (in millions):
Year Ended December 31,
Issuances of debt
Payments of debt
Issuances of stock
Purchases of stock for treasury
Dividends
Other financing activities
Net cash provided by (used in) financing activities
Debt Financing
2014
2013
2012
$ 41,674
(36,962)
1,532
(4,162)
(5,350)
(363)
$ 43,425
(38,714)
1,328
(4,832)
(4,969)
17
$ 42,791
(38,573)
1,489
(4,559)
(4,595)
100
$ (3,631)
$ (3,745)
$ (3,347)
Our Company maintains debt levels we consider prudent based on our cash flows, interest coverage ratio and percentage of debt to
capital. We use debt financing to lower our overall cost of capital, which increases our return on shareowners’ equity. This exposes us
to adverse changes in interest rates. Our interest expense may also be affected by our credit ratings.
As of December 31, 2014, our long-term debt was rated “AA” by Standard & Poor’s, “Aa3” by Moody’s and “A+” by Fitch. Our
commercial paper program was rated “A-1+” by Standard & Poor’s, “P-1” by Moody’s and “F-1” by Fitch. In assessing our
credit strength, all three agencies consider our capital structure (including the amount and maturity dates of our debt) and
financial policies as well as the aggregated balance sheet and other financial information of the Company. In addition, some
rating agencies also consider the financial information of certain bottlers, including New CCE, Coca-Cola Amatil Limited,
Coca-Cola Bottling Co. Consolidated, Coca-Cola FEMSA and Coca-Cola Hellenic. While the Company has no legal obligation
for the debt of these bottlers, the rating agencies believe the strategic importance of the bottlers to the Company’s business
62
model provides the Company with an incentive to keep these bottlers viable. It is our expectation that the credit rating agencies will
continue using this methodology. If our credit ratings were to be downgraded as a result of changes in our capital structure, our major
bottlers’ financial performance, changes in the credit rating agencies’ methodology in assessing our credit strength, or for any other
reason, our cost of borrowing could increase. Additionally, if certain bottlers’ credit ratings were to decline, the Company’s equity
income could be reduced as a result of the potential increase in interest expense for those bottlers.
We monitor our financial ratios and, as indicated above, the rating agencies consider these ratios in assessing our credit ratings.
Each rating agency employs a different aggregation methodology and has different thresholds for the various financial ratios. These
thresholds are not necessarily permanent, nor are they always fully disclosed to our Company.
Our global presence and strong capital position give us access to key financial markets around the world, enabling us to raise funds at a
low effective cost. This posture, coupled with active management of our mix of short-term and long-term debt and our mix of fixed-
rate and variable-rate debt, results in a lower overall cost of borrowing. Our debt management policies, in conjunction with our share
repurchase programs and investment activity, can result in current liabilities exceeding current assets.
Issuances and payments of debt included both short-term and long-term financing activities. On December 31, 2014, we had
$7,677 million in lines of credit available for general corporate purposes. These backup lines of credit expire at various times from
2015 through 2019. There were no borrowings under these backup lines of credit during 2014. These credit facilities are subject to
normal banking terms and conditions.
In 2014, the Company had issuances of debt of $41,674 million, which included net issuances of $317 million of commercial paper
and short-term debt with maturities of 90 days or less and $37,799 million of issuances of commercial paper and short-term debt with
maturities greater than 90 days. The Company’s total issuances of debt also included long-term debt issuances of $3,558 million, net of
related discounts and issuance costs.
During 2014, the Company made payments of $36,962 million, which included $35,921 million for payments of commercial paper and
short-term debt with maturities greater than 90 days or less and long-term debt payments of $1,041 million.
In 2013, the Company had issuances of debt of $43,425 million, which included $35,944 million of issuances of commercial paper and
short-term debt with maturities greater than 90 days. The Company’s total issuances of debt also included long-term debt issuances of
$7,481 million, net of related discounts and issuance costs.
During 2013, the Company made payments of debt of $38,714 million, which included $70 million of net payments of commercial
paper and short-term debt with maturities of 90 days or less, $35,199 million of payments of commercial paper and short-term debt
with maturities greater than 90 days and long-term debt payments of $3,445 million. The long-term debt payments included the
extinguishment of $2,154 million of long-term debt prior to maturity, which resulted in associated charges of $53 million, including
hedge accounting adjustments reclassified from accumulated other comprehensive income, in the line item interest expense in our
consolidated statement of income during the year ended December 31, 2013.
In 2012, the Company had issuances of debt of $42,791 million, which included $40,008 million of issuances of commercial paper and
short-term debt with maturities greater than 90 days. The Company’s total issuances of debt also included long-term debt issuances of
$2,783 million, net of related discounts and issuance costs.
During 2012, the Company made payments of debt of $38,573 million. Total payments of debt included $1,553 million of net payments
of commercial paper and short-term debt with maturities of 90 days or less, and $35,118 million of payments of commercial paper and
short-term debt with maturities greater than 90 days. The Company’s total payments of debt also included long-term debt payments of
$1,902 million.
The carrying value of the Company’s long-term debt included fair value adjustments related to the debt assumed from CCE of
$464 million and $514 million as of December 31, 2014 and 2013, respectively. These fair value adjustments are being amortized
over the number of years remaining until the underlying debt matures. As of December 31, 2014, the weighted-average maturity
of the assumed debt to which these fair value adjustments relate was approximately 20 years. The amortization of these fair value
adjustments will be a reduction of interest expense in future periods, which will typically result in our interest expense being less than
the actual interest paid to service the debt. Total interest paid was $498 million, $498 million and $574 million in 2014, 2013 and 2012,
respectively. Refer to Note 10 of Notes to Consolidated Financial Statements for additional information related to the Company’s
long-term debt balances.
Issuances of Stock
The issuances of stock in 2014, 2013 and 2012 were primarily related to the exercise of stock options by Company employees.
63
Share Repurchases
On July 20, 2006, the Board of Directors of the Company authorized a share repurchase program of up to 600 million shares of the
Company’s common stock. The program took effect on October 31, 2006. Although there were approximately 43 million shares that
were yet to be purchased under this share repurchase program, the Board of Directors authorized a new share repurchase program of
up to 500 million shares of the Company’s common stock on October 18, 2012 (the “2012 Plan”). The 2012 Plan allowed the Company
to continue repurchasing shares following the completion of the prior program. The table below presents annual shares repurchased
and average price per share:
Year Ended December 31,
Number of shares repurchased (in millions)
Average price per share
2014
2013
2012
98
$ 40.97
121
$ 39.84
121
$ 37.11
Since the inception of our initial share repurchase program in 1984 through our current program as of December 31, 2014, we
have purchased 3.2 billion shares of our Company’s common stock at an average price per share of $14.66. In addition to shares
repurchased under the share repurchase programs authorized by our Board of Directors, the Company’s treasury stock activity also
includes shares surrendered to the Company to pay the exercise price and/or to satisfy tax withholding obligations in connection
with so-called stock swap exercises of employee stock options and/or the vesting of restricted stock issued to employees. In 2014, we
repurchased $4.0 billion of our stock. However, due to the timing of settlements, the total amount of treasury stock purchases that
settled during 2014 was $4.2 billion, which includes treasury stock that was purchased and settled during 2014 as well as treasury
stock purchased in December 2013 that settled in early 2014. The net impact of the Company’s treasury stock issuance and purchase
activities in 2014 resulted in a net cash outflow of $2.6 billion. We currently expect to repurchase $2.0 billion to $3.0 billion of our stock
during 2015, net of proceeds from the issuance of treasury stock due to the exercise of employee stock options.
Dividends
At its February 2015 meeting, our Board of Directors increased our quarterly dividend by 8 percent, raising it to $0.33 per share,
equivalent to a full year dividend of $1.32 per share in 2015. This is our 53rd consecutive annual increase. Our annual common stock
dividend was $1.22 per share, $1.12 per share and $1.02 per share in 2014, 2013 and 2012, respectively. The 2014 dividend represented
a 9 percent increase from 2013, and the 2013 dividend represented a 10 percent increase from 2012.
Off-Balance Sheet Arrangements and Aggregate Contractual Obligations
Off-Balance Sheet Arrangements
In accordance with the definition under SEC rules, the following qualify as off-balance sheet arrangements:
• any obligation under certain guarantee contracts;
• a retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit,
liquidity or market risk support to that entity for such assets;
• any obligation under certain derivative instruments; and
• any obligation arising out of a material variable interest held by the registrant in an unconsolidated entity that provides
financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and
development services with the registrant.
As of December 31, 2014, we were contingently liable for guarantees of indebtedness owed by third parties of $565 million, of which
$155 million was related to VIEs. These guarantees are primarily related to third-party customers, bottlers, vendors and container
manufacturing operations and have arisen through the normal course of business. These guarantees have various terms, and none
of these guarantees was individually significant. The amount represents the maximum potential future payments that we could be
required to make under the guarantees; however, we do not consider it probable that we will be required to satisfy these guarantees.
Management concluded that the likelihood of any significant amounts being paid by our Company under these guarantees is not
probable. As of December 31, 2014, we were not directly liable for the debt of any unconsolidated entity, and we did not have any
retained or contingent interest in assets as defined above.
Our Company recognizes all derivatives as either assets or liabilities at fair value in our consolidated balance sheets. Refer to Note 5 of
Notes to Consolidated Financial Statements.
64
As of December 31, 2014, the Company had $7,677 million in lines of credit for general corporate purposes. These backup lines of
credit expire at various times from 2015 through 2019. There were no borrowings under these backup lines of credit during 2014.
These credit facilities are subject to normal banking terms and conditions. Some of the financial arrangements require compensating
balances, none of which are presently significant to our Company.
Aggregate Contractual Obligations
As of December 31, 2014, the Company’s contractual obligations, including payments due by period, were as follows (in millions):
Payments Due by Period
Total
2015
2016-2017
2018-2019
Short-term loans and notes payable:1
Commercial paper borrowings
Lines of credit and other short-term borrowings
Current maturities of long-term debt2
Long-term debt, net of current maturities2
Estimated interest payments3
Accrued income taxes4
Purchase obligations5
Marketing obligations6
Lease obligations
Held-for-sale obligations7
$ 19,010
120
3,529
18,708
5,084
400
15,295
4,043
1,162
63
$ 19,010
120
3,529
—
473
400
9,166
2,143
269
28
Total contractual obligations
$ 67,414
$ 35,138
$ —
—
—
4,085
908
—
1,028
944
344
17
$ 7,326
$ —
—
—
4,327
675
—
764
438
217
10
$ 6,431
2020 and
Thereafter
$ —
—
—
10,296
3,028
—
4,337
518
332
8
$ 18,519
1 Refer to Note 10 of Notes to Consolidated Financial Statements for information regarding short-term loans and notes payable. Upon payment of
outstanding commercial paper, we typically issue new commercial paper. Lines of credit and other short-term borrowings are expected to fluctuate
depending upon current liquidity needs, especially at international subsidiaries.
2 Refer to Note 10 of Notes to Consolidated Financial Statements for information regarding long-term debt. We will consider several alternatives to settle
this long-term debt, including the use of cash flows from operating activities, issuance of commercial paper or issuance of other long-term debt.
3 We calculated estimated interest payments for our long-term debt based on the applicable rates and payment dates. For our variable rate debt, we have
assumed the December 31, 2014 rate for all years presented. We typically expect to settle such interest payments with cash flows from operating activities
and/or short-term borrowings.
4 Refer to Note 14 of Notes to Consolidated Financial Statements for information regarding income taxes. As of December 31, 2014, the noncurrent
portion of our income tax liability, including accrued interest and penalties related to unrecognized tax benefits, was $314 million, which was not included
in the total above. At this time, the settlement period for the noncurrent portion of our income tax liability cannot be determined. In addition, any
payments related to unrecognized tax benefits would be partially offset by reductions in payments in other jurisdictions.
5 Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms,
including long-term contractual obligations, open purchase orders, accounts payable and certain accrued liabilities. We expect to fund these obligations
with cash flows from operating activities.
6 We expect to fund these marketing obligations with cash flows from operating activities.
7 Represents liabilities of the Company’s North American territories and South African bottling operations that are classified as held for sale.
The total accrued benefit liability for pension and other postretirement benefit plans recognized as of December 31, 2014, was
$2,683 million. Refer to Note 13 of Notes to Consolidated Financial Statements. This amount is impacted by, among other items,
pension expense, funding levels, plan amendments, changes in plan demographics and assumptions, and the investment return on plan
assets. Because the accrued liability does not represent expected liquidity needs, we did not include this amount in the contractual
obligations table.
We generally expect to fund all future contributions with cash flows from operating activities. Our international pension plans are
generally funded in accordance with local laws and income tax regulations.
65
As of December 31, 2014, the projected benefit obligation of the U.S. qualified pension plans was $7,041 million, and the fair
value of plan assets was $6,343 million. The projected benefit obligation of all pension plans other than the U.S. qualified pension
plans was $3,305 million, and the fair value of all other pension plan assets was $2,559 million. The majority of this underfunding is
attributable to an international pension plan for certain non-U.S. employees that is unfunded due to tax law restrictions, as well as
certain unfunded U.S. nonqualified pension plans. These U.S. nonqualified pension plans provide, for certain associates, benefits
that are not permitted to be funded through a qualified plan because of limits imposed by the Internal Revenue Code of 1986. The
expected benefit payments for these unfunded pension plans are not included in the table above. However, we anticipate annual
benefit payments for these unfunded pension plans to be approximately $73 million in 2015 and remain near that level through 2027,
decreasing annually thereafter. Refer to Note 13 of Notes to Consolidated Financial Statements.
In 2015, we expect to contribute an additional $90 million to our international pension plans. Refer to Note 13 of Notes to
Consolidated Financial Statements. We did not include our estimated contributions to our various plans in the table above.
In general, we are self-insured for large portions of many different types of claims; however, we do use commercial insurance above
our self-insured retentions to reduce the Company’s risk of catastrophic loss. Our reserves for the Company’s self-insured losses
are estimated through actuarial procedures of the insurance industry and by using industry assumptions, adjusted for our specific
expectations based on our claim history. As of December 31, 2014, our self-insurance reserves totaled $530 million. Refer to Note 11
of Notes to Consolidated Financial Statements. We did not include estimated payments related to our self-insurance reserves in the
table above.
Deferred income tax liabilities as of December 31, 2014, were $6,086 million. Refer to Note 14 of Notes to Consolidated Financial
Statements. This amount is not included in the total contractual obligations table because we believe that presentation would not be
meaningful. Deferred income tax liabilities are calculated based on temporary differences between the tax bases of assets and liabilities
and their respective book bases, which will result in taxable amounts in future years when the liabilities are settled at their reported
financial statement amounts. The results of these calculations do not have a direct connection with the amount of cash taxes to be paid
in any future periods. As a result, scheduling deferred income tax liabilities as payments due by period could be misleading, because
this scheduling would not relate to liquidity needs.
Additionally, as of December 31, 2014, the Company had entered into agreements related to the following future investing activities
which are not included in the table above:
In May 2014, the Company entered into an agreement with Credit Suisse Capital LLC (“CS”) to purchase additional shares of Keurig
which would increase the Company’s equity position to a 16 percent interest based on the total number of issued and outstanding
shares of Keurig as of May 1, 2014. Under the agreement, the Company will purchase from CS, on a date selected by CS no later than
February 2015, the lesser of (1) 6.5 million shares of Keurig or (2) the number of shares that shall cause our ownership to equal
16 percent. The purchase price per share will be the average of the daily volume-weighted average price per share from May 15, 2014,
to the date selected by CS, as adjusted in certain circumstances specified in the agreement. CS will have exclusive ownership and
control over any such shares until delivered to the Company. In February 2015, the Company purchased 6.4 million shares from CS
under this agreement for a total purchase price of $830 million.
In August 2014, the Company and Monster entered into definitive agreements for a long-term strategic relationship in the global
energy drink category. Upon closing of the related transactions, which is expected to take place in the second quarter of 2015, the
Company will make a net cash payment of $2.15 billion to Monster. Refer to Note 2 of Notes to Consolidated Financial Statements for
additional information on these agreements.
In November 2014, Coca-Cola Amatil Limited (“Coca-Cola Amatil”), an equity method investee, and the Company announced they
had reached an agreement under which the Company would invest $500 million for a 29 percent interest in PT Coca-Cola Bottling
Indonesia, a subsidiary of Coca-Cola Amatil. This proposed investment is expected to close in mid to late 2015.
66
Foreign Exchange
Our international operations are subject to certain opportunities and risks, including currency fluctuations and governmental actions.
We closely monitor our operations in each country and seek to adopt appropriate strategies that are responsive to changing economic
and political environments, and to fluctuations in foreign currencies.
In 2014, we used 71 functional currencies. Due to our global operations, weakness in some of these currencies might be offset
by strength in others. In 2014, 2013 and 2012, the weighted-average exchange rates for foreign currencies in which the Company
conducted operations (all operating currencies), and for certain individual currencies, strengthened (weakened) against the U.S. dollar
as follows:
Year Ended December 31,
All operating currencies
Brazilian real
Mexican peso
Australian dollar
South African rand
British pound
Euro
Japanese yen
2014
2013
2012
(5)%
(10)%
(4)
(7)
(12)
6
1
(8)
(5)%
(9)%
4
(6)
(13)
(2)
3
(18)
(6)%
(14)%
(7)
—
(12)
(1)
(9)
2
These percentages do not include the effects of our hedging activities and, therefore, do not reflect the actual impact of fluctuations
in foreign currency exchange rates on our operating results. Our foreign currency management program is designed to mitigate, over
time, a portion of the impact of exchange rate changes on our net income and earnings per share.
The total currency impact on net operating revenues, including the effect of our hedging activities, was a decrease of 2 percent in
both 2014 and 2013. The total currency impacts on income before income taxes, including the effect of our hedging activities, were
decreases of 9 percent in 2014 and 5 percent in 2013. Based on current spot rates and our existing hedge positions, we estimate that
currency will have an unfavorable impact of 5 percent on net operating revenues and an unfavorable impact of 7 to 8 percent on
income before income taxes for the full year of 2015. For the first quarter of 2015, we estimate that currency will have an unfavorable
impact of 6 percent on net operating revenues and an unfavorable impact of 8 percent on income before income taxes.
Foreign currency exchange gains and losses are primarily the result of the remeasurement of monetary assets and liabilities from
certain currencies into functional currencies. The effects of the remeasurement of these assets and liabilities are partially offset by
the impact of our economic hedging program for certain exposures on our consolidated balance sheets. Refer to Note 5 of Notes to
Consolidated Financial Statements. Foreign currency exchange gains and losses are included as a component of other income (loss) —
net in our consolidated financial statements. Refer to the heading “Operations Review — Other Income (Loss) — Net” above. The
Company recorded foreign currency exchange losses of $569 million, $162 million and $2 million in 2014, 2013 and 2012, respectively.
Hyperinflationary Economies
A hyperinflationary economy is one that has cumulative inflation of 100 percent or more over a three-year period. In accordance with
accounting principles generally accepted in the United States, local subsidiaries in hyperinflationary economies are required to use
the U.S. dollar as their functional currency and remeasure the monetary assets and liabilities not denominated in U.S. dollars using
the rate applicable to conversion of a currency for purposes of dividend remittances. All exchange gains and losses resulting from
remeasurement are recognized currently in income.
Venezuela has been designated as a hyperinflationary economy. In February 2013, the Venezuelan government devalued its currency
to an official rate of exchange (“official rate”) of 6.3 bolivars per U.S. dollar. At that time, the Company remeasured the net monetary
assets of our Venezuelan subsidiary at the official rate. As a result of the devaluation, we recognized a loss of $140 million from
remeasurement in the line item other income (loss) — net in our consolidated statement of income.
Beginning in the first quarter of 2014, the Venezuelan government recognized three legal exchange rates to convert bolivars
to the U.S. dollar: (1) the official rate of 6.3 bolivars per U.S. dollar; (2) SICAD 1, which is available to foreign investments
and designated industry sectors to exchange a limited volume of bolivars for U.S. dollars using a bid rate established at weekly
auctions; and (3) SICAD 2, which applies to transactions that do not qualify for either the official rate or SICAD 1. As of
March 28, 2014, the three legal exchange rates were 6.3 (official rate), 10.8 (SICAD 1) and 50.9 (SICAD 2). We determined that
the SICAD 1 rate was the most appropriate rate to use for remeasurement given our circumstances and estimates of the applicable
67
rate at which future transactions could be settled, including the payment of dividends. Therefore, as of March 28, 2014, we remeasured
the net monetary assets of our Venezuelan subsidiary using an exchange rate of 10.8 bolivars per U.S. dollar, resulting in a charge of
$226 million recorded in the line item other income (loss) — net in our consolidated statement of income.
In December 2014, due to the continued lack of liquidity and increasing economic uncertainty, the Company reevaluated the rate
that should be used to remeasure the monetary assets and liabilities of our Venezuelan subsidiary. As of December 31, 2014, we
determined that the SICAD 2 rate of 50 bolivars per U.S. dollar was the most appropriate legally available rate and remeasured
the net monetary assets of our Venezuelan subsidiary, resulting in a charge of $146 million recorded in the line item other income
(loss) — net in our consolidated statement of income. In February 2015, the Venezuelan government replaced the SICAD 2 rate with
a new open market exchange system, SIMADI. As a result of this change, management is currently evaluating which of the three
legally available rates is the most appropriate to use for the remeasurement of the net monetary assets of our Venezuelan subsidiary
in the future. Our equity method investee that has bottling operations in Venezuela is also evaluating which of these rates is the most
appropriate to use for the remeasurement of the net monetary assets of their Venezuelan subsidiary in the future.
In addition to the foreign currency exchange exposure related to our Venezuelan subsidiary’s net monetary assets, we also sell
concentrate to our bottling partner in Venezuela from outside the country. These sales are denominated in U.S. dollars. During the
year ended December 31, 2014, as a result of the continued lack of liquidity and our revised assessment of the U.S. dollar value we
expect to realize upon the conversion of Venezuelan bolivars into U.S. dollars by our bottling partner to pay our concentrate sales
receivables, we recorded a write-down of $296 million recorded in the line item other operating charges in our consolidated statement
of income.
We also have certain U.S. dollar denominated intangible assets associated with products sold in Venezuela. In January 2014, the
Venezuelan government enacted a new law which imposes limits on profit margins earned in the country, reducing the Company’s
cash flows for as long as the law remains in effect. As a result of this law and the Company’s revised expectations regarding the
convertibility of the local currency, we recognized an impairment charge of $18 million during the year ended December 31, 2014,
recorded in the line item other operating charges in our consolidated statement of income. Further government regulation or changes
in exchange rates could result in additional impairments of these intangible assets.
As of December 31, 2014, the combined value of the net monetary assets of our Venezuelan subsidiary, the concentrate sales
receivables from our bottling partner and the intangible assets associated with products sold in Venezuela was $180 million. Included
in this combined value is $52 million of cash and cash equivalents. Despite the additional currency conversion mechanisms, the
Company’s ability to pay dividends from Venezuela is still restricted due to the low volume of U.S. dollars available for conversion.
If the bolivar devalues further, it would likely result in our Company recognizing additional foreign currency exchange losses, write-
downs of receivables or impairment charges and our share of any charges recorded by our equity method investee.
Impact of Inflation and Changing Prices
Inflation affects the way we operate in many markets around the world. In general, we believe that, over time, we are able to increase
prices to counteract the majority of the inflationary effects of increasing costs and to generate sufficient cash flows to maintain our
productive capability.
68
Overview of Financial Position
The following table illustrates the change in the individual line items of the Company’s consolidated balance sheet (in millions):
December 31,
Cash and cash equivalents
Short-term investments
Marketable securities
Trade accounts receivable — net
Inventories
Prepaid expenses and other assets
Assets held for sale
Equity method investments
Other investments
Other assets
Property, plant and equipment — net
Trademarks with indefinite lives
Bottlers’ franchise rights with indefinite lives
Goodwill
Other intangible assets
Total assets
Accounts payable and accrued expenses
Loans and notes payable
Current maturities of long-term debt
Accrued income taxes
Liabilities held for sale
Long-term debt
Other liabilities
Deferred income taxes
Total liabilities
Net assets
2014
2013
Increase
(Decrease)
Percent
Change
$ 8,958
9,052
3,665
4,466
3,100
3,066
679
9,947
3,678
4,407
14,633
6,533
6,689
12,100
1,050
$ 92,023
$ 9,234
19,130
3,552
400
58
19,063
4,389
5,636
$ 10,414
6,707
3,147
4,873
3,277
2,886
—
10,393
1,119
4,661
14,967
6,744
7,415
12,312
1,140
$ 90,055
$ 9,577
16,901
1,024
309
—
19,154
3,498
6,152
$ (1,456)
2,345
518
(407)
(177)
180
679
(446)
2,559
(254)
(334)
(211)
(726)
(212)
(90)
$ 1,968
$ (343)
2,229
2,528
91
58
(91)
891
(516)
$ 61,462
$ 56,615
$ 4,847
$ 30,561
$ 33,440
$ (2,879)1
(14)%
35
16
(8)
(5)
6
100
(4)
229
(5)
(2)
(3)
(10)
(2)
(8)
2%
(4)%
13
247
29
100
—
25
(8)
9%
(9)%
1 Includes a decrease in net assets of $2,382 million resulting from foreign currency translation adjustments in various balance sheet accounts.
The table above includes the impact of the following transactions and events:
• Cash and cash equivalents, short-term investments and marketable securities increased $1,407 million, or 7 percent, as a
combined group. This increase reflects the Company’s overall cash management strategy. A majority of the Company’s
consolidated cash and cash equivalents, short-term investments and marketable securities are held by foreign subsidiaries.
• Trade accounts receivable — net decreased $407 million, or 8 percent, primarily due to the write-down of concentrate sales
receivables from our bottling partner in Venezuela.
• Assets held for sale increased $679 million and liabilities held for sale increased $58 million due primarily to certain North
American territories, our South African bottling operations and related investments, and the assets held by the Company’s
global energy drink business being classified as held for sale. Refer to Note 2 of Notes to Consolidated Financial Statements for
additional information on these transactions.
69
• Other investments increased $2,559 million, or 229 percent, primarily due to the Company’s investment in Keurig, which is
accounted for as an available-for-sale security. Refer to Note 2 of Notes to Consolidated Financial Statements for additional
information on this investment.
• Loans and notes payable increased $2,229 million, or 13 percent, and current maturities of long-term debt increased
$2,528 million, or 247 percent, primarily due to the net issuances of commercial paper during 2014, and the reclassification of
long-term debt that is scheduled to mature within a year from the line item long-term debt.
• Long-term debt decreased $91 million due to the reclassification of certain portions of the Company’s long-term debt into
the line item current maturities of long-term debt since it is scheduled to mature within a year, offset by the issuances of debt
during the year ended December 31, 2014.
• Other liabilities increased $891 million, or 25 percent, primarily due to the increase in pension plan liabilities as a result of a
decrease in the weighted-average discount rate and unfavorable pension asset performance compared to our expected return
during 2014, partially offset by current year contributions. Refer to Note 13 of Notes to Consolidated Financial Statements for
additional information on the Company’s pension plans.
• Deferred income taxes decreased $516 million, or 8 percent, primarily due to the impact related to the net changes in the
Company’s U.S. pension plan assumptions as well as the impact of the refranchising of certain North American territories.
Refer to Note 2 of Notes to Consolidated Financial Statements for additional information on the North America refranchising
and Note 13 of Notes to Consolidated Financial Statements for additional information on the Company’s deferred income
taxes.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our Company uses derivative financial instruments primarily to reduce our exposure to adverse fluctuations in foreign currency
exchange rates, interest rates, commodity prices and other market risks. We do not enter into derivative financial instruments for
trading purposes. As a matter of policy, all of our derivative positions are used to reduce risk by hedging an underlying economic
exposure. Because of the high correlation between the hedging instrument and the underlying exposure, fluctuations in the value of
the instruments are generally offset by reciprocal changes in the value of the underlying exposure. The Company generally hedges
anticipated exposures up to 36 months in advance; however, the majority of our derivative instruments expire within 24 months or less.
Virtually all of our derivatives are straightforward over-the-counter instruments with liquid markets.
We monitor our exposure to financial market risks using several objective measurement systems, including a sensitivity analysis to
measure our exposure to fluctuations in foreign currency exchange rates, interest rates and commodity prices. Refer to Note 5 of Notes
to Consolidated Financial Statements for additional information about our hedging transactions and derivative financial instruments.
Foreign Currency Exchange Rates
We manage most of our foreign currency exposures on a consolidated basis, which allows us to net certain exposures and take
advantage of any natural offsets. In 2014, we used 71 functional currencies and generated $26,235 million of our net operating
revenues from operations outside the United States; therefore, weakness in one particular currency might be offset by strength in
other currencies over time. We use derivative financial instruments to further reduce our net exposure to foreign currency fluctuations.
Our Company enters into forward exchange contracts and purchases currency options (principally euros and Japanese yen) and collars
to hedge certain portions of forecasted cash flows denominated in foreign currencies. Additionally, we enter into forward exchange
contracts to offset the earnings impact related to foreign currency fluctuations on certain monetary assets and liabilities. We also enter
into forward exchange contracts as hedges of net investments in international operations.
The total notional values of our foreign currency derivatives were $23,553 million and $15,341 million as of December 31, 2014 and
2013, respectively. This total includes derivative instruments that are designated and qualify for hedge accounting as well as economic
hedges. The fair value of the contracts that qualify for hedge accounting resulted in an asset of $996 million as of December 31, 2014.
At the end of 2014, we estimate that a 10 percent weakening of the U.S. dollar would have eliminated the net unrealized gain and
created an unrealized loss of $103 million. The fair value of the contracts that do not qualify for hedge accounting resulted in an asset
of $221 million, and we estimate that a 10 percent weakening of the U.S. dollar would have increased our net gains by $304 million.
70
Interest Rates
The Company is subject to interest rate volatility with regard to existing and future issuances of debt. We monitor our mix of fixed-rate
and variable-rate debt as well as our mix of short-term debt versus long-term debt. From time to time, we enter into interest rate swap
agreements to manage our exposure to interest rate fluctuations.
Based on the Company’s variable-rate debt and derivative instruments outstanding as of December 31, 2014, a 1 percentage point
increase in interest rates would have increased interest expense by $148 million in 2014. However, this increase in interest expense
would have been partially offset by the increase in interest income related to higher interest rates.
The Company is exposed to interest rate risk related to its investments in highly liquid securities. These investments are primarily
managed by external managers within the guidelines of the Company’s investment policy. Our policy requires investments to be
investment grade, with the primary objective of minimizing the potential risk of principal loss. In addition, our policy limits the amount
of credit exposure to any one issuer. We estimate that a 1 percentage point increase in interest rates would result in a $57 million
decrease in the fair market value of the portfolio.
Commodity Prices
The Company is subject to market risk with respect to commodity price fluctuations, principally related to our purchases of sweeteners,
metals, juices, PET and fuels. We manage our exposure to commodity risks primarily through the use of supplier pricing agreements
that enable us to establish the purchase prices for certain inputs that are used in our manufacturing and distribution business. We also
use derivative financial instruments to manage our exposure to commodity risks at times. Certain of these derivatives do not qualify for
hedge accounting, but they are effective economic hedges that help the Company mitigate the price risk associated with the purchases
of materials used in our manufacturing processes and the fuel used to operate our extensive vehicle fleet.
Open commodity derivatives that qualify for hedge accounting had notional values of $9 million and $26 million as of December 31,
2014 and 2013, respectively. The fair value of the contracts that qualify for hedge accounting resulted in a liability of $1 million. The
potential change in fair value of these commodity derivative instruments, assuming a 10 percent decrease in underlying commodity
prices, would have resulted in a net loss of $2 million.
Open commodity derivatives that do not qualify for hedge accounting had notional values of $816 million and $1,441 million as of
December 31, 2014 and 2013, respectively. The fair value of the contracts that do not qualify for hedge accounting resulted in a liability
of $163 million. The potential change in fair value of these commodity derivative instruments, assuming a 10 percent decrease in
underlying commodity prices, would have increased unrealized losses to a loss of $205 million.
71
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareowners’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
73
74
75
76
77
78
Report of Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
137
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . .
138
Quarterly Data (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
72
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
(In millions except per share data)
NET OPERATING REVENUES
Cost of goods sold
GROSS PROFIT
Selling, general and administrative expenses
Other operating charges
OPERATING INCOME
Interest income
Interest expense
Equity income (loss) — net
Other income (loss) — net
INCOME BEFORE INCOME TAXES
Income taxes
CONSOLIDATED NET INCOME
Less: Net income attributable to noncontrolling interests
2014
2013
2012
$ 45,998
17,889
$ 46,854
18,421
$ 48,017
19,053
28,109
17,218
1,183
28,433
17,310
895
9,708
594
483
769
10,228
534
463
602
(1,263) 576
9,325
2,201
7,124
26
11,477
2,851
8,626
42
28,964
17,738
447
10,779
471
397
819
137
11,809
2,723
9,086
67
NET INCOME ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
$ 7,098
$ 8,584
$ 9,019
BASIC NET INCOME PER SHARE1
DILUTED NET INCOME PER SHARE1
AVERAGE SHARES OUTSTANDING
Effect of dilutive securities
AVERAGE SHARES OUTSTANDING ASSUMING DILUTION
1 Calculated based on net income attributable to shareowners of The Coca-Cola Company.
Refer to Notes to Consolidated Financial Statements.
$ 1.62
$ 1.94
$ 2.00
$ 1.60
$ 1.90
$ 1.97
4,387
63
4,450
4,434
75
4,509
4,504
80
4,584
73
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Year Ended December 31,
(In millions)
CONSOLIDATED NET INCOME
Other comprehensive income:
Net foreign currency translation adjustment
Net gain (loss) on derivatives
Net unrealized gain (loss) on available-for-sale securities
Net change in pension and other benefit liabilities
TOTAL COMPREHENSIVE INCOME
Less: Comprehensive income (loss) attributable to noncontrolling interests
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO SHAREOWNERS OF
THE COCA-COLA COMPANY
Refer to Notes to Consolidated Financial Statements.
2014
2013
2012
$ 7,124
$ 8,626
$ 9,086
(2,382)
357
714
(1,039)
4,774
21
(1,187)
151
(80)
1,066
8,576
39
(182)
99
178
(668)
8,513
105
$ 4,753
$ 8,537
$ 8,408
74
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(In millions except par value)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Short-term investments
TOTAL CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
Marketable securities
Trade accounts receivable, less allowances of $331 and $61, respectively
Inventories
Prepaid expenses and other assets
Assets held for sale
TOTAL CURRENT ASSETS
EQUITY METHOD INVESTMENTS
OTHER INVESTMENTS
OTHER ASSETS
PROPERTY, PLANT AND EQUIPMENT — net
TRADEMARKS WITH INDEFINITE LIVES
BOTTLERS’ FRANCHISE RIGHTS WITH INDEFINITE LIVES
GOODWILL
OTHER INTANGIBLE ASSETS
TOTAL ASSETS
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses
Loans and notes payable
Current maturities of long-term debt
Accrued income taxes
Liabilities held for sale
TOTAL CURRENT LIABILITIES
LONG-TERM DEBT
OTHER LIABILITIES
DEFERRED INCOME TAXES
THE COCA-COLA COMPANY SHAREOWNERS’ EQUITY
Common stock, $0.25 par value; Authorized — 11,200 shares;
Issued — 7,040 and 7,040 shares, respectively
Capital surplus
Reinvested earnings
Accumulated other comprehensive income (loss)
Treasury stock, at cost — 2,674 and 2,638 shares, respectively
EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
TOTAL EQUITY
TOTAL LIABILITIES AND EQUITY
Refer to Notes to Consolidated Financial Statements.
75
2014
2013
$ 8,958
9,052
18,010
$ 10,414
6,707
17,121
3,665
4,466
3,100
3,066
679
32,986
9,947
3,678
4,407
14,633
6,533
6,689
12,100
1,050
3,147
4,873
3,277
2,886
—
31,304
10,393
1,119
4,661
14,967
6,744
7,415
12,312
1,140
$ 92,023
$ 90,055
$ 9,234
19,130
3,552
400
58
32,374
19,063
4,389
5,636
1,760
13,154
63,408
(5,777)
(42,225)
30,320
241
30,561
$ 9,577
16,901
1,024
309
—
27,811
19,154
3,498
6,152
1,760
12,276
61,660
(3,432)
(39,091)
33,173
267
33,440
$ 92,023
$ 90,055
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
(In millions)
OPERATING ACTIVITIES
Consolidated net income
Depreciation and amortization
Stock-based compensation expense
Deferred income taxes
Equity (income) loss — net of dividends
Foreign currency adjustments
Significant (gains) losses on sales of assets — net
Other operating charges
Other items
Net change in operating assets and liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES
Purchases of investments
Proceeds from disposals of investments
Acquisitions of businesses, equity method investments and nonmarketable securities
Proceeds from disposals of businesses, equity method investments and nonmarketable securities
Purchases of property, plant and equipment
Proceeds from disposals of property, plant and equipment
Other investing activities
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES
Issuances of debt
Payments of debt
Issuances of stock
Purchases of stock for treasury
Dividends
Other financing activities
Net cash provided by (used in) financing activities
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
Net increase (decrease) during the year
Balance at beginning of year
Balance at end of year
Refer to Notes to Consolidated Financial Statements.
2014
2013
2012
$ 7,124
1,976
209
(40)
(371)
415
831
761
149
(439)
$ 8,626
1,977
227
648
(201)
168
(670)
465
234
(932)
10,615
10,542
(17,800)
12,986
(389)
148
(2,406)
223
(268)
(7,506)
41,674
(36,962)
1,532
(4,162)
(5,350)
(363)
(3,631)
(934)
(1,456)
10,414
(14,782)
12,791
(353)
872
(2,550)
111
(303)
(4,214)
43,425
(38,714)
1,328
(4,832)
(4,969)
17
(3,745)
(611)
1,972
8,442
$ 9,086
1,982
259
632
(426)
(130)
(98)
166
254
(1,080)
10,645
(14,824)
7,791
(1,486)
20
(2,780)
143
(268)
(11,404)
42,791
(38,573)
1,489
(4,559)
(4,595)
100
(3,347)
(255)
(4,361)
12,803
$ 8,958
$ 10,414
$ 8,442
76
THE COCA-COLA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREOWNERS’ EQUITY
Year Ended December 31,
(In millions except per share data)
EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
NUMBER OF COMMON SHARES OUTSTANDING
Balance at beginning of year
Purchases of treasury stock
Treasury stock issued to employees related to stock compensation plans
Balance at end of year
COMMON STOCK
CAPITAL SURPLUS
Balance at beginning of year
Stock issued to employees related to stock compensation plans
Tax benefit (charge) from stock compensation plans
Stock-based compensation
Other activities
Balance at end of year
REINVESTED EARNINGS
Balance at beginning of year
Net income attributable to shareowners of The Coca-Cola Company
Dividends (per share — $1.22, $1.12 and $1.02 in 2014, 2013 and 2012, respectively)
Balance at end of year
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at beginning of year
Net other comprehensive income (loss)
Balance at end of year
TREASURY STOCK
Balance at beginning of year
Stock issued to employees related to stock compensation plans
Purchases of treasury stock
Balance at end of year
TOTAL EQUITY ATTRIBUTABLE TO SHAREOWNERS OF THE COCA-COLA COMPANY
EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Balance at beginning of year
Net income attributable to noncontrolling interests
Net foreign currency translation adjustment
Dividends paid to noncontrolling interests
Acquisition of interests held by noncontrolling owners
Contributions by noncontrolling interests
Business combinations
Deconsolidation of certain entities
2014
2013
2012
4,402
(98)
62
4,366
4,469
(121)
54
4,402
4,526
(121)
64
4,469
$ 1,760
$ 1,760
$ 1,760
12,276
526
169
209
(26)
13,154
61,660
7,098
(5,350)
63,408
(3,432)
(2,345)
(5,777)
11,379
569
144
227
(43)
12,276
58,045
8,584
(4,969)
61,660
(3,385)
(47)
(3,432)
10,332
640
144
259
4
11,379
53,621
9,019
(4,595)
58,045
(2,774)
(611)
(3,385)
(39,091)
891
(4,025)
(42,225)
$ 30,320
(35,009)
745
(4,827)
(39,091)
$ 33,173
(31,304)
786
(4,491)
(35,009)
$ 32,790
$ 267
26
(5)
(25)
—
—
(22)
—
$ 378
42
(3)
(58)
(34)
6
25
(89)
$ 286
67
38
(48)
(15)
—
50
—
TOTAL EQUITY ATTRIBUTABLE TO NONCONTROLLING INTERESTS
$ 241
$ 267
$ 378
Refer to Notes to Consolidated Financial Statements.
77
THE COCA-COLA COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
The Coca-Cola Company is the world’s largest beverage company. We own or license and market more than 500 nonalcoholic
beverage brands, primarily sparkling beverages but also a variety of still beverages such as waters, enhanced waters, juices and juice
drinks, ready-to-drink teas and coffees, and energy and sports drinks. We own and market four of the world’s top five nonalcoholic
sparkling beverage brands: Coca-Cola, Diet Coke, Fanta and Sprite. Finished beverage products bearing our trademarks, sold in the
United States since 1886, are now sold in more than 200 countries.
We make our branded beverage products available to consumers throughout the world through our network of Company-owned
or -controlled bottling and distribution operations, bottling partners, distributors, wholesalers and retailers — the world’s largest
beverage distribution system. Beverages bearing trademarks owned by or licensed to us account for 1.9 billion of the approximately
57 billion servings of all beverages consumed worldwide every day.
Our Company markets, manufactures and sells:
• beverage concentrates, sometimes referred to as “beverage bases,” and syrups, including fountain syrups (we refer to this part
of our business as our “concentrate business” or “concentrate operations”); and
• finished sparkling and still beverages (we refer to this part of our business as our “finished product business” or “finished
product operations”).
Generally, finished product operations generate higher net operating revenues but lower gross profit margins than concentrate
operations.
In our concentrate operations, we typically generate net operating revenues by selling concentrates and syrups to authorized bottling
and canning operations (to which we typically refer as our “bottlers” or our “bottling partners”). Our bottling partners either combine
the concentrates with sweeteners (depending on the product), still water and/or sparkling water, or combine the syrups with sparkling
water to produce finished beverages. The finished beverages are packaged in authorized containers — such as cans and refillable and
nonrefillable glass and plastic bottles — bearing our trademarks or trademarks licensed to us and are then sold to retailers directly or,
in some cases, through wholesalers or other bottlers. Outside the United States, we also sell concentrates for fountain beverages to our
bottling partners who are typically authorized to manufacture fountain syrups, which they sell to fountain retailers such as restaurants
and convenience stores which use the fountain syrups to produce beverages for immediate consumption, or to authorized fountain
wholesalers who in turn sell and distribute the fountain syrups to fountain retailers.
Our finished product operations consist primarily of Company-owned or -controlled bottling, sales and distribution operations,
including Coca-Cola Refreshments (“CCR”). Our Company-owned or -controlled bottling, sales and distribution operations, other
than CCR, are included in our Bottling Investments operating segment. CCR is included in our North America operating segment.
Our finished product operations generate net operating revenues by selling sparkling beverages and a variety of still beverages, such
as juices and juice drinks, energy and sports drinks, ready-to-drink teas and coffees, and certain water products, to retailers or to
distributors, wholesalers and bottling partners who distribute them to retailers. In addition, in the United States, we manufacture
fountain syrups and sell them to fountain retailers, such as restaurants and convenience stores who use the fountain syrups to produce
beverages for immediate consumption, or to authorized fountain wholesalers or bottling partners who resell the fountain syrups to
fountain retailers. In the United States, we authorize wholesalers to resell our fountain syrups through nonexclusive appointments
that neither restrict us in setting the prices at which we sell fountain syrups to the wholesalers nor restrict the territories in which the
wholesalers may resell in the United States.
Summary of Significant Accounting Policies
Basis of Presentation
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our
consolidated financial statements and accompanying notes. Although these estimates are based on our knowledge of current
events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions.
78
Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions
occur, impairment charges may result.
We use the equity method to account for investments in companies, if our investment provides us with the ability to exercise significant
influence over operating and financial policies of the investee. Our consolidated net income includes our Company’s proportionate
share of the net income or loss of these companies. Our judgment regarding the level of influence over each equity method investment
includes considering key factors such as our ownership interest, representation on the board of directors, participation in policy-
making decisions and material intercompany transactions.
We eliminate from our financial results all significant intercompany transactions, including the intercompany transactions with
consolidated variable interest entities (“VIEs”) and the intercompany portion of transactions with equity method investees.
Principles of Consolidation
Our Company consolidates all entities that we control by ownership of a majority voting interest as well as VIEs for which our
Company is the primary beneficiary. Generally, we consolidate only business enterprises that we control by ownership of a majority
voting interest. However, there are situations in which consolidation is required even though the usual condition of consolidation
(ownership of a majority voting interest) does not apply. Generally, this occurs when an entity holds an interest in another business
enterprise that was achieved through arrangements that do not involve voting interests, which results in a disproportionate relationship
between such entity’s voting interests in, and its exposure to the economic risks and potential rewards of, the other business enterprise.
This disproportionate relationship results in what is known as a variable interest, and the entity in which we have the variable interest
is referred to as a “VIE.” An enterprise must consolidate a VIE if it is determined to be the primary beneficiary of the VIE. The
primary beneficiary has both (1) the power to direct the activities of the VIE that most significantly impact the entity’s economic
performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant
to the VIE.
Our Company holds interests in certain VIEs, primarily bottling and container manufacturing operations, for which we were not
determined to be the primary beneficiary. Our variable interests in these VIEs primarily relate to profit guarantees or subordinated
financial support. Refer to Note 11. Although these financial arrangements resulted in our holding variable interests in these
entities, they did not empower us to direct the activities of the VIEs that most significantly impact the VIEs’ economic performance.
Our Company’s investments, plus any loans and guarantees, related to these VIEs totaled $2,274 million and $2,171 million as of
December 31, 2014 and 2013, respectively, representing our maximum exposures to loss. The Company’s investments, plus any loans
and guarantees, related to these VIEs were not significant to the Company’s consolidated financial statements.
In addition, our Company holds interests in certain VIEs, primarily bottling and container manufacturing operations, for which we
were determined to be the primary beneficiary. As a result, we have consolidated these entities. Our Company’s investments, plus any
loans and guarantees, related to these VIEs totaled $266 million and $284 million as of December 31, 2014 and 2013, respectively,
representing our maximum exposures to loss. The assets and liabilities of VIEs for which we are the primary beneficiary were not
significant to the Company’s consolidated financial statements.
Creditors of our VIEs do not have recourse against the general credit of the Company, regardless of whether they are accounted for as
consolidated entities.
Assets and Liabilities Held for Sale
Our Company classifies long-lived assets or disposal groups to be sold as held for sale in the period in which all of the following criteria
are met: management, having the authority to approve the action, commits to a plan to sell the asset or disposal group; the asset or
disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of
such assets or disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the asset
or disposal group have been initiated; the sale of the asset or disposal group is probable, and transfer of the asset or disposal group is
expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend
the period of time required to sell the asset or disposal group beyond one year; the asset or disposal group is being actively marketed
for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is
unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
79
We initially measure a long-lived asset or disposal group that is classified as held for sale at the lower of its carrying value or fair value
less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held-for-sale criteria are met.
Conversely, gains are not recognized on the sale of a long-lived asset or disposal group until the date of sale. We assess the fair value
of a long-lived asset or disposal group less any costs to sell each reporting period it remains classified as held for sale and report any
subsequent changes as an adjustment to the carrying value of the asset or disposal group, as long as the new carrying value does not
exceed the carrying value of the asset at the time it was initially classified as held for sale.
Upon determining that a long-lived asset or disposal group meets the criteria to be classified as held for sale, the Company reports
long-lived assets and/or the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities
held for sale, respectively, in our consolidated balance sheet. Refer to Note 2.
Revenue Recognition
Our Company recognizes revenue when persuasive evidence of an arrangement exists, delivery of products has occurred, the sales
price charged is fixed or determinable, and collectibility is reasonably assured. For our Company, this generally means that we
recognize revenue when title to our products is transferred to our bottling partners, resellers or other customers. In particular, title
usually transfers upon shipment to or receipt at our customers’ locations, as determined by the specific sales terms of the transactions.
Our sales terms do not allow for a right of return except for matters related to any manufacturing defects on our part.
Deductions from Revenue
Our customers can earn certain incentives including, but not limited to, cash discounts, funds for promotional and marketing activities,
volume-based incentive programs and support for infrastructure programs. The costs associated with these incentives are included in
deductions from revenue, a component of net operating revenues in our consolidated statements of income. For customer incentives
that must be earned, management must make estimates related to the contractual terms, customer performance and sales volume
to determine the total amounts earned and to be recorded in deductions from revenue. In making these estimates, management
considers past results. The actual amounts ultimately paid may be different from our estimates.
In some situations, the Company may determine it to be advantageous to make advance payments to specific customers to fund
certain marketing activities intended to generate profitable volume and/or invest in infrastructure programs with our bottlers that are
directed at strengthening our bottling system and increasing unit case volume. The Company also makes advance payments to certain
customers for distribution rights. The advance payments made to customers are initially capitalized and included in our consolidated
balance sheets in prepaid expenses and other assets and noncurrent other assets, depending on the duration of the agreements. The
assets are amortized over the applicable periods and included in deductions from revenue. The duration of these agreements typically
ranges from 4 to 10 years.
Amortization expense for infrastructure programs was $72 million, $69 million and $86 million in 2014, 2013 and 2012, respectively.
The aggregate deductions from revenue recorded by the Company in relation to these programs, including amortization expense on
infrastructure programs, were $7.0 billion, $6.9 billion and $6.1 billion in 2014, 2013 and 2012, respectively.
Advertising Costs
Our Company expenses production costs of print, radio, television and other advertisements as of the first date the advertisements
take place. All other marketing expenditures are expensed in the annual period in which the expenditure is incurred. Advertising
costs included in the line item selling, general and administrative expenses in our consolidated statements of income were $3.5 billion,
$3.3 billion and $3.3 billion in 2014, 2013 and 2012, respectively. As of December 31, 2014 and 2013, advertising and production
costs of $228 million and $363 million, respectively, were primarily recorded in the line item prepaid expenses and other assets in our
consolidated balance sheets.
For interim reporting purposes, we allocate our estimated full year marketing expenditures that benefit multiple interim periods to
each of our interim reporting periods. We use the proportion of each interim period’s actual unit case volume to the estimated full
year unit case volume as the basis for the allocation. This methodology results in our marketing expenditures being recognized at a
standard rate per unit case. At the end of each interim reporting period, we review our estimated full year unit case volume and our
estimated full year marketing expenditures in order to evaluate if a change in estimate is necessary. The impact of any changes in these
full year estimates is recognized in the interim period in which the change in estimate occurs. Our full year marketing expenditures are
not impacted by this interim accounting policy.
80
Shipping and Handling Costs
Shipping and handling costs related to the movement of finished goods from manufacturing locations to our sales distribution centers
are included in the line item cost of goods sold in our consolidated statements of income. Shipping and handling costs incurred
to move finished goods from our sales distribution centers to customer locations are included in the line item selling, general and
administrative expenses in our consolidated statements of income. During the years ended December 31, 2014, 2013 and 2012, the
Company recorded shipping and handling costs of $2.7 billion, $2.7 billion and $2.8 billion, respectively, in the line item selling, general
and administrative expenses. Our customers do not pay us separately for shipping and handling costs related to finished goods.
Net Income Per Share
Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding
during the reporting period. Diluted net income per share is computed similarly to basic net income per share, except that it includes
the potential dilution that could occur if dilutive securities were exercised. Approximately 38 million, 28 million and 34 million stock
option awards were excluded from the computations of diluted net income per share in 2014, 2013 and 2012, respectively, because the
awards would have been antidilutive for the years presented.
Cash Equivalents
We classify time deposits and other investments that are highly liquid and have maturities of three months or less at the date of
purchase as cash equivalents. We manage our exposure to counterparty credit risk through specific minimum credit standards,
diversification of counterparties and procedures to monitor our credit risk concentrations.
Short-Term Investments
We classify time deposits and other investments that have maturities of greater than three months but less than one year as short-term
investments.
Investments in Equity and Debt Securities
We use the equity method to account for our investments in equity securities if our investment gives us the ability to exercise significant
influence over operating and financial policies of the investee. We include our proportionate share of earnings and/or losses of our
equity method investees in equity income (loss) — net in our consolidated statements of income. The carrying value of our equity
investments is reported in equity method investments in our consolidated balance sheets. Refer to Note 6.
We account for investments in companies that we do not control or account for under the equity method either at fair value or under
the cost method, as applicable. Investments in equity securities, other than investments accounted for under the equity method, are
carried at fair value if the fair value of the security is readily determinable. Equity investments carried at fair value are classified as
either trading or available-for-sale securities with their cost basis determined by the specific identification method. Realized and
unrealized gains and losses on trading securities and realized gains and losses on available-for-sale securities are included in other
income (loss) — net in our consolidated statements of income. Unrealized gains and losses, net of deferred taxes, on available-for-
sale securities are included in our consolidated balance sheets as a component of accumulated other comprehensive income (loss)
(“AOCI”), except for the change in fair value attributable to the currency risk being hedged, if applicable, which is included in other
income (loss) — net in our consolidated statements of income. Trading securities are reported as either marketable securities or other
assets in our consolidated balance sheets. Securities classified as available-for-sale are reported as either marketable securities, other
investments or other assets in our consolidated balance sheets, depending on the length of time we intend to hold the investment.
Refer to Note 3.
Investments in equity securities that we do not control or account for under the equity method and do not have readily determinable
fair values for are accounted for under the cost method. Cost method investments are originally recorded at cost, and we record
dividend income when applicable dividends are declared. Cost method investments are reported as other investments in our
consolidated balance sheets, and dividend income from cost method investments is reported in the line item other income (loss) — net
in our consolidated statements of income.
Our investments in debt securities are carried at either amortized cost or fair value. Investments in debt securities that the Company
has the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity. Investments in
debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale.
81
Each reporting period we review all of our investments in equity and debt securities, except for those classified as trading, to
determine whether a significant event or change in circumstances has occurred that may have an adverse effect on the fair value of
each investment. When such events or changes occur, we evaluate the fair value compared to our cost basis in the investment. We also
perform this evaluation every reporting period for each investment for which our cost basis exceeded the fair value in the prior period.
The fair values of most of our investments in publicly traded companies are often readily available based on quoted market prices. For
investments in nonpublicly traded companies, management’s assessment of fair value is based on valuation methodologies including
discounted cash flows, estimates of sales proceeds and appraisals, as appropriate. We consider the assumptions that we believe
hypothetical marketplace participants would use in evaluating estimated future cash flows when employing the discounted cash flow or
estimates of sales proceeds valuation methodologies.
In the event the fair value of an investment declines below our cost basis, management determines if the decline in fair value is other
than temporary. If management determines the decline is other than temporary, an impairment charge is recorded. Management’s
assessment as to the nature of a decline in fair value is based on, among other things, the length of time and the extent to which the
market value has been less than our cost basis, the financial condition and near-term prospects of the issuer, and our intent and ability
to retain the investment for a period of time sufficient to allow for any anticipated recovery in market value.
Trade Accounts Receivable
We record trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible
accounts to reflect any loss anticipated on the trade accounts receivable balances and charged to the provision for doubtful accounts.
We calculate this allowance based on our history of write-offs, the level of past-due accounts based on the contractual terms of the
receivables, and our relationships with, and the economic status of, our bottling partners and customers. We believe our exposure to
concentrations of credit risk is limited due to the diverse geographic areas covered by our operations. Activity in the allowance for
doubtful accounts was as follows (in millions):
Year Ended December 31,
Balance at beginning of year
Net charges to costs and expenses1
Write-offs
Other2
Balance at end of year
2014
2013
2012
$ 61
308
(13)
(25)
$ 331
$ 53
30
(14)
(8)
$ 61
$ 83
5
(19)
(16)
$ 53
1 The increase in 2014 was primarily related to concentrate sales receivables from our bottling partner in Venezuela. See Hyperinflationary Economies
discussion below for additional information.
2 Other includes foreign currency translation and the impact of transferring certain assets to assets held for sale. See Note 2.
A significant portion of our net operating revenues and corresponding accounts receivable is derived from sales of our products in
international markets. Refer to Note 19. We also generate a significant portion of our net operating revenues by selling concentrates
and syrups to bottlers in which we have a noncontrolling interest, including Coca-Cola FEMSA, S.A.B. de C.V. (“Coca-Cola FEMSA”),
Coca-Cola HBC AG (“Coca-Cola Hellenic”), and Coca-Cola Amatil Limited (“Coca-Cola Amatil”). Refer to Note 6.
Inventories
Inventories consist primarily of raw materials and packaging (which includes ingredients and supplies) and finished goods (which
include concentrates and syrups in our concentrate operations and finished beverages in our finished product operations). Inventories
are valued at the lower of cost or market. We determine cost on the basis of the average cost or first-in, first-out methods. Refer to
Note 4.
Derivative Instruments
Our Company, when deemed appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain
market risks. The primary market risks managed by the Company through the use of derivative instruments are foreign currency
exchange rate risk, commodity price risk and interest rate risk. All derivatives are carried at fair value in our consolidated balance
sheets in the line items prepaid expenses and other assets; other assets; or accounts payable and accrued expenses; and other liabilities,
as applicable. The cash flow impact of the Company’s derivative instruments is primarily included in our consolidated statements of
cash flows in net cash provided by operating activities. Refer to Note 5.
82
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Repair and maintenance costs that do not improve service potential or extend
economic life are expensed as incurred. Depreciation is recorded principally by the straight-line method over the estimated useful lives
of our assets, which are reviewed periodically and generally have the following ranges: buildings and improvements: 40 years or less;
and machinery, equipment and vehicle fleet: 20 years or less. Land is not depreciated, and construction in progress is not depreciated
until ready for service. Leasehold improvements are amortized using the straight-line method over the shorter of the remaining lease
term, including renewals that are deemed to be reasonably assured, or the estimated useful life of the improvement. Depreciation is
not recorded during the period in which a long-lived asset or disposal group is classified as held for sale, even if the asset or disposal
group continues to generate revenue during the period. Depreciation expense, including the depreciation expense of assets under
capital lease, totaled $1,716 million, $1,727 million and $1,704 million in 2014, 2013 and 2012, respectively. Amortization expense for
leasehold improvements totaled $20 million, $16 million and $19 million in 2014, 2013 and 2012, respectively.
Certain events or changes in circumstances may indicate that the recoverability of the carrying amount of property, plant and
equipment should be assessed, including, among others, a significant decrease in market value, a significant change in the business
climate in a particular market, or a current period operating or cash flow loss combined with historical losses or projected future
losses. When such events or changes in circumstances are present, we estimate the future cash flows expected to result from the use of
the asset or asset group and its eventual disposition. These estimated future cash flows are consistent with those we use in our internal
planning. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, we
recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the fair value. We
use a variety of methodologies to determine the fair value of property, plant and equipment, including appraisals and discounted cash
flow models, which are consistent with the assumptions we believe hypothetical marketplace participants would use. Refer to Note 7.
Goodwill, Trademarks and Other Intangible Assets
We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets
with indefinite lives not subject to amortization and (3) goodwill. We determine the useful lives of our identifiable intangible assets
after considering the specific facts and circumstances related to each intangible asset. Factors we consider when determining useful
lives include the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-
term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic
factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized,
primarily on a straight-line basis, over their useful lives, generally ranging from 1 to 20 years. Refer to Note 8.
When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, management
assesses the recoverability of the carrying value by preparing estimates of sales volume and the resulting profit and cash flows. These
estimated future cash flows are consistent with those we use in our internal planning. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying amount, we recognize an impairment loss. The impairment
loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. We use a variety of
methodologies to determine the fair value of these assets, including discounted cash flow models, which are consistent with the
assumptions we believe hypothetical marketplace participants would use.
We test intangible assets determined to have indefinite useful lives, including trademarks, franchise rights and goodwill, for
impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. Our Company performs
these annual impairment reviews as of the first day of our third fiscal quarter. We use a variety of methodologies in conducting
impairment assessments of indefinite-lived intangible assets, including, but not limited to, discounted cash flow models, which are
based on the assumptions we believe hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than
goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess.
The Company has the option to perform a qualitative assessment of indefinite-lived intangible assets, other than goodwill, prior to
completing the impairment test described above. The Company must assess whether it is more likely than not that the fair value of the
intangible asset is less than its carrying amount. If the Company concludes that this is the case, it must perform the testing described
above. Otherwise, the Company does not need to perform any further assessment. During 2014, the Company performed qualitative
assessments on less than 10 percent of our indefinite-lived intangible assets balance.
83
We perform impairment tests of goodwill at our reporting unit level, which is one level below our operating segments. Our operating
segments are primarily based on geographic responsibility, which is consistent with the way management runs our business. Our
operating segments are subdivided into smaller geographic regions or territories that we sometimes refer to as “business units.” These
business units are also our reporting units. The Bottling Investments operating segment includes all Company-owned or consolidated
bottling operations, regardless of geographic location, except for bottling operations managed by CCR, which are included in
our North America operating segment. Generally, each Company-owned or consolidated bottling operation within our Bottling
Investments operating segment is its own reporting unit. Goodwill is assigned to the reporting unit or units that benefit from the
synergies arising from each business combination.
The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting
unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting
unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If
the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order
to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit’s goodwill
with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds its implied fair value,
an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of
goodwill.
The Company has the option to perform a qualitative assessment of goodwill prior to completing the two-step process described
above to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including
goodwill and other intangible assets. If the Company concludes that this is the case, it must perform the two-step process. Otherwise,
the Company will forego the two-step process and does not need to perform any further testing. During 2014, the Company performed
qualitative assessments on less than 10 percent of our consolidated goodwill balance.
Impairment charges related to intangible assets are generally recorded in the line item other operating charges or, to the extent they
relate to equity method investees, in the line item equity income (loss) — net in our consolidated statements of income.
Contingencies
Our Company is involved in various legal proceedings and tax matters. Due to their nature, such legal proceedings and tax matters
involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental
actions. Management assesses the probability of loss for such contingencies and accrues a liability and/or discloses the relevant
circumstances, as appropriate. Refer to Note 11.
Stock-Based Compensation
Our Company sponsors stock option and restricted stock award plans. The fair value of our stock option grants is estimated on the
grant date using a Black-Scholes-Merton option-pricing model. The Company recognizes compensation expense on a straight-line
basis over the period the grant is earned by the employee, generally four years.
The fair value of our restricted stock awards is the quoted market value of the Company’s stock on the grant date less the present
value of the expected dividends not received during the relevant holding period. For certain restricted stock awards granted beginning
in 2014, the Company includes a relative total shareowner return (“TSR”) modifier to determine the number of restricted shares or
share units earned at the end of the performance period. For these awards, the number of restricted shares or share units earned based
on the certified achievement of the predefined performance criteria will be reduced or increased if total shareowner return over the
performance period relative to a predefined compensation comparator group of companies falls outside of a defined range. The fair
value of performance share units that include the TSR modifier is determined using a Monte Carlo valuation model.
In the period it becomes probable that the minimum performance criteria specified in the restricted stock award plan will be achieved,
we recognize expense for the proportionate share of the total fair value of the award related to the vesting period that has already
lapsed. The remaining fair value of the award is expensed on a straight-line basis over the balance of the vesting period. In the event
the Company determines it is no longer probable that we will achieve the minimum performance criteria specified in the plan, we
reverse all of the previously recognized compensation expense in the period such a determination is made. Refer to Note 12.
Pension and Other Postretirement Benefit Plans
Our Company sponsors and/or contributes to pension and postretirement health care and life insurance benefit plans covering
substantially all U.S. employees. We also sponsor nonqualified, unfunded defined benefit pension plans for certain associates and
participate in multi-employer pension plans in the United States. In addition, our Company and its subsidiaries have various pension
plans and other forms of postretirement arrangements outside the United States. Refer to Note 13.
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Income Taxes
Income tax expense includes United States, state, local and international income taxes, plus a provision for U.S. taxes on undistributed
earnings of foreign subsidiaries not deemed to be indefinitely reinvested. Deferred tax assets and liabilities are recognized for the tax
consequences of temporary differences between the financial reporting basis and the tax basis of existing assets and liabilities. The tax
rate used to determine the deferred tax assets and liabilities is the enacted tax rate for the year and manner in which the differences
are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not
be realized. The Company records taxes that are collected from customers and remitted to governmental authorities on a net basis in
our consolidated statements of income.
The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. We establish reserves to
remove some or all of the tax benefit of any of our tax positions at the time we determine that it becomes uncertain based upon one of
the following conditions: (1) the tax position is not “more likely than not” to be sustained, (2) the tax position is “more likely than not”
to be sustained, but for a lesser amount, or (3) the tax position is “more likely than not” to be sustained, but not in the financial period
in which the tax position was originally taken. For purposes of evaluating whether or not a tax position is uncertain, (1) we presume
the tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information; (2) the technical
merits of a tax position are derived from authorities such as legislation and statutes, legislative intent, regulations, rulings and case law
and their applicability to the facts and circumstances of the tax position; and (3) each tax position is evaluated without consideration
of the possibility of offset or aggregation with other tax positions taken. A number of years may elapse before a particular uncertain
tax position is audited and finally resolved or when a tax assessment is raised. The number of years subject to tax assessments varies
depending on the tax jurisdiction. The tax benefit that has been previously reserved because of a failure to meet the “more likely than
not” recognition threshold would be recognized in our income tax expense in the first interim period when the uncertainty disappears
under any one of the following conditions: (1) the tax position is “more likely than not” to be sustained, (2) the tax position, amount,
and/or timing is ultimately settled through negotiation or litigation, or (3) the statute of limitations for the tax position has expired.
Refer to Note 14.
Translation and Remeasurement
We translate the assets and liabilities of our foreign subsidiaries from their respective functional currencies to U.S. dollars at the
appropriate spot rates as of the balance sheet date. Generally, our foreign subsidiaries use the local currency as their functional
currency. Changes in the carrying value of these assets and liabilities attributable to fluctuations in spot rates are recognized in
foreign currency translation adjustment, a component of AOCI. Refer to Note 15. Income statement accounts are translated using the
monthly average exchange rates during the year.
Monetary assets and liabilities denominated in a currency that is different from a reporting entity’s functional currency must first
be remeasured from the applicable currency to the legal entity’s functional currency. The effect of this remeasurement process is
recognized in the line item other income (loss) — net in our consolidated statements of income and is partially offset by the impact of
our economic hedging program for certain exposures on our consolidated balance sheets. Refer to Note 5.
Hyperinflationary Economies
A hyperinflationary economy is one that has cumulative inflation of 100 percent or more over a three-year period. In accordance with
accounting principles generally accepted in the United States, local subsidiaries in hyperinflationary economies are required to use
the U.S. dollar as their functional currency and remeasure the monetary assets and liabilities not denominated in U.S. dollars using
the rate applicable to conversion of a currency for purposes of dividend remittances. All exchange gains and losses resulting from
remeasurement are recognized currently in income.
Venezuela has been designated as a hyperinflationary economy. In February 2013, the Venezuelan government devalued its currency
to an official rate of exchange (“official rate”) of 6.3 bolivars per U.S. dollar. At that time, the Company remeasured the net monetary
assets of our Venezuelan subsidiary at the official rate. As a result of the devaluation, we recognized a loss of $140 million from
remeasurement in the line item other income (loss) — net in our consolidated statement of income.
Beginning in the first quarter of 2014, the Venezuelan government recognized three legal exchange rates to convert bolivars to the
U.S. dollar: (1) the official rate of 6.3 bolivars per U.S. dollar; (2) SICAD 1, which is available to foreign investments and designated
industry sectors to exchange a limited volume of bolivars for U.S. dollars using a bid rate established at weekly auctions; and
(3) SICAD 2, which applies to transactions that do not qualify for either the official rate or SICAD 1. As of March 28, 2014, the three
legal exchange rates were 6.3 (official rate), 10.8 (SICAD 1) and 50.9 (SICAD 2). We determined that the SICAD 1 rate was the most
appropriate rate to use for remeasurement given our circumstances and estimates of the applicable rate at which future transactions
could be settled, including the payment of dividends. Therefore, as of March 28, 2014, we remeasured the net monetary assets of our
Venezuelan subsidiary using an exchange rate of 10.8 bolivars per U.S. dollar, resulting in a charge of $226 million recorded in the line
item other income (loss) — net in our consolidated statement of income.
85
In December 2014, due to the continued lack of liquidity and increasing economic uncertainty, the Company reevaluated the rate
that should be used to remeasure the monetary assets and liabilities of our Venezuelan subsidiary. As of December 31, 2014, we
determined that the SICAD 2 rate of 50 bolivars per U.S. dollar was the most appropriate legally available rate and remeasured the
net monetary assets of our Venezuelan subsidiary, resulting in a charge of $146 million recorded in the line item other income (loss) —
net in our consolidated statement of income.
In addition to the foreign currency exchange exposure related to our Venezuelan subsidiary’s net monetary assets, we also sell
concentrate to our bottling partner in Venezuela from outside the country. These sales are denominated in U.S. dollars. During the
year ended December 31, 2014, as a result of the continued lack of liquidity and our revised assessment of the U.S. dollar value we
expect to realize upon the conversion of Venezuelan bolivars into U.S. dollars by our bottling partner to pay our concentrate sales
receivables, we recorded a write-down of $296 million recorded in the line item other operating charges in our consolidated statement
of income.
We also have certain U.S. dollar denominated intangible assets associated with products sold in Venezuela. In January 2014, the
Venezuelan government enacted a new law which imposes limits on profit margins earned in the country, reducing the Company’s
cash flows for as long as the law remains in effect. As a result of this law and the Company’s revised expectations regarding the
convertibility of the local currency, we recognized an impairment charge of $18 million during the year ended December 31, 2014,
recorded in the line item other operating charges in our consolidated statement of income. Further government regulation or changes
in exchange rates could result in additional impairments of these intangible assets.
As of December 31, 2014, the combined value of the net monetary assets of our Venezuelan subsidiary, the concentrate sales
receivables from our bottling partner and the intangible assets associated with products sold in Venezuela was $180 million. Included
in this combined value is $52 million of cash and cash equivalents. Despite the additional currency conversion mechanisms, the
Company’s ability to pay dividends from Venezuela is still restricted due to the low volume of U.S. dollars available for conversion.
If the bolivar devalues further, it would likely result in our Company recognizing additional foreign currency exchange losses, write-
downs of receivables or impairment charges and our share of any charges recorded by our equity method investee.
Recently Issued Accounting Guidance
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-08, Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under ASU 2014-08, only disposals representing
a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on
the organization’s operations and financial results. Additionally, ASU 2014-08 requires expanded disclosures about discontinued
operations that will provide financial statement users with more information about the assets, liabilities, income and expenses of
discontinued operations. ASU 2014-08 is effective for fiscal and interim periods beginning on or after December 15, 2014. The impact
on our consolidated financial statements will depend on the facts and circumstances of any specific future transactions.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue
recognition guidance in U.S. Generally Accepted Accounting Principles and is intended to improve and converge with international
standards the financial reporting requirements for revenue from contracts with customers. The core principle of ASU 2014-09 is that
an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive
for those goods or services. ASU 2014-09 also requires additional disclosures about the nature, timing and uncertainty of revenue and
cash flows arising from customer contracts, including significant judgments and changes in judgments. ASU 2014-09 allows for both
retrospective and prospective methods of adoption and is effective for periods beginning after December 15, 2016. The Company is
currently evaluating the impact that the adoption of ASU 2014-09 will have on our consolidated financial statements.
86
NOTE 2: ACQUISITIONS AND DIVESTITURES
Acquisitions
During 2014, our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $389 million
and primarily included a joint investment with one of our bottling partners in a dairy company in Ecuador, which is accounted for
under the equity method of accounting.
During 2013, our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled $353 million,
which primarily included our acquisition of the majority of the remaining outstanding shares of Fresh Trading Ltd. (“innocent”) and
a majority interest in bottling operations in Myanmar. The Company previously accounted for our investment in innocent under
the equity method of accounting. We remeasured our equity interest in innocent to fair value upon the close of the transaction. The
resulting gain on the remeasurement was not significant to our consolidated financial statements.
During 2012, our Company’s acquisitions of businesses, equity method investments and nonmarketable securities totaled
$1,486 million. These payments were primarily related to the following: our investments in the existing beverage business of Aujan
Industries Company J.S.C. (“Aujan”), one of the largest independent beverage companies in the Middle East; our investment in
Mikuni Coca-Cola Bottling Co., Ltd. (“Mikuni”), a bottling partner located in Japan; our acquisition of Sacramento Coca-Cola
Bottling Co., Inc. (“Sacramento bottler”); and our acquisition of bottling operations in Vietnam, Cambodia and Guatemala. The
Company’s investment in Mikuni was accounted for under the equity method of accounting prior to 2013, when this investment was
merged with three other bottlers to form Coca-Cola East Japan Bottling Company, Ltd. (“CCEJ”). Refer to Note 17 for details on
this transaction. The Company paid $820 million during 2012 under its definitive agreement with Aujan in exchange for an ownership
interest of 50 percent in the entity that holds the rights in certain territories to brands produced and distributed by Aujan and an
ownership interest of 49 percent in Aujan’s bottling and distribution operations in certain territories. The Company’s investments in
Aujan are being accounted for under the equity method of accounting.
Green Mountain Coffee Roasters, Inc.
In February 2014, the Company and Green Mountain Coffee Roasters, Inc., now known as Keurig Green Mountain, Inc. (“Keurig”),
entered into a 10-year global strategic agreement to collaborate on the development and introduction of the Company’s global brand
portfolio for use in Keurig’s forthcoming Keurig Kold™ at-home beverage system. Under the agreement, the companies will cooperate
to bring the Keurig Kold™ beverage system to consumers around the world, and Keurig will be the Company’s exclusive partner for
the production and sale of our branded single-serve, pod-based cold beverages. Together we will also explore future opportunities
to collaborate on the Keurig® platform. In an effort to align long-term interests, we also entered into an agreement to purchase
a 10 percent equity position in Keurig, and on February 27, 2014, the Company purchased the newly issued shares in Keurig for
approximately $1,265 million, including transaction costs of $14 million.
In May 2014, the Company purchased additional shares of Keurig in the market for $302 million, which represented an additional
2 percent equity position in Keurig. We account for the investment in Keurig as an available-for-sale security, which is included in the
line item other investments in our consolidated balance sheet. These purchases were included in the line item purchases of investments
in our consolidated statement of cash flows.
Subsequent to these purchases, the Company entered into an agreement with Credit Suisse Capital LLC (“CS”) to purchase additional
shares of Keurig which would increase the Company’s equity position to a 16 percent interest based on the total number of issued and
outstanding shares of Keurig as of May 1, 2014. Under the agreement, the Company will purchase from CS, on a date selected by CS
no later than February 2015, the lesser of (1) 6.5 million shares of Keurig or (2) the number of shares that shall cause our ownership to
equal 16 percent. The purchase price per share will be the average of the daily volume-weighted average price per share from May 15,
2014, to the date selected by CS, as adjusted in certain circumstances specified in the agreement. CS will have exclusive ownership and
control over any such shares until delivered to the Company. This agreement with CS qualifies as a derivative, and the changes in its
fair value are immediately recognized into earnings.
Coca-Cola Erfrischungsgetränke AG
In conjunction with the Company’s acquisition of 18 German bottling and distribution operations in 2007, the former owners received
put options to sell their respective shares in Coca-Cola Erfrischungsgetränke AG (“CCEAG”) back to the Company in January
2014. The Company paid $503 million to purchase these shares, which was included in the line item other financing activities in our
consolidated statement of cash flows, resulting in 100 percent ownership of CCEAG.
87
Divestitures
During 2014, proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled $148 million,
which primarily represented the proceeds from the refranchising of certain of our territories in North America.
During 2013, proceeds from disposals of businesses, equity method investments and nonmarketable securities totaled $872 million.
These proceeds primarily included the sale of a majority ownership interest in our previously consolidated bottling operations in the
Philippines (“Philippine bottling operations”), and separately, the deconsolidation of our bottling operations in Brazil (“Brazilian
bottling operations”).
North America Refranchising
In conjunction with implementing a new beverage partnership model in North America, the Company refranchised territories that
were previously managed by CCR to certain of our unconsolidated bottling partners. These territories border these bottlers’ existing
territories, allowing each bottler to better service local customers and provide more efficient execution. Through the execution of
comprehensive beverage agreements (“CBAs”) with each of the bottlers, we granted certain exclusive territory rights for the
distribution, promotion, marketing and sale of Company-owned and licensed beverage products as defined by the CBA. Under the
arrangement for these territories, CCR retains the rights to produce these beverage products, and the bottlers will purchase from CCR
substantially all of the related finished products needed in order to service the customers in these territories. Each CBA has a term
of 10 years and is renewable by the bottler indefinitely for successive additional terms of 10 years each. Under the CBA, the bottlers
will make ongoing quarterly payments to CCR based on their future gross profit in these territories throughout the term of the CBA,
including renewals, in exchange for the grant of the exclusive territory rights.
Contemporaneously with the grant of these rights, the Company sold the distribution assets, certain working capital items, and the
exclusive rights to distribute certain beverage brands not owned by the Company, but distributed by CCR, in each of these territories
to the respective bottlers in exchange for cash. During the year ended December 31, 2014, cash proceeds from these sales totaled
$143 million, which included proceeds of $42 million from Coca-Cola Bottling Co. Consolidated, an equity method investee. Under
the applicable accounting guidance, we were required to derecognize all of the tangible assets sold as well as the intangible assets
transferred, including distribution rights, customer relationships and an allocated portion of goodwill related to these territories. We
recognized a noncash loss of $305 million during the year ended December 31, 2014 primarily related to the derecognition of the
intangible assets transferred, which was included in the line item other income (loss) — net in our consolidated statements of income.
We expect to recover the value of the intangible assets transferred to the bottlers under the CBAs through the future quarterly
payments; however, as the payments for the territory rights are dependent on the bottlers’ future gross profit in these territories, they
are considered a form of contingent consideration.
There is diversity in practice as it relates to the accounting for contingent consideration by the seller. The seller can account for the
future contingent payments received as a gain contingency, recognizing the amounts in the income statement only after the related
contingencies are resolved and the gain is realized, which in this arrangement will be quarterly as the bottlers earn gross profit in the
transferred territories. Alternatively, the seller can record a receivable for the contingent consideration at fair value on the date of
sale and record any future differences between the payments received and this receivable in the income statement as they occur. We
elected the gain contingency treatment since the quarterly payments will be received throughout the terms of the CBAs, including all
subsequent renewals, regardless of the cumulative amount received as compared to the value of the intangible assets transferred.
Philippine Bottling Operations
On December 13, 2012, the Company and Coca-Cola FEMSA executed a share purchase agreement for the sale of a majority
ownership interest in our Philippine bottling operations. As of December 31, 2012, our Philippine bottling operations met the criteria
to be classified as held for sale, and we were required to record their assets and liabilities at the lower of carrying value or fair value
less any costs to sell based on the agreed-upon purchase price. Accordingly, we recorded a total loss of $107 million, primarily during
the fourth quarter of 2012, in the line item other income (loss) — net in our consolidated statement of income.
This transaction was completed on January 25, 2013. The Company now accounts for our remaining 49 percent ownership interest in
the Philippine bottling operations under the equity method of accounting. As a result of this transaction, we remeasured our remaining
investment in the Philippine bottling operations to fair value taking into consideration the sale price of the majority ownership
interest. Coca-Cola FEMSA has an option to purchase our remaining ownership interest in the Philippine bottling operations at any
time during the seven years following closing based on the initial purchase price plus a defined return. Coca-Cola FEMSA also has
an option exercisable during the sixth year after closing to sell its ownership interest back to the Company at a price not to exceed the
initial purchase price.
88
Brazilian Bottling Operations
On December 17, 2012, the Company entered into an agreement with several parties to combine our Brazilian bottling operations with
an independent bottler in Brazil in a transaction involving a disposition of shares for cash and an exchange of shares for a 44 percent
minority ownership interest in the newly combined entity, which was recorded at fair value. As of December 31, 2012, our Brazilian
bottling operations met the criteria to be classified as held for sale, but we were not required to record their assets and liabilities at fair
value less any costs to sell because their fair value exceeded our carrying value. This transaction was completed on July 3, 2013, and
resulted in the deconsolidation of our Brazilian bottling operations. The Company recognized a gain of $615 million as a result of this
transaction.
The owners of the majority interest have the option to acquire up to 24 percent of the new entity’s outstanding shares from us at any
time for a period of six years beginning December 31, 2013, based on an agreed-upon formula. In December 2014, the Company
received notification that the owners of the majority interest had exercised their option to acquire from us a 10 percent interest in the
entity’s outstanding shares. During the year ended December 31, 2014, we recorded a loss of $32 million as a result of the exercise
price being lower than our carrying value. As a result of the transaction, which closed in January 2015, the Company’s ownership was
reduced to 34 percent of the entity’s outstanding shares. The owners of the majority interest have a remaining option to acquire an
additional 14 percent interest of the entity’s outstanding shares at any time through December 31, 2019, based on an agreed-upon
formula.
Assets and Liabilities Held for Sale
North America Refranchising
As of December 31, 2014, the Company had entered into agreements to refranchise additional territories in North America. These
territories met the criteria to be classified as held for sale, and we were required to record their assets and liabilities at the lower of
carrying value or fair value less any costs to sell based on the agreed-upon sale price. The Company recognized a noncash loss of
$494 million during the year ended December 31, 2014 as a result of writing down the assets to their fair value less costs to sell, which
was included in the line item other income (loss) — net in our consolidated statement of income. This loss was primarily related to the
anticipated derecognition of the intangible assets to be transferred, which we expect to recover under the CBAs through the future
quarterly payments. The Company expects these transactions to close by the end of the second quarter of 2015.
Coca-Cola Beverages Africa Limited
In November 2014, the Company, SAB Miller plc, and Gutsche Family Investments announced an agreement to combine the bottling
operations of their nonalcoholic ready-to-drink beverage businesses in Southern and East Africa. Upon completion of the proposed
merger, the Company will have an ownership of 11 percent in the bottler which will be called Coca-Cola Beverages Africa Limited.
The Company will also acquire or license several brands in exchange for cash as a result of the transaction. As of December 31, 2014,
our South African bottling operations and related equity method investments met the criteria to be held for sale, but we were not
required to record these assets and liabilities at fair value less any costs to sell because their fair value exceeded our carrying value. The
Company expects the transaction to close in the second half of 2015, subject to regulatory approval. Based on the proposed governance
structure, the Company expects to account for its resulting interest in the new entity as an equity method investment.
Monster Beverage Corporation
In August 2014, the Company and Monster Beverage Corporation (“Monster”) entered into definitive agreements for a long-term
strategic relationship in the global energy drink category. Subject to the terms and conditions of the agreements, upon the closing of
the transactions (1) the Company will acquire newly issued shares of Monster common stock representing approximately 16.7 percent
of the outstanding shares of Monster common stock (after giving effect to the new issuance) and will be represented by two directors
on Monster’s Board of Directors; (2) the Company will transfer its global energy drink business (including NOS, Full Throttle, Burn,
Mother, Nalu, Play and Power Play, and Relentless) to Monster, and Monster will transfer its non-energy drink business (including
Hansen’s Natural Sodas, Peace Tea, Hubert’s Lemonade and Hansen’s Juice Products) to the Company; and (3) the parties will amend
their current distribution coordination agreements with Monster to expand distribution of Monster products into additional territories
pursuant to long-term agreements with the Company’s existing network of Company-owned or -controlled bottling operations and
bottling and distribution partners. Upon closing, the Company will make a net cash payment of $2.15 billion to Monster. The closing
of the transaction is subject to customary closing conditions, including the receipt of regulatory approvals, and is expected to take
place in the second quarter of 2015. Based on our anticipated representation on Monster’s Board of Directors, the Company expects
to account for its resulting interest in Monster as an equity method investment. As of December 31, 2014, the assets held by the
Company’s global energy drink business met the criteria to be held for sale, however, we were not required to record the assets at their
fair value less any costs to sell because their fair value exceeded our carrying value.
89
The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in our
consolidated balance sheet (in millions):
Cash, cash equivalents and short-term investments
Trade accounts receivable, less allowances
Inventories
Prepaid expenses and other assets
Equity method investments
Other assets
Property, plant and equipment — net
Bottlers’ franchise rights with indefinite lives
Trademarks
Goodwill
Other intangible assets
Allowance for reduction of assets held for sale
Total assets
Accounts payable and accrued expenses
Other liabilities
Deferred income taxes
Total liabilities
December 31, 2014
$
$
$
$
30
100
54
7
141
3
303
410
43
46
36
(494)
679
48
6
4
58
Included in the amounts above are total assets relating to North America refranchising of $223 million, Coca-Cola Beverages Africa
Limited of $333 million, the pending Monster transaction of $43 million, and other assets held for sale of $80 million, and are included
in the North America, Eurasia and Africa, Bottling Investments and Corporate operating segments. We determined that these
operations did not meet the criteria to be classified as discontinued operations, primarily due to the continued significant involvement
we will have in these operations following each transaction.
NOTE 3: INVESTMENTS
Investments in debt and marketable securities, other than investments accounted for under the equity method, are classified as trading,
available-for-sale or held-to-maturity. Our marketable equity investments are classified as either trading or available-for-sale with
their cost basis determined by the specific identification method. Our investments in debt securities are carried at either amortized
cost or fair value. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are carried at
amortized cost and classified as held-to-maturity. Investments in debt securities that are not classified as held-to-maturity are carried
at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading securities and
realized gains and losses on available-for-sale securities are included in net income. Unrealized gains and losses, net of deferred taxes,
on available-for-sale securities are included in our consolidated balance sheets as a component of AOCI, except for the change in fair
value attributable to the currency risk being hedged. Refer to Note 5 for additional information related to the Company’s fair value
hedges of available-for-sale securities.
Trading Securities
As of December 31, 2014 and 2013, our trading securities had a fair value of $409 million and $372 million, respectively, and consisted
primarily of equity securities. The Company had net unrealized gains on trading securities of $40 million, $12 million, and $19 million
as of December 31, 2014, 2013 and 2012, respectively.
The Company’s trading securities were included in the following line items in our consolidated balance sheets (in millions):
December 31,
Marketable securities
Other assets
Total trading securities
2014
$ 315
94
$ 409
2013
$ 286
86
$ 372
90
Available-for-Sale and Held-to-Maturity Securities
As of December 31, 2014 and 2013, the Company did not have any held-to-maturity securities. Available-for-sale securities consisted
of the following (in millions):
2014
Available-for-sale securities:1
Equity securities
Debt securities
2013
Available-for-sale securities:1
Equity securities
Debt securities
Gross
Unrealized
Cost
Gains
Losses
Estimated
Fair Value
$ 2,687
3,796
$ 1,463
68
$ 6,483
$ 1,531
$ (29)
(106)2
$ (135)
$ 4,121
3,758
$ 7,879
$ 1,097
3,388
$ 373
24
$ 4,485
$ 397
$ (17)
(23)
$ (40)
$ 1,453
3,389
$ 4,842
1 Refer to Note 16 for additional information related to the estimated fair value.
2 Includes $101 million recognized in the consolidated income statement line item other income (loss) — net during the year ended December 31, 2014.
The amount was primarily offset by changes in the fair value of foreign currency contracts designated as fair value hedges. Refer to Note 5 for additional
information.
The sale and/or maturity of available-for-sale securities resulted in the following activity (in millions):
Year Ended December 31,
Gross gains
Gross losses
Proceeds
2014
$ 38
(21)
4,157
2013
2012
$ 12
(24)
4,212
$ 41
(35)
5,036
In 2014 and 2013, the Company had investments classified as available-for-sale securities in which our cost basis exceeded the fair
value of our investment. Management assessed each of these investments on an individual basis to determine if the decline in fair
value was other than temporary. Management’s assessment as to the nature of a decline in fair value is based on, among other things,
the length of time and the extent to which the market value has been less than our cost basis; the financial condition and near-term
prospects of the issuer; and our intent and ability to retain the investment for a period of time sufficient to allow for any anticipated
recovery in market value. As a result of these assessments, management determined that the decline in fair value of these investments
was not other than temporary and did not record any impairment charges.
The Company uses insurance captives to reinsure group annuity insurance contracts that cover the pension obligations of certain of
our European and Canadian pension plans. In accordance with local insurance regulations, our insurance captive is required to meet
and maintain minimum solvency capital requirements. The Company elected to invest its solvency capital in a portfolio of available-
for-sale securities, which have been classified in the line item other assets in our consolidated balance sheets because the assets are
not available to satisfy our current obligations. As of December 31, 2014, and December 31, 2013, the Company’s available-for-sale
securities included solvency capital funds of $836 million and $667 million, respectively.
In 2014 and 2013, the Company did not have any held-to-maturity securities. The Company’s available-for-sale securities were
included in the following line items in our consolidated balance sheets (in millions):
December 31,
Cash and cash equivalents
Marketable securities
Other investments
Other assets
2014
$ 43
3,350
3,512
974
$ 7,879
2013
$ 245
2,861
958
778
$ 4,842
91
The contractual maturities of these investments as of December 31, 2014, were as follows (in millions):
Within 1 year
After 1 year through 5 years
After 5 years through 10 years
After 10 years
Equity securities
Available-for-Sale Securities
Cost
Fair Value
$ 1,589
1,709
118
380
2,687
$ 6,483
$ 1,489
1,747
130
392
4,121
$ 7,879
The Company expects that actual maturities may differ from the contractual maturities above because borrowers have the right to call
or prepay certain obligations.
Cost Method Investments
Cost method investments are initially recorded at cost, and we record dividend income when applicable dividends are declared. Cost
method investments are reported as other investments in our consolidated balance sheets, and dividend income from cost method
investments is reported in other income (loss) — net in our consolidated statements of income. We review all of our cost method
investments quarterly to determine if impairment indicators are present; however, we are not required to determine the fair value
of these investments unless impairment indicators exist. When impairment indicators exist, we generally use discounted cash flow
analyses to determine the fair value. We estimate that the fair values of our cost method investments approximated or exceeded their
carrying values as of December 31, 2014 and 2013. Our cost method investments had a carrying value of $166 million and $162 million
as of December 31, 2014 and 2013, respectively.
NOTE 4: INVENTORIES
Inventories consist primarily of raw materials and packaging (which includes ingredients and supplies) and finished goods (which
include concentrates and syrups in our concentrate operations and finished beverages in our finished product operations). Inventories
are valued at the lower of cost or market. We determine cost on the basis of the average cost or first-in, first-out methods. Inventories
consisted of the following (in millions):
December 31,
Raw materials and packaging
Finished goods
Other
Total inventories
2014
$ 1,615
1,134
351
$ 3,100
2013
$ 1,692
1,240
345
$ 3,277
NOTE 5: HEDGING TRANSACTIONS AND DERIVATIVE FINANCIAL INSTRUMENTS
The Company is directly and indirectly affected by changes in certain market conditions. These changes in market conditions
may adversely impact the Company’s financial performance and are referred to as “market risks.” Our Company, when deemed
appropriate, uses derivatives as a risk management tool to mitigate the potential impact of certain market risks. The primary market
risks managed by the Company through the use of derivative instruments are foreign currency exchange rate risk, commodity price risk
and interest rate risk.
The Company uses various types of derivative instruments including, but not limited to, forward contracts, commodity futures
contracts, option contracts, collars and swaps. Forward contracts and commodity futures contracts are agreements to buy or sell a
quantity of a currency or commodity at a predetermined future date, and at a predetermined rate or price. An option contract is
an agreement that conveys the purchaser the right, but not the obligation, to buy or sell a quantity of a currency or commodity at
a predetermined rate or price during a period or at a time in the future. A collar is a strategy that uses a combination of options to
limit the range of possible positive or negative returns on an underlying asset or liability to a specific range, or to protect expected
future cash flows. To do this, an investor simultaneously buys a put option and sells (writes) a call option, or alternatively buys a call
option and sells (writes) a put option. A swap agreement is a contract between two parties to exchange cash flows based on specified
underlying notional amounts, assets and/or indices. We do not enter into derivative financial instruments for trading purposes.
All derivatives are carried at fair value in our consolidated balance sheets in the following line items, as applicable: prepaid
expenses and other assets; other assets; accounts payable and accrued expenses; and other liabilities. The carrying values of the
92
derivatives reflect the impact of legally enforceable master netting agreements and cash collateral held or placed with the same
counterparties, as applicable. These master netting agreements allow the Company to net settle positive and negative positions (assets
and liabilities) arising from different transactions with the same counterparty.
The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the
derivatives have been designated and qualify as hedging instruments and the type of hedging relationships. Derivatives can be
designated as fair value hedges, cash flow hedges or hedges of net investments in foreign operations. The changes in the fair values
of derivatives that have been designated and qualify for fair value hedge accounting are recorded in the same line item in our
consolidated statements of income as the changes in the fair values of the hedged items attributable to the risk being hedged. The
changes in fair values of derivatives that have been designated and qualify as cash flow hedges or hedges of net investments in foreign
operations are recorded in AOCI and are reclassified into the line item in our consolidated statement of income in which the hedged
items are recorded in the same period the hedged items affect earnings. Due to the high degree of effectiveness between the hedging
instruments and the underlying exposures being hedged, fluctuations in the value of the derivative instruments are generally offset by
changes in the fair values or cash flows of the underlying exposures being hedged. The changes in fair values of derivatives that were
not designated and/or did not qualify as hedging instruments are immediately recognized into earnings.
For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents, at inception, the
financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking
the hedge transaction. In addition, the Company formally assesses, both at the inception and at least quarterly thereafter, whether
the financial instruments used in hedging transactions are effective at offsetting changes in either the fair values or cash flows of the
related underlying exposures. Any ineffective portion of a financial instrument’s change in fair value is immediately recognized into
earnings.
The Company determines the fair values of its derivatives based on quoted market prices or pricing models using current market rates.
Refer to Note 16. The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by
the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are
calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates, foreign currency exchange
rates, commodity rates or other financial indices. The Company does not view the fair values of its derivatives in isolation, but rather
in relation to the fair values or cash flows of the underlying hedged transactions or other exposures. Virtually all of our derivatives are
straightforward over-the-counter instruments with liquid markets.
The following table presents the fair values of the Company’s derivative instruments that were designated and qualified as part of a
hedging relationship (in millions):
Derivatives Designated as Hedging Instruments
Balance Sheet Location1
Assets:
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Interest rate contracts
Interest rate contracts
Total assets
Liabilities:
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Interest rate contracts
Interest rate contracts
Total liabilities
Prepaid expenses and other assets
Other assets
Prepaid expenses and other assets
Prepaid expenses and other assets
Other assets
Accounts payable and accrued expenses
Other liabilities
Accounts payable and accrued expenses
Accounts payable and accrued expenses
Other liabilities
Fair Value1,2
December 31,
2014
December 31,
2013
$ 923
346
—
14
146
$ 1,429
$ 24
249
1
11
35
$ 320
$ 211
109
1
—
283
$ 604
$ 84
40
1
—
—
$ 125
1 All of the Company’s derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of legally enforceable
master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate
that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to Note 16 for the net
presentation of the Company’s derivative instruments.
2 Refer to Note 16 for additional information related to the estimated fair value.
93
The following table presents the fair values of the Company’s derivative instruments that were not designated as hedging instruments
(in millions):
Derivatives Not Designated as Hedging Instruments
Balance Sheet Location1
Assets:
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Commodity contracts
Other derivative instruments
Other derivative instruments
Total assets
Liabilities:
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Commodity contracts
Interest rate contracts
Other derivative instruments
Total liabilities
Prepaid expenses and other assets
Other assets
Prepaid expenses and other assets
Other assets
Prepaid expenses and other assets
Other assets
Accounts payable and accrued expenses
Other liabilities
Accounts payable and accrued expenses
Other liabilities
Other liabilities
Accounts payable and accrued expenses
Fair Value1,2
December 31,
2014
December 31,
2013
$ 44
231
9
1
14
2
$ 301
$ 33
21
156
17
2
11
$ 240
$ 21
171
33
1
9
—
$ 235
$ 24
—
23
—
3
—
$ 50
1 All of the Company’s derivative instruments are carried at fair value in our consolidated balance sheets after considering the impact of legally enforceable
master netting agreements and cash collateral held or placed with the same counterparties, as applicable. Current disclosure requirements mandate
that derivatives must also be disclosed without reflecting the impact of master netting agreements and cash collateral. Refer to Note 16 for the net
presentation of the Company’s derivative instruments.
2 Refer to Note 16 for additional information related to the estimated fair value.
Credit Risk Associated with Derivatives
We have established strict counterparty credit guidelines and enter into transactions only with financial institutions of investment grade
or better. We monitor counterparty exposures regularly and review any downgrade in credit rating immediately. If a downgrade in
the credit rating of a counterparty were to occur, we have provisions requiring collateral in the form of U.S. government securities for
substantially all of our transactions. To mitigate presettlement risk, minimum credit standards become more stringent as the duration
of the derivative financial instrument increases. In addition, the Company’s master netting agreements reduce credit risk by permitting
the Company to net settle for transactions with the same counterparty. To minimize the concentration of credit risk, we enter into
derivative transactions with a portfolio of financial institutions. Based on these factors, we consider the risk of counterparty default to
be minimal.
Cash Flow Hedging Strategy
The Company uses cash flow hedges to minimize the variability in cash flows of assets or liabilities or forecasted transactions caused
by fluctuations in foreign currency exchange rates, commodity prices or interest rates. The changes in the fair values of derivatives
designated as cash flow hedges are recorded in AOCI and are reclassified into the line item in our consolidated statement of income
in which the hedged items are recorded in the same period the hedged items affect earnings. The changes in fair values of hedges that
are determined to be ineffective are immediately reclassified from AOCI into earnings. During the years ended December 31, 2014,
2013 and 2012, the Company did not record any gains or losses into earnings as a result of the discontinuance of cash flow hedges
due to forecasted transactions that were no longer expected to occur. The maximum length of time for which the Company hedges its
exposure to the variability in future cash flows is typically three years.
94
The Company maintains a foreign currency cash flow hedging program to reduce the risk that our eventual U.S. dollar net cash
inflows from sales outside the United States and U.S. dollar net cash outflows from procurement activities will be adversely affected by
changes in foreign currency exchange rates. We enter into forward contracts and purchase foreign currency options (principally euros
and Japanese yen) and collars to hedge certain portions of forecasted cash flows denominated in foreign currencies. When the U.S.
dollar strengthens against the foreign currencies, the decline in the present value of future foreign currency cash flows is partially offset
by gains in the fair value of the derivative instruments. Conversely, when the U.S. dollar weakens, the increase in the present value of
future foreign currency cash flows is partially offset by losses in the fair value of the derivative instruments. The total notional values of
derivatives that have been designated and qualify for the Company’s foreign currency cash flow hedging program were $13,224 million
and $8,450 million as of December 31, 2014 and 2013, respectively.
During the year ended December 31, 2014, the Company entered into cross-currency swaps to hedge the changes in the cash flows
of its euro-denominated debt due to changes in euro exchange rates. These swaps have been designated as cash flow hedges. The
Company records the change in carrying value of the euro-denominated debt due to changes in exchange rates into earnings each
period in the line item other income (loss) — net in our consolidated statement of income. The changes in fair value of the cross-
currency swap derivatives are recorded into AOCI with an immediate reclassification into earnings for the change in fair value
attributable to fluctuations in the euro exchange rates. These swaps have a notional amount of $2,590 million as of December 31, 2014.
The Company has entered into commodity futures contracts and other derivative instruments on various commodities to mitigate
the price risk associated with forecasted purchases of materials used in our manufacturing process. The derivative instruments
have been designated and qualify as part of the Company’s commodity cash flow hedging program. The objective of this hedging
program is to reduce the variability of cash flows associated with future purchases of certain commodities. The total notional values of
derivatives that have been designated and qualify for this program were $9 million and $26 million as of December 31, 2014 and 2013,
respectively.
Our Company monitors our mix of short-term debt and long-term debt regularly. From time to time, we manage our risk to interest
rate fluctuations through the use of derivative financial instruments. The Company has entered into interest rate swap agreements
and has designated these instruments as part of the Company’s interest rate cash flow hedging program. The objective of this hedging
program is to mitigate the risk of adverse changes in benchmark interest rates on the Company’s future interest payments. The total
notional values of these interest rate swap agreements that were designated and qualified for the Company’s interest rate cash flow
hedging program were $4,328 million and $1,828 million as of December 31, 2014 and 2013, respectively.
95
The following table presents the pretax impact that changes in the fair values of derivatives designated as cash flow hedges had on
AOCI and earnings during the years ended December 31, 2014, 2013 and 2012 (in millions):
Gain (Loss
)
Recognized
in Other
Comprehensive
Income (“OCI’’
)
$ 973
50
(218)
(180)
—
$ 625
$ 218
52
169
2
$ 441
$ 59
34
1
(4)
$ 90
)
Location of Gain (Loss
Recognized in Income1
Net operating revenues
Cost of goods sold
Other income (loss) — net
Interest expense
Cost of goods sold
Net operating revenues
Cost of goods sold
Interest expense
Cost of goods sold
Net operating revenues
Cost of goods sold
Interest expense
Cost of goods sold
2014
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Interest rate contracts
Commodity contracts
Total
2013
Foreign currency contracts
Foreign currency contracts
Interest rate contracts
Commodity contracts
Total
2012
Foreign currency contracts
Foreign currency contracts
Interest rate contracts
Commodity contracts
Total
Gain (Loss
)
Reclassified from
AOCI into Income
(Effective Portion
)
Gain (Loss
)
Recognized in Income
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing
)
$ 121
34
(108)
—
3
$ 50
$ 149
32
(12)
(2)
$ 167
$ (46)
(23)
(12)
(1)
$ (82)
$ —2
—2
—
—
—
$ —
$ 1
—2
(3)
—
$ (2)
$ 2
—
—2
—
$ 2
1 The Company records gains and losses reclassified from AOCI in income for the effective portion and ineffective portion, if any, to the same line items in
our consolidated statements of income.
2 Includes a de minimis amount of ineffectiveness in the hedging relationship.
As of December 31, 2014, the Company estimates that it will reclassify into earnings during the next 12 months gains of approximately
$416 million from the pretax amount recorded in AOCI as the anticipated cash flows occur.
Fair Value Hedging Strategy
The Company uses interest rate swap agreements designated as fair value hedges to minimize exposure to changes in the fair value
of fixed-rate debt that results from fluctuations in benchmark interest rates. The changes in fair values of derivatives designated as
fair value hedges and the offsetting changes in fair values of the hedged items are recognized in earnings. The ineffective portions of
these hedges are immediately recognized into earnings. As of December 31, 2014, such adjustments increased the carrying value of
our long-term debt by $34 million. Refer to Note 10. When a derivative is no longer designated as a fair value hedge for any reason,
including termination and maturity, the remaining unamortized difference between the carrying value of the hedged item at that time
and the par value of the hedged item is amortized to earnings over the remaining life of the hedged item, or immediately if the hedged
item has matured. The changes in fair values of hedges that are determined to be ineffective are immediately recognized into earnings.
The total notional values of derivatives that related to our fair value hedges of this type were $6,600 million and $5,600 million as of
December 31, 2014 and 2013, respectively.
96
The Company uses fair value hedges to minimize exposure to changes in the fair value of certain available-for-sale securities
from fluctuations in foreign currency exchange rates. The changes in fair values of derivatives designated as fair value hedges and
the offsetting changes in fair values of the hedged items are recognized in earnings. The changes in fair values of hedges that are
determined to be ineffective are immediately recognized into earnings. The total notional values of derivatives that related to our fair
value hedges of this type were $1,358 million and $996 million as of December 31, 2014 and 2013, respectively.
The following table summarizes the pretax impact that changes in the fair values of derivatives designated as fair value hedges had on
earnings during the years ended December 31, 2014, 2013 and 2012 (in millions):
Hedging Instruments and Hedged Items
2014
Interest rate contracts
Fixed-rate debt
Net impact to interest expense
Foreign currency contracts
Available-for-sale securities
Net impact to other income (loss) — net
Net impact of fair value hedging instruments
2013
Interest rate contracts
Fixed-rate debt
Net impact to interest expense
Foreign currency contracts
Available-for-sale securities
Net impact to other income (loss) — net
Net impact of fair value hedging instruments
2012
Interest rate contracts
Fixed-rate debt
Net impact to interest expense
Foreign currency contracts
Available-for-sale securities
Net impact to other income (loss) — net
Net impact of fair value hedging instruments
Location of Gain (Loss)
Recognized in Income
)
Gain (Loss
Recognized in Income1
Interest expense
Interest expense
Other income (loss) — net
Other income (loss) — net
Interest expense
Interest expense
Other income (loss) — net
Other income (loss) — net
Interest expense
Interest expense
Other income (loss) — net
Other income (loss) — net
$ 18
11
$ 29
$ 132
(165)
$ (33)
$ (4)
$ (193)
240
$ 47
$ 24
(48)
$ (24)
$ 23
$ 89
(42)
$ 47
$ 42
(46)
$ (4)
$ 43
1 The net impacts represent the ineffective portions of the hedge relationships and the amounts excluded from the assessment of hedge effectiveness.
Hedges of Net Investments in Foreign Operations Strategy
The Company uses forward contracts to protect the value of our investments in a number of foreign subsidiaries. For derivative
instruments that are designated and qualify as hedges of net investments in foreign operations, the changes in fair values of the
derivative instruments are recognized in net foreign currency translation gain (loss), a component of AOCI, to offset the changes in
the values of the net investments being hedged. Any ineffective portions of net investment hedges are reclassified from AOCI into
earnings during the period of change. The total notional values of derivatives under this hedging program were $2,047 million and
$2,024 million as of December 31, 2014 and 2013, respectively.
97
The following table presents the pretax impact that changes in the fair values of derivatives designated as net investment hedges had
on AOCI during the years ended December 31, 2014, 2013 and 2012 (in millions):
Year Ended December 31,
Foreign currency contracts
Gain (Loss)
Recognized in OCI
2014
2013
2012
$ 80
$ 61
$ (61)
The Company did not reclassify any deferred gains or losses related to net investment hedges from AOCI to earnings during the years
ended December 31, 2014, 2013 and 2012. In addition, the Company did not have any ineffectiveness related to net investment hedges
during the years ended December 31, 2014, 2013 and 2012.
Economic (Non-Designated) Hedging Strategy
In addition to derivative instruments that are designated and qualify for hedge accounting, the Company also uses certain derivatives
as economic hedges of foreign currency, interest rate and commodity exposure. Although these derivatives were not designated
and/or did not qualify for hedge accounting, they are effective economic hedges. The changes in fair value of economic hedges are
immediately recognized into earnings.
The Company uses foreign currency economic hedges to offset the earnings impact that fluctuations in foreign currency exchange
rates have on certain monetary assets and liabilities denominated in nonfunctional currencies. The changes in fair value of economic
hedges used to offset the monetary assets and liabilities are recognized into earnings in the line item other income (loss) — net in
our consolidated statements of income. In addition, we use foreign currency economic hedges to minimize the variability in cash
flows associated with changes in foreign currency exchange rates. The changes in fair value of economic hedges used to offset the
variability in U.S. dollar net cash flows are recognized into earnings in the line items net operating revenues and cost of goods sold in
our consolidated statements of income. The total notional values of derivatives related to our foreign currency economic hedges were
$4,334 million and $3,871 million as of December 31, 2014 and 2013, respectively.
The Company also uses certain derivatives as economic hedges to mitigate the price risk associated with the purchase of materials used
in the manufacturing process and for vehicle fuel. The changes in fair values of these economic hedges are immediately recognized
into earnings in the line items net operating revenues, cost of goods sold, and selling, general and administrative expenses in our
consolidated statements of income, as applicable. The total notional values of derivatives related to our economic hedges of this type
were $816 million and $1,441 million as of December 31, 2014 and 2013, respectively.
The following table presents the pretax impact that changes in the fair values of derivatives not designated as hedging instruments had
on earnings during the years ended December 31, 2014, 2013 and 2012 (in millions):
Derivatives Not Designated
as Hedging Instruments
Foreign currency contracts
Foreign currency contracts
Foreign currency contracts
Commodity contracts
Commodity contracts
Commodity contracts
Interest rate swaps
Other derivative instruments
Other derivative instruments
Total
Location of Gains (Losses)
Recognized in Income
Net operating revenues
Other income (loss) — net
Cost of goods sold
Net operating revenues
Cost of goods sold
Selling, general and administrative expenses
Interest expense
Selling, general and administrative expenses
Other income (loss) — net
Gains (Losses)
Year Ended December 31,
2014
2013
2012
$ (6)
(85)
—
(48)
(8)
(79)
—
24
39
$ 5
162
2
5
(122)
7
(3)
55
—
$ (163)
$ 111
$ (7)
24
—
4
(110)
9
—
18
—
$ (62)
98
NOTE 6: EQUITY METHOD INVESTMENTS
Our consolidated net income includes our Company’s proportionate share of the net income or loss of our equity method investees.
When we record our proportionate share of net income, it increases equity income (loss) — net in our consolidated statements of
income and our carrying value in that investment. Conversely, when we record our proportionate share of a net loss, it decreases
equity income (loss) — net in our consolidated statements of income and our carrying value in that investment. The Company’s
proportionate share of the net income or loss of our equity method investees includes significant operating and nonoperating items
recorded by our equity method investees. These items can have a significant impact on the amount of equity income (loss) — net
in our consolidated statements of income and our carrying value in those investments. Refer to Note 17 for additional information
related to significant operating and nonoperating items recorded by our equity method investees. The carrying values of our equity
method investments are also impacted by our proportionate share of items impacting the equity investee’s AOCI.
We eliminate from our financial results all significant intercompany transactions, including the intercompany portion of transactions
with equity method investees.
The Company’s equity method investments include our ownership interests in Coca-Cola FEMSA, Coca-Cola Hellenic and Coca-Cola
Amatil. As of December 31, 2014, we owned 28 percent, 23 percent and 29 percent, respectively, of these companies’ outstanding
shares. As of December 31, 2014, our investment in our equity method investees in the aggregate exceeded our proportionate share of
the net assets of these equity method investees by $1,671 million. This difference is not amortized.
A summary of financial information for our equity method investees in the aggregate is as follows (in millions):
Year Ended December 31,
Net operating revenues
Cost of goods sold
Gross profit
Operating income
Consolidated net income
Less: Net income attributable to noncontrolling interests
Net income attributable to common shareowners
Equity income (loss) — net
December 31,
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
Equity attributable to shareowners of investees
Equity attributable to noncontrolling interests
Total equity
Company equity investment
2014
2013
2012
$ 52,627
31,810
$ 53,038
32,377
$ 47,087
28,821
$ 20,817
$ 20,661
$ 18,266
$ 4,489
$ 4,380
$ 4,605
$ 2,440
74
$ 2,364
62
$ 2,993
89
$ 2,366
$ 2,302
$ 2,904
$ 769
$ 602
$ 819
2014
2013
$ 16,184
40,080
$ 19,229
40,427
$ 56,264
$ 59,656
$ 12,477
16,657
$ 14,386
17,779
$ 29,134
$ 32,165
$ 26,363
767
$ 26,668
823
$ 27,130
$ 27,491
$ 9,947
$ 10,393
Net sales to equity method investees, the majority of which are located outside the United States, were $10,063 million, $9,178 million
and $7,082 million in 2014, 2013 and 2012, respectively. Total payments, primarily marketing, made to equity method investees were
$1,605 million, $1,807 million and $1,587 million in 2014, 2013 and 2012, respectively. In addition, purchases of finished products from
equity method investees were $381 million, $415 million and $392 million in 2014, 2013 and 2012, respectively.
If valued at the December 31, 2014 quoted closing prices of shares actively traded on stock markets, the value of our equity method
investments in publicly traded bottlers would have exceeded our carrying value by $5,443 million.
99
Net Receivables and Dividends from Equity Method Investees
Total net receivables due from equity method investees were $1,448 million and $1,308 million as of December 31, 2014 and 2013,
respectively. The total amount of dividends received from equity method investees was $398 million, $401 million and $393 million
for the years ended December 31, 2014, 2013 and 2012, respectively. Dividends received included a $35 million special dividend from
Coca-Cola Hellenic during 2012. We classified the receipt of the special dividend in cash flows from operating activities because our
cumulative equity in earnings from Coca-Cola Hellenic exceeded the cumulative distributions received; therefore, the dividends were
deemed to be a return on our investment and not a return of our investment.
NOTE 7: PROPERTY, PLANT AND EQUIPMENT
The following table summarizes our property, plant and equipment (in millions):
December 31,
Land
Buildings and improvements
Machinery, equipment and vehicle fleet
Construction in progress
Less accumulated depreciation
Property, plant and equipment — net
NOTE 8: INTANGIBLE ASSETS
Indefinite-Lived Intangible Assets
The following table summarizes information related to indefinite-lived intangible assets (in millions):
December 31,
Trademarks1
Bottlers’ franchise rights2,3
Goodwill
Other
Indefinite-lived intangible assets
2014
2013
$ 972
5,539
18,225
522
$ 25,258
10,625
$ 1,011
5,605
17,551
865
$ 25,032
10,065
$ 14,633
$ 14,967
2014
2013
$ 6,533
6,689
12,100
170
$ 6,744
7,415
12,312
171
$ 25,492
$ 26,642
1 The decrease in 2014 was primarily the result of changes in brand strategies causing certain trademarks to become definite-lived, the transfer of the
Company’s energy brands to assets held for sale and the effect of translation adjustments. This decrease was partially offset by the finalization of purchase
accounting related to the Company’s consolidation of innocent in 2013. Refer to Note 2 for additional information.
2 The decrease in 2014 was primarily related to North America refranchising. Refer to Note 2 for additional information.
3 The Company has agreements with Dr Pepper Snapple Group, Inc. (“DPSG”) to distribute Dr Pepper trademark brands in the United States, Canada
Dry in the Northeastern United States, and Canada Dry and C’ Plus in Canada. As of December 31, 2014, the agreements have remaining terms of
16 years, with automatic 20-year renewal periods unless otherwise terminated under the terms of the agreements and there are no significant costs
to renew the agreements. The Company anticipates using the assets indefinitely. The distribution rights acquired from DPSG are the only significant
indefinite-lived intangible assets subject to renewal or extension arrangements. The carrying values of these rights as of December 31, 2014 and 2013,
were $784 million and $865 million, respectively. The decrease is related to North America refranchising. Refer to Note 2 for additional information.
100
The following table provides information related to the carrying value of our goodwill by operating segment (in millions):
2013
Balance as of January 1
Effect of foreign currency translation
Acquisitions1
Adjustments related to the finalization
of purchase accounting1
Impairment2
Divestitures, deconsolidations and other
Eurasia &
Africa
Europe
Latin
America
North
America
Asia
Pacific
Bottling
Investments
Total
$ 34
(3)
5
$ 691
29
102
$ 168
(12)
—
$ 10,577
—
—
$ 123
(6)
—
$ 662
10
20
$ 12,255
18
127
—
—
—
—
—
—
—
—
—
(4)
—
(1)
—
—
—
(1)
(82)
—
(5)
(82)
(1)
Balance as of December 31
$ 36
$ 822
$ 156
$ 10,572
$ 117
$ 609
$ 12,312
2014
Balance as of January 1
Effect of foreign currency translation
Acquisitions1
Adjustments related to the finalization
of purchase accounting1
Divestitures, deconsolidations and other1
$ 36
(2)
—
(4)
(3)
$ 822
(60)
—
(43)
—
$ 156
(9)
—
$ 10,572
—
11
$ 117
(2)
16
$ 609
(26)
3
$ 12,312
(99)
30
—
—
—
(79)
—
—
(14)
—
(61)
(82)
Balance as of December 31
$ 27
$ 719
$ 147
$ 10,504
$ 131
$ 572
$ 12,100
1 Refer to Note 2 for information related to the Company’s acquisitions and divestitures.
2 Refer to Note 17 for information related to the Company’s impairment of goodwill.
Definite-Lived Intangible Assets
The following table summarizes information related to definite-lived intangible assets (in millions):
Customer relationships1
Bottlers’ franchise rights1
Trademarks2
Other
Total
December 31, 2014
December 31, 2013
Gross
Carrying
Amount
$ 597
664
222
96
$ 1,579
Accumulated
Amortization
Net
$ (229) $ 368
289
183
40
(375)
(39)
(56)
Gross
Carrying
Amount
$ 642
722
105
128
Accumulated
Amortization
Net
$ (202) $ 440
405
79
45
(317)
(26)
(83)
$ (699) $ 880
$ 1,597
$ (628) $ 969
1 The decrease in 2014 was primarily due to the derecognition of intangible assets as a result of the North America refranchising. Refer to Note 2 for
additional information.
2 The increase in 2014 was the result of changes in brand strategies causing certain indefinite-lived trademarks to become definite-lived.
Total amortization expense for intangible assets subject to amortization was $168 million, $165 million and $173 million in 2014, 2013
and 2012, respectively.
Based on the carrying value of definite-lived intangible assets as of December 31, 2014, we estimate our amortization expense for the
next five years will be as follows (in millions):
2015
2016
2017
2018
2019
101
Amortization
Expense
$ 156
149
121
61
59
NOTE 9: ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following (in millions):
December 31,
Accrued marketing
Other accrued expenses
Trade accounts payable
Accrued compensation
Sales, payroll and other taxes
Container deposits
Accounts payable and accrued expenses
NOTE 10: DEBT AND BORROWING ARRANGEMENTS
Short-Term Borrowings
2014
2013
$ 2,103 $ 2,407
3,515
1,933
933
450
339
3,182
2,089
997
511
352
$ 9,234 $ 9,577
Loans and notes payable consist primarily of commercial paper issued in the United States. As of December 31, 2014 and 2013, we
had $19,010 million and $16,853 million, respectively, in outstanding commercial paper borrowings. Our weighted-average interest
rates for commercial paper outstanding were approximately 0.2 percent and 0.2 percent per year as of December 31, 2014 and 2013,
respectively.
In addition, we had $8,723 million in lines of credit and other short-term credit facilities as of December 31, 2014. The Company’s
total lines of credit included $120 million that was outstanding and primarily related to our international operations.
Included in the credit facilities discussed above, the Company had $7,677 million in lines of credit for general corporate purposes.
These backup lines of credit expire at various times from 2015 through 2019. There were no borrowings under these backup lines of
credit during 2014. These credit facilities are subject to normal banking terms and conditions. Some of the financial arrangements
require compensating balances, none of which is presently significant to our Company.
Long-Term Debt
During 2014, the Company issued $3,537 million of long-term debt. The general terms of the notes issued are as follows:
• $1,000 million total principal amount of notes due September 1, 2015, at a variable interest rate equal to the three-month
London Interbank Offered Rate (“LIBOR”) plus 0.01 percent;
• $1,015 million total principal amount of euro notes due September 22, 2022, at a fixed interest rate of 1.125 percent; and
• $1,522 million total principal amount of euro notes due September 22, 2026, at a fixed interest rate of 1.875 percent.
During 2014, the Company retired $1,000 million of long-term debt upon maturity.
During 2013, the Company issued $7,500 million of long-term debt. The general terms of the notes issued are as follows:
• $500 million total principal amount of notes due March 5, 2015, at a variable interest rate equal to the three-month LIBOR
minus 0.02 percent;
• $500 million total principal amount of notes due November 1, 2016, at a variable interest rate equal to the three-month LIBOR
plus 0.10 percent;
• $500 million total principal amount of notes due November 1, 2016, at a fixed interest rate of 0.75 percent;
• $1,250 million total principal amount of notes due April 1, 2018, at a fixed interest rate of 1.15 percent;
• $1,250 million total principal amount of notes due November 1, 2018, at a fixed interest rate of 1.65 percent;
• $1,250 million total principal amount of notes due November 1, 2020, at a fixed interest rate of 2.45 percent;
• $750 million total principal amount of notes due April 1, 2023, at a fixed interest rate of 2.50 percent; and
• $1,500 million total principal amount of notes due November 1, 2023, at a fixed interest rate of 3.20 percent.
102
During 2013, the Company retired $1,250 million of debt upon maturity. The Company also extinguished $2,154 million of long-term
debt prior to maturity, incurring associated extinguishment charges of $50 million. The general terms of the notes that were
extinguished were:
• $225 million total principal amount of notes due August 15, 2013, at a fixed interest rate of 5.0 percent;
• $675 million total principal amount of notes due March 3, 2014, at a fixed interest rate of 7.375 percent;
• $900 million total principal amount of notes due March 15, 2014, at a fixed interest rate of 3.625 percent; and
• $354 million total principal amount of notes due March 1, 2015, at a fixed interest rate of 4.25 percent.
During 2012, the Company retired $1,250 million of long-term notes upon maturity and issued $2,750 million of long-term debt.
The general terms of the notes issued are as follows:
• $1,000 million total principal amount of notes due March 14, 2014, at a variable interest rate equal to the three-month LIBOR
minus 0.05 percent;
• $1,000 million total principal amount of notes due March 13, 2015, at a fixed interest rate of 0.75 percent; and
• $750 million total principal amount of notes due March 14, 2018, at a fixed interest rate of 1.65 percent.
The Company’s long-term debt consisted of the following (in millions, except average rate data):
U.S. dollar notes due 2015–2093
U.S. dollar debentures due 2017–2098
U.S. dollar zero coupon notes due 20202
Euro notes due 2022 and 20263
Other, due through 20984
Fair value adjustment5
Total6,7
Less current portion
Long-term debt
December 31, 2014
December 31, 2013
Amount
$ 17,433
2,157
143
2,468
380
34
$ 22,615
3,552
$ 19,063
Average
Rate1
Amount
Average
Rate1
1.8% $ 17,427
3.9
2,191
8.4
138
3.7
—
4.0
370
N/A
52
2.2% $ 20,178
1,024
$ 19,154
1.8%
3.9
8.4
—
4.0
N/A
2.2%
1 These rates represent the weighted-average effective interest rate on the balances outstanding as of year end, as adjusted for the effects of interest rate
swap agreements, cross currency swap agreements and fair value adjustments, if applicable. Refer to Note 5 for a more detailed discussion on interest rate
management.
2 This amount is shown net of unamortized discounts of $28 million and $33 million as of December 31, 2014 and 2013, respectively.
3 This amount includes adjustments recorded due to changes in foreign currency exchange rates.
4 As of December 31, 2014, the amount shown includes $199 million of debt instruments that are due through 2031.
5 Refer to Note 5 for additional information about our fair value hedging strategy.
6 As of December 31, 2014 and 2013, the fair value of our long-term debt, including the current portion, was $23,411 million and $20,352 million,
respectively. The fair value of our long-term debt is estimated based on quoted prices for those or similar instruments.
7 The above notes and debentures include various restrictions, none of which is presently significant to our Company.
The carrying value of the Company’s long-term debt included fair value adjustments related to the debt assumed from Coca-Cola
Enterprises Inc. (“CCE”) of $464 million and $514 million as of December 31, 2014 and 2013, respectively. These fair value
adjustments are being amortized over the number of years remaining until the underlying debt matures. As of December 31, 2014,
the weighted-average maturity of the assumed debt to which these fair value adjustments relate was approximately 20 years. The
amortization of these fair value adjustments will be a reduction of interest expense in future periods, which will typically result in our
interest expense being less than the actual interest paid to service the debt. Total interest paid was $498 million, $498 million and
$574 million in 2014, 2013 and 2012, respectively.
103
Maturities of long-term debt for the five years succeeding December 31, 2014, are as follows (in millions):
2015
2016
2017
2018
2019
Maturities of
Long-Term Debt
$ 3,552
2,689
1,363
3,308
1,004
NOTE 11: COMMITMENTS AND CONTINGENCIES
Guarantees
As of December 31, 2014, we were contingently liable for guarantees of indebtedness owed by third parties of $565 million, of which
$155 million was related to VIEs. Refer to Note 1 for additional information related to the Company’s maximum exposure to loss
due to our involvement with VIEs. Our guarantees are primarily related to third-party customers, bottlers, vendors and container
manufacturing operations and have arisen through the normal course of business. These guarantees have various terms, and none
of these guarantees was individually significant. The amount represents the maximum potential future payments that we could be
required to make under the guarantees; however, we do not consider it probable that we will be required to satisfy these guarantees.
We believe our exposure to concentrations of credit risk is limited due to the diverse geographic areas covered by our operations.
Legal Contingencies
The Company is involved in various legal proceedings. We establish reserves for specific legal proceedings when we determine that the
likelihood of an unfavorable outcome is probable and the amount of loss can be reasonably estimated. Management has also identified
certain other legal matters where we believe an unfavorable outcome is reasonably possible and/or for which no estimate of possible
losses can be made. Management believes that the total liabilities to the Company that may arise as a result of currently pending legal
proceedings will not have a material adverse effect on the Company taken as a whole.
Indemnifications
At the time we acquire or divest our interest in an entity, we sometimes agree to indemnify the seller or buyer for specific contingent
liabilities. Management believes that any liability to the Company that may arise as a result of any such indemnification agreements
will not have a material adverse effect on the Company taken as a whole.
Tax Audits
The Company is involved in various tax matters, with respect to some of which the outcome is uncertain. These audits may result in the
assessment of additional taxes that are subsequently resolved with authorities or potentially through the courts. Refer to Note 14.
Risk Management Programs
The Company has numerous global insurance programs in place to help protect the Company from the risk of loss. In general, we
are self-insured for large portions of many different types of claims; however, we do use commercial insurance above our self-insured
retentions to reduce the Company’s risk of catastrophic loss. Our reserves for the Company’s self-insured losses are estimated through
actuarial procedures of the insurance industry and by using industry assumptions, adjusted for our specific expectations based on
our claim history. The Company’s self-insurance reserves totaled $530 million and $537 million as of December 31, 2014 and 2013,
respectively.
Workforce (Unaudited)
We refer to our employees as “associates.” As of December 31, 2014, our Company had approximately 129,200 associates, of which
approximately 65,300 associates were located in the United States. Our Company, through its divisions and subsidiaries, is a party to
numerous collective bargaining agreements. As of December 31, 2014, approximately 18,000 associates, excluding seasonal hires, in
North America were covered by collective bargaining agreements. These agreements typically have terms of three to five years. We
currently expect that we will be able to renegotiate such agreements on satisfactory terms when they expire. The Company believes
that its relations with its associates are generally satisfactory.
104
Operating Leases
The following table summarizes our minimum lease payments under noncancelable operating leases with initial or remaining lease
terms in excess of one year as of December 31, 2014 (in millions):
Year Ended December 31,
2015
2016
2017
2018
2019
Thereafter
Total minimum operating lease payments1
1 Income associated with sublease arrangements is not significant.
NOTE 12: STOCK COMPENSATION PLANS
Operating Lease
Payments
$ 230
161
128
98
71
277
$ 965
Our Company grants stock options and restricted stock awards to certain employees of the Company. Total stock-based compensation
expense was $209 million, $227 million and $259 million in 2014, 2013 and 2012, respectively, and was included as a component of
selling, general and administrative expenses in our consolidated statements of income. The total income tax benefit recognized in our
consolidated statements of income related to stock-based compensation arrangements was $57 million, $62 million and $72 million in
2014, 2013 and 2012, respectively.
As of December 31, 2014, we had $437 million of total unrecognized compensation cost related to nonvested share-based
compensation arrangements granted under our plans. This cost is expected to be recognized over a weighted-average period of
2.2 years as stock-based compensation expense. This expected cost does not include the impact of any future stock-based
compensation awards.
The Coca-Cola Company 2014 Equity Plan (the “2014 Equity Plan”) was approved by shareowners in April 2014. Under the 2014
Equity Plan, a maximum of 500 million shares of our common stock was approved to be issued, through the grant of equity awards,
to certain employees. As of December 31, 2014, no grants have been made under the 2014 Equity Plan. Beginning in 2015, the 2014
Equity Plan will be the primary plan in use for equity awards.
Stock Option Plans
The fair value of our stock option grants is amortized over the vesting period, generally four years. The fair value of each option award
is estimated on the grant date using a Black-Scholes-Merton option-pricing model.
The weighted-average fair value of options granted during the past three years and the weighted-average assumptions used in the
Black-Scholes-Merton option-pricing model for such grants were as follows:
Fair value of options at grant date
Dividend yield1
Expected volatility2
Risk-free interest rate3
Expected term of the option4
2014
2013
2012
$ 3.91
$ 3.73
$ 3.80
2.7%
16.0%
1.6%
2.8%
17.0%
0.9%
2.7%
18.0%
1.0%
5 years
5 years
5 years
1 The dividend yield is the calculated yield on the Company’s stock at the time of the grant.
2 Expected volatility is based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock and other
factors.
3 The risk-free interest rate for the period matching the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the
grant.
4 The expected term of the option represents the period of time that options granted are expected to be outstanding and is derived by analyzing historical
exercise behavior.
105
Generally, stock options granted from 1999 through July 2003 expire 15 years from the date of grant and stock options granted in
December 2003 and thereafter expire 10 years from the date of grant. The shares of common stock to be issued and/or sold under the
stock option plans are made available from authorized and unissued Company common stock or from the Company’s treasury shares.
In 2007, the Company began issuing common stock under these plans from the Company’s treasury shares.
In addition to the 2014 Equity Plan discussed above, the Company had the following stock option plans as of December 31, 2014:
• The Coca-Cola Company 1999 Stock Option Plan (the “1999 Option Plan”) was approved by shareowners in April 1999. Under
the 1999 Option Plan, a maximum of 240 million shares of our common stock was approved to be issued, through the grant of
stock options, to certain officers and employees.
• The Coca-Cola Company 2002 Stock Option Plan (the “2002 Option Plan”) was approved by shareowners in April 2002. An
amendment to the 2002 Option Plan which permitted the issuance of stock appreciation rights was approved by shareowners
in April 2003. Under the 2002 Option Plan, a maximum of 240 million shares of our common stock was approved to be issued,
through the grant of stock options or stock appreciation rights, to certain officers and employees. No stock appreciation rights
have been issued under the 2002 Option Plan as of December 31, 2014. There are no longer any shares available for grant from
the 2002 Option Plan.
• The Coca-Cola Company 2008 Stock Option Plan (the “2008 Option Plan”) was approved by shareowners in April 2008. Under
the 2008 Option Plan, a maximum of 280 million shares of our common stock was approved to be issued, through the grant of
stock options, to certain officers and employees.
• As a result of our acquisition of CCE’s former North America business, the Company assumed certain stock-based
compensation plans previously sponsored by CCE. The assumed Coca-Cola Enterprises Inc. 2001 Stock Option Plan,
Coca-Cola Enterprises Inc. 2004 Stock Award Plan and Coca-Cola Enterprises Inc. 2007 Incentive Award Plan previously
sponsored by CCE have approximately 1.4 million shares outstanding after conversion of CCE common stock into our common
stock. The Company has not granted any equity awards from the assumed plans since the acquisition, and as of December 31,
2014, no shares remain available for grant.
As of December 31, 2014, there were 2.7 million shares available to be granted under the 1999 Option Plan and 2008 Option Plan.
Options to purchase common stock under these plans have generally been granted at the fair market value of the Company’s stock at
the date of grant.
Stock option activity for all stock option plans for the year ended December 31, 2014, was as follows:
Outstanding on January 1, 2014
Granted
Exercised
Forfeited/expired
Outstanding on December 31, 20141
Expected to vest at December 31, 2014
Exercisable on December 31, 2014
Shares
(In millions)
Weighted-Average
Exercise Price
Weighted-Average
Remaining
Contractual Life
Aggregate
Intrinsic Value
(In millions)
305
68
(58)
(10)
305
300
173
$ 29.42
37.24
26.12
35.03
$ 31.60
$ 31.51
$ 27.85
6.07 years
6.03 years
4.35 years
$ 3,241
$ 3,216
$ 2,480
1 Includes 1.4 million stock option replacement awards in connection with our acquisition of CCE’s former North America business in 2010. These options
had a weighted-average exercise price of $16.62 and generally vest over 3 years and expire 10 years from the original date of grant.
The total intrinsic value of the options exercised was $894 million, $815 million and $780 million in 2014, 2013 and 2012, respectively.
The total shares exercised were 58 million, 53 million and 61 million in 2014, 2013 and 2012, respectively.
Restricted Stock Award Plans
Under The Coca-Cola Company 1989 Restricted Stock Award Plan and The Coca-Cola Company 1983 Restricted Stock Award
Plan (the “Restricted Stock Award Plans”), 80 million and 48 million shares of restricted common stock, respectively, were originally
available to be granted to certain officers and key employees of our Company. As of December 31, 2014, 0.2 million shares remain
available for grant under the Restricted Stock Award Plans. The Company issues restricted stock to employees as a result of
performance share unit awards, time-based awards and performance-based awards.
106
For awards prior to January 1, 2008, under the 1983 Restricted Stock Award Plan, participants are reimbursed by our Company for
income taxes imposed on the award, but not for taxes generated by the reimbursement payment. The 1983 Restricted Stock Award
Plan has been amended to eliminate this tax reimbursement for awards after January 1, 2008. The shares are subject to certain transfer
restrictions and may be forfeited if a participant leaves our Company for reasons other than retirement, disability or death, absent a
change in control of our Company.
Performance Share Unit Awards
In 2003, the Company established a program to grant performance share units under The Coca-Cola Company 1989 Restricted
Stock Award Plan to executives. In 2008, the Company expanded the program to award a mix of stock options and performance
share units to a broader group of eligible employees. Performance share units under The Coca-Cola Company 1989 Restricted Stock
Award Plan require achievement of certain performance criteria, which are predefined by the Compensation Committee of the
Board of Directors at the time of grant. The primary performance criteria used is compound annual growth in economic profit over
a predefined performance period, which is generally three years. The compound annual growth in economic profit, which is adjusted
for certain items, is approved and certified by the Audit Committee of the Board of Directors. The purpose of these adjustments is
to ensure a consistent year to year comparison of the specific performance criteria. Economic profit is our net operating profit after
tax less the cost of the capital used in our business. In the event the certified results equal the predefined performance criteria, the
Company will grant the number of restricted shares or share units equal to the target award in the underlying performance share unit
agreements. In the event the certified results exceed the predefined performance criteria, additional restricted shares or share units
up to the maximum award may be granted. In the event the certified results fall below the predefined performance criteria, a reduced
number of restricted shares or share units may be granted. If the certified results fall below the threshold award performance level,
no restricted shares or share units will be granted. The restricted shares or share units granted under this program are then generally
subject to a holding period before the restricted shares or share units are released. For performance share units granted before 2008,
this holding period was generally two years. For performance share units granted in 2008 and after, this holding period is generally one
year. Restrictions on such shares or share units lapse at the end of the holding period. Performance share units generally do not pay
dividends or allow voting rights during the performance period. For awards granted prior to 2011, participants generally are entitled to
dividends or dividend equivalents once the performance criteria have been certified and the restricted shares or share units have been
issued. For awards granted in 2011 and later, participants generally are entitled to receive dividends or dividend equivalents once the
shares have been released. Accordingly, the fair value of the performance share units is the quoted market value of the Company stock
on the grant date less the present value of the expected dividends not received during the relevant period. For certain performance
share units granted beginning in 2014, the Company includes a relative TSR modifier to determine the number of restricted shares or
share units earned at the end of the performance period. For these awards, the number of restricted shares or share units earned based
on the certified achievement of the predefined performance criteria will be reduced or increased if total shareowner return over the
performance period relative to a predefined compensation comparator group of companies falls outside of a defined range. The fair
value of performance share units that include the TSR modifier is determined using a Monte Carlo valuation model.
In the period it becomes probable that the minimum performance criteria specified in the plan will be achieved, we recognize expense
for the proportionate share of the total fair value of the performance share units related to the vesting period that has already lapsed
for the shares expected to vest and be released. The remaining fair value of the shares expected to vest and be released is expensed on
a straight-line basis over the balance of the vesting period. In the event the Company determines it is no longer probable that we will
achieve the minimum performance criteria specified in the plan, we reverse all of the previously recognized compensation expense in
the period such a determination is made.
Performance share units are generally settled in stock, except for certain circumstances such as death or disability, in which case
former employees or their beneficiaries are provided a cash equivalent payment. As of December 31, 2014, performance share units of
6,017,000, 5,608,000 and 5,801,000 were outstanding for the 2012–2014, 2013–2015 and 2014–2016 performance periods, respectively,
based on the target award amounts in the performance share unit agreements.
107
The following table summarizes information about performance share units based on the target award amounts in the performance
share unit agreements:
Outstanding on January 1, 2014
Granted
Paid in cash equivalent
Canceled/forfeited
Outstanding on December 31, 20141
Share Units
(In thousands)
Weighted-Average
Grant Date
Fair Value
17,974
6,117
(5)
(6,660)
17,426
$ 30.41
32.33
30.59
29.11
$ 31.59
1 The outstanding performance share units as of December 31, 2014, at the threshold award and maximum award levels were 8.7 million and 26.1 million,
respectively.
The weighted-average grant date fair value of performance share units granted was $32.33 in 2014, $32.67 in 2013 and $29.95 in 2012.
The Company converted performance share units of 5,403 in 2014, 54,999 in 2013 and 16,267 in 2012 to cash equivalent payments
of $0.2 million, $1.8 million and $0.6 million, respectively, to former employees who were ineligible for restricted stock grants due to
certain events such as death or disability.
The following table summarizes information about nonvested restricted stock and stock units:
Nonvested on January 1, 20142
Vested and released
Canceled/forfeited
Nonvested on December 31, 20142
Restricted Stock
and Stock Units
(In thousands)
Weighted-Average
Grant Date
Fair Value1
7,014
(6,774)
(110)
130
$ 25.17
25.17
25.17
$ 25.17
1 The weighted-average grant date fair value is based on the fair values of the performance share units granted.
2 The nonvested restricted stock and stock units as of January 1, 2014, and December 31, 2014, are presented at the performance share units’ certified
award level.
The total intrinsic value of restricted shares that were vested and released was $255 million, $16 million and $148 million in 2014, 2013
and 2012, respectively. The total restricted share units vested and released in 2014 were 6,773,934 at the certified award level. In 2013
and 2012, the total restricted share units vested and released were 405,963 and 4,301,732, respectively.
Replacement performance share unit awards issued by the Company in connection with our acquisition of CCE’s former North
America business are not included in the tables or discussions above and were originally granted under the Coca-Cola Enterprises
Inc. 2007 Incentive Award Plan. These awards were converted into equivalent share units of the Company’s common stock on the
acquisition date and entitle the participant to dividend equivalents (which vest, in some cases, only if the restricted share units vest),
but not the right to vote. Accordingly, the fair value of these units was the quoted value of the Company’s stock at the grant date.
On the acquisition date, the Company issued 3.3 million replacement performance share unit awards at target with a weighted-
average grant date price of $29.56 per share that were either projected to pay out at, or previously certified at, a payout rate of
200 percent. In accordance with accounting principles generally accepted in the United States, the portion of the fair value of the
replacement awards related to services provided prior to the acquisition was included in the total purchase price. The portion of the
fair value associated with future service was recognized as expense in the fourth quarter of 2010. The Company released shares with an
intrinsic value of $5 million and $22 million in 2013 and 2012, respectively. As of December 31, 2014, the Company had no remaining
outstanding replacement performance share units.
108
Time-Based and Performance-Based Restricted Stock and Restricted Stock Unit Awards
The Coca-Cola Company 1989 Restricted Stock Award Plan allows for the grant of time-based and performance-based restricted stock
and restricted stock units. The performance-based restricted awards are released only upon the achievement of specific measurable
performance criteria. These awards pay dividends during the performance period. If the performance targets are not met, the awards
will be canceled. In the period it becomes probable that the performance criteria will be achieved, we recognize expense for the
proportionate share of the total fair value of the shares expected to vest and be released related to the vesting period that has already
lapsed. The remaining fair value of the shares expected to vest and be released is expensed on a straight-line basis over the balance of
the vesting period.
For time-based and performance-based restricted stock awards, participants are entitled to vote and receive dividends on the restricted
shares. The Company also awards time-based and performance-based restricted stock units for which participants may receive
payments of dividend equivalents but are not entitled to vote. As of December 31, 2014, the Company had outstanding nonvested
time-based and performance-based restricted stock awards, including restricted stock units, of 571,399 and 57,200, respectively. Time-
based and performance-based restricted stock awards were not significant to our consolidated financial statements.
In 2010, the Company issued time-based restricted stock replacement awards, including restricted stock units, in connection with our
acquisition of CCE’s former North America business. These awards were converted into equivalent shares of the Company’s common
stock. These restricted share awards entitle the participant to dividend equivalents (which vest, in some cases, only if the restricted
share unit vests), but not the right to vote. As of December 31, 2014, the Company had no outstanding nonvested time-based restricted
stock replacement awards, including restricted stock units.
NOTE 13: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Our Company sponsors and/or contributes to pension and postretirement health care and life insurance benefit plans covering
substantially all U.S. employees. We also sponsor nonqualified, unfunded defined benefit pension plans for certain associates. In
addition, our Company and its subsidiaries have various pension plans and other forms of postretirement arrangements outside the
United States.
We refer to the funded defined benefit pension plan in the United States that is not associated with collective bargaining organizations
as the “primary U.S. plan.” As of December 31, 2014, the primary U.S. plan represented 58 percent and 61 percent of the Company’s
consolidated projected benefit obligation and pension assets, respectively.
In December 2013, the Company modified The Coca-Cola Company Retiree Health Plan. Effective January 1, 2015, the current
prescription drug plan will be replaced by a Company-sponsored Medicare Part D Plan. The change reduced the accumulated
postretirement benefit obligation of the plan by approximately $71 million. The Coca-Cola Refreshments Welfare Plan for Retirees
will not be impacted by this change because of variations in the design of the plan.
109
Obligations and Funded Status
The following table sets forth the changes in benefit obligations and the fair value of plan assets for our benefit plans (in millions):
Pension Benefits
Other Benefits
Benefit obligation at beginning of year1
Service cost
Interest cost
Foreign currency exchange rate changes
Amendments
Actuarial loss (gain)
Benefits paid2
Business combinations
Settlements
Special termination benefits
Other
Benefit obligation at end of year1
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Foreign currency exchange rate changes
Benefits paid
Settlements
Other
Fair value of plan assets at end of year
Net liability recognized
2014
2013
$ 8,845 $ 9,693
280
378
(69)
(1)
(899)
(538)
—
(9)
2
8
261
406
(183)
—
1,519
(522)
4
(7)
5
18
2014
2013
$ 946
26
43
(4)
(31)
88
(62)
—
(1)
—
1
$ 1,104
36
42
(2)
(73)
(91)
(77)
—
—
—
7
$ 10,346 $ 8,845
$ 1,006
$ 946
$ 8,746 $ 7,584
1,043
639
(43)
(474)
(5)
2
574
214
(203)
(435)
(1)
7
$ 243
2
—
—
(3)
—
4
$ 202
40
—
—
(2)
—
3
$ 8,902 $ 8,746
$ 246
$ 243
$ (1,444) $ (99)
$ (760) $ (703)
1 For pension benefit plans, the benefit obligation is the projected benefit obligation. For other benefit plans, the benefit obligation is the accumulated
postretirement benefit obligation. The accumulated benefit obligation for our pension plans was $10,028 million and $8,523 million as of December 31,
2014 and 2013, respectively.
2 Benefits paid to pension plan participants during 2014 and 2013 included $87 million and $64 million, respectively, in payments related to unfunded
pension plans that were paid from Company assets. Benefits paid to participants of other benefit plans during 2014 and 2013 included $59 million and
$75 million, respectively, that were paid from Company assets.
Pension and other benefit amounts recognized in our consolidated balance sheets are as follows (in millions):
December 31,
Noncurrent asset
Current liability
Long-term liability
Net liability recognized
Pension Benefits
Other Benefits
2014
2013
2014
2013
$ 479 $ 1,067
(76)
(1,090)
(78)
(1,845)
$ — $ —
(21)
(682)
(20)
(740)
$ (1,444) $ (99)
$ (760) $ (703)
Certain of our pension plans have projected benefit obligations in excess of the fair value of plan assets. For these plans, the projected
benefit obligations and the fair value of plan assets were as follows (in millions):
December 31,
Projected benefit obligation
Fair value of plan assets
2014
2013
$ 8,753
6,854
$ 1,521
374
110
Certain of our pension plans have accumulated benefit obligations in excess of the fair value of plan assets. For these plans, the
accumulated benefit obligations and the fair value of plan assets were as follows (in millions):
December 31,
Accumulated benefit obligation
Fair value of plan assets
Pension Plan Assets
The following table presents total assets for our U.S. and non-U.S. pension plans (in millions):
December 31,
Cash and cash equivalents
Equity securities:
U.S.-based companies
International-based companies
Fixed-income securities:
Government bonds
Corporate bonds and debt securities
Mutual, pooled and commingled funds1
Hedge funds/limited partnerships
Real estate
Other
Total pension plan assets2
2014
2013
$ 8,501 $ 1,446
351
6,820
U.S. Plans
Non-U.S. Plans
2014
2013
2014
2013
$ 186 $ 240
$ 75 $ 274
1,274
558
455
1,379
863
756
391
481
1,422
698
464
1,369
1,134
526
245
245
542
505
411
187
400
43
17
379
280
586
304
137
453
17
6
346
$ 6,343 $ 6,343
$ 2,559 $ 2,403
1 Mutual, pooled and commingled funds include investments in equity securities, fixed-income securities and combinations of both. There are a significant
number of mutual, pooled and commingled funds from which investors can choose. The selection of the type of fund is dictated by the specific investment
objectives and needs of a given plan. These objectives and needs vary greatly between plans.
2 Fair value disclosures related to our pension assets are included in Note 16. Fair value disclosures include, but are not limited to, the levels within the fair
value hierarchy in which the fair value measurements in their entirety fall; a reconciliation of the beginning and ending balances of Level 3 assets; and
information about the valuation techniques and inputs used to measure the fair value of our pension assets.
Investment Strategy for U.S. Pension Plans
The Company utilizes the services of investment managers to actively manage the assets of our U.S. pension plans. We have
established asset allocation targets and investment guidelines with each investment manager. Our asset allocation targets promote
optimal expected return and volatility characteristics given the long-term time horizon for fulfilling the obligations of the plan.
Selection of the targeted asset allocation for U.S. plan assets was based upon a review of the expected return and risk characteristics of
each asset class, as well as the correlation of returns among asset classes. During 2012, the Company revised the asset allocation targets
and restructured the investment manager composition to further diversify investment risk and reduce volatility while maintaining
our long-term return objectives. Our revised target allocation is a mix of 42 percent equity investments, 30 percent fixed-income
investments and 28 percent alternative investments. We believe this target allocation will enable us to achieve the following long-term
investment objectives:
(1) optimize the long-term return on plan assets at an acceptable level of risk;
(2) maintain a broad diversification across asset classes and among investment managers; and
(3) maintain careful control of the risk level within each asset class.
The guidelines that have been established with each investment manager provide parameters within which the investment managers
agree to operate, including criteria that determine eligible and ineligible securities, diversification requirements and credit quality
standards, where applicable. Unless exceptions have been approved, investment managers are prohibited from buying or selling
commodities, futures or option contracts, as well as from short selling of securities. Additionally, investment managers agree to obtain
written approval for deviations from stated investment style or guidelines. As of December 31, 2014, no investment manager was
responsible for more than 10 percent of total U.S. plan assets.
111
Our target allocation of 42 percent equity investments is composed of 60 percent global equities, 16 percent emerging market equities
and 24 percent domestic small- and mid-cap equities. Optimal returns through our investments in global equities are achieved
through security selection as well as country and sector diversification. Investments in the common stock of our Company accounted
for approximately 5 percent of our global equities allocation and approximately 2 percent of total U.S. plan assets. Our investments
in global equities are intended to provide diversified exposure to both U.S. and non-U.S. equity markets. Our investments in both
emerging market equities and domestic small- and mid-cap equities are expected to experience larger swings in their market value on a
periodic basis. Our investments in these asset classes are selected based on capital appreciation potential.
Our target allocation of 30 percent fixed-income investments is composed of 33 percent long-duration bonds and 67 percent with
multi-strategy alternative credit managers. Long-duration bonds provide a stable rate of return through investments in high-quality
publicly traded debt securities. Our investments in long-duration bonds are diversified in order to mitigate duration and credit
exposure. Multi-strategy alternative credit managers invest in a combination of high-yield bonds, bank loans, structured credit and
emerging market debt. These investments are in lower-rated and non-rated debt securities, which generally produce higher returns
compared to long-duration bonds and also help to diversify our overall fixed-income portfolio.
In addition to equity investments and fixed-income investments, we have a target allocation of 28 percent in alternative investments.
These alternative investments include hedge funds, reinsurance, private equity limited partnerships, leveraged buyout funds,
international venture capital partnerships and real estate. The objective of investing in alternative investments is to provide a higher
rate of return than that available from publicly traded equity securities. These investments are inherently illiquid and require a long-
term perspective in evaluating investment performance.
Investment Strategy for Non-U.S. Pension Plans
As of December 31, 2014, the long-term target allocation for 59 percent of our international subsidiaries’ plan assets, primarily
certain of our European and Canadian plans, is 66 percent equity securities; 23 percent fixed-income securities; and 11 percent other
investments. The actual allocation for the remaining 41 percent of the Company’s international subsidiaries’ plan assets consisted of
34 percent mutual, pooled and commingled funds; 10 percent equity securities; 13 percent fixed-income securities; and 43 percent
other investments. The investment strategies of our international subsidiaries differ greatly, and in some instances are influenced by
local law. None of our pension plans outside the United States is individually significant for separate disclosure.
Other Postretirement Benefit Plan Assets
Plan assets associated with other postretirement benefits primarily represent funding of one of the U.S. postretirement benefit plans
through a U.S. Voluntary Employee Beneficiary Association (“VEBA”), a tax-qualified trust. The VEBA assets remain segregated
from the U.S. pension master trust and are primarily invested in liquid assets due to the level and timing of expected future benefit
payments.
The following table presents total assets for our other postretirement benefit plans (in millions):
December 31,
Cash and cash equivalents
Equity securities:
U.S.-based companies
International-based companies
Fixed-income securities:
Government bonds
Corporate bonds and debt securities
Mutual, pooled and commingled funds
Hedge funds/limited partnerships
Real estate
Other
Total other postretirement benefit plan assets1
2014
2013
$ 10
$ 10
114
7
79
9
16
5
3
3
112
8
79
9
18
3
2
2
$ 246
$ 243
1 Fair value disclosures related to our other postretirement benefit plan assets are included in Note 16. Fair value disclosures include, but are not limited to,
the levels within the fair value hierarchy in which the fair value measurements in their entirety fall; a reconciliation of the beginning and ending balances
of Level 3 assets; and information about the valuation techniques and inputs used to measure the fair value of our other postretirement benefit plan
assets.
112
Components of Net Periodic Benefit Cost
Net periodic benefit cost for our pension and other postretirement benefit plans consisted of the following (in millions):
Year Ended December 31,
Service cost
Interest cost
Expected return on plan assets1
Amortization of prior service cost (credit)
Amortization of actuarial loss
Net periodic benefit cost
Settlement charge
Curtailment charge
Special termination benefits2
Total cost recognized in statements of income
Pension Benefits
Other Benefits
2014
2013
2012
2014
2013
2012
$ 261
406
(713)
(2)
73
$ 25
4
—
5
$ 34
$ 280
378
(659)
(2)
197
$ 194
1
—
2
$ 291
388
(573)
(2)
137
$ 241
3
6
1
$ 26
43
(11 )
(17 )
2
$ 43
—
—
—
$ 36
42
(9 )
(10)
13
$ 72
—
—
—
$ 34
43
(8)
(52)
6
$ 23
—
—
—
$ 197
$ 251
$ 43
$ 72
$ 23
1 The Company has elected to use the actual fair value of plan assets as the market-related value of assets in the determination of the expected return on
plan assets.
2 The special termination benefits were primarily related to the Company’s productivity, restructuring and integration initiatives. Refer to Note 18 for
additional information related to our productivity, restructuring and integration initiatives.
The following table sets forth the changes in AOCI for our benefit plans (in millions, pretax):
Beginning balance in AOCI
Recognized prior service cost (credit)
Recognized net actuarial loss (gain)
Prior service credit (cost) arising in current year
Net actuarial (loss) gain arising in current year
Foreign currency translation gain (loss)
Ending balance in AOCI
The following table sets forth amounts in AOCI for our benefit plans (in millions, pretax):
December 31,
Prior service credit (cost)
Net actuarial loss
Ending balance in AOCI
Pension Benefits
Other Benefits
2014
2013
2014
2013
$ (1,537) $ (3,032)
(2)
198
1
1,283
15
(2)
77
—
(1,658)
51
$ 13
(17)
2
31
(97)
1
$ (186)
(10)
13
73
122
1
$ (3,069) $ (1,537)
$ (67) $ 13
Pension Benefits
Other Benefits
2014
2013
2014
2013
$ 10 $ 12
(1,549)
(3,079)
$ 100
(167)
$ 86
(73)
$ (3,069) $ (1,537)
$ (67) $ 13
Amounts in AOCI expected to be recognized as components of net periodic pension cost in 2015 are as follows (in millions, pretax):
Amortization of prior service cost (credit)
Amortization of actuarial loss
Pension Benefits Other Benefits
$ (2)
203
$ (19)
10
$ 201
$ (9)
113
Assumptions
Certain weighted-average assumptions used in computing the benefit obligations are as follows:
December 31,
Discount rate
Rate of increase in compensation levels
Pension Benefits
Other Benefits
2014
3.75%
3.50%
2013
4.75%
3.50%
2014
3.75%
N/A
2013
4.75%
N/A
Certain weighted-average assumptions used in computing net periodic benefit cost are as follows:
Pension Benefits
Other Benefits
Year Ended December 31,
Discount rate
Rate of increase in compensation levels
Expected long-term rate of return on plan assets
2014
4.75%
3.50%
8.25%
2012
2013
4.00% 4.75%
3.50% 3.25%
8.25% 8.25%
2014
4.75%
N/A
4.75%
2012
2013
4.00% 4.75%
N/A
4.75% 4.75%
N/A
The expected long-term rate of return assumption for U.S. pension plan assets is based upon the target asset allocation and is
determined using forward-looking assumptions in the context of historical returns and volatilities for each asset class, as well as
correlations among asset classes. We evaluate the rate of return assumption on an annual basis. The expected long-term rate of
return assumption used in computing 2014 net periodic pension cost for the U.S. plans was 8.5 percent. As of December 31, 2014, the
5-year, 10-year, and 15-year annualized return on plan assets for the primary U.S. plan was 10.4 percent, 6.3 percent and 5.5 percent,
respectively. The annualized return since inception was 10.9 percent.
The assumed health care cost trend rates are as follows:
December 31,
Health care cost trend rate assumed for next year
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
Year that the rate reaches the ultimate trend rate
2014
7.50%
5.00%
2020
2013
8.00%
5.00%
2020
The Company’s U.S. postretirement benefit plans are primarily defined dollar benefit plans that limit the effects of medical inflation
because the plans have established dollar limits for determining our contributions. As a result, the effect of a 1 percentage point
change in the assumed health care cost trend rate would not be significant to the Company.
The discount rate assumptions used to account for pension and other postretirement benefit plans reflect the rates at which the
benefit obligations could be effectively settled. Rates for each of our U.S. plans at December 31, 2014, were determined using a cash
flow matching technique whereby the rates of a yield curve, developed from high-quality debt securities, were applied to the benefit
obligations to determine the appropriate discount rate. For our non-U.S. plans, we base the discount rate on comparable indices within
each of the countries. The rate of compensation increase assumption is determined by the Company based upon annual reviews. We
review external data and our own historical trends for health care costs to determine the health care cost trend rate assumptions.
Cash Flows
Our estimated future benefit payments for funded and unfunded plans are as follows (in millions):
Year Ended December 31,
Pension benefit payments
Other benefit payments1
Total estimated benefit payments
2015
2016
2017
2018
2019
2020–2024
$ 494
61
$ 555
$ 518
65
$ 583
$ 551
67
$ 618
$ 560
67
$ 627
$ 584
68
$ 652
$ 3,137
343
$ 3,480
1 The expected benefit payments for our other postretirement benefit plans are net of estimated federal subsidies expected to be received under the
Medicare Prescription Drug, Improvement and Modernization Act of 2003. Federal subsidies are estimated to be approximately $5 million for the period
2015–2019, and $4 million for the period 2020–2024.
114
The Company anticipates making pension contributions in 2015 of approximately $90 million, all of which will be allocated to our
international plans. The majority of these contributions are discretionary.
Defined Contribution Plans
Our Company sponsors qualified defined contribution plans covering substantially all U.S. employees. Under the largest U.S. defined
contribution plan, we match participants’ contributions up to a maximum of 3.5 percent of compensation, subject to certain limitations.
Company costs related to the U.S. plans were $92 million, $97 million and $93 million in 2014, 2013 and 2012, respectively. We also
sponsor defined contribution plans in certain locations outside the United States. Company costs associated with those plans were
$36 million, $32 million and $29 million in 2014, 2013 and 2012, respectively.
Multi-Employer Plans
As a result of our acquisition of CCE’s former North America business during the fourth quarter of 2010, the Company now
participates in various multi-employer pension plans in the United States. Multi-employer pension plans are designed to cover
employees from multiple employers and are typically established under collective bargaining agreements. These plans allow multiple
employers to pool their pension resources and realize efficiencies associated with the daily administration of the plan.
Multi-employer plans are generally governed by a board of trustees composed of management and labor representatives and are
funded through employer contributions.
The Company’s expense for U.S. multi-employer pension plans totaled $38 million, $37 million and $31 million in 2014, 2013 and 2012,
respectively. The plans we currently participate in have contractual arrangements that extend into 2019. If, in the future, we choose to
withdraw from any of the multi-employer pension plans in which we currently participate, we would need to record the appropriate
withdrawal liabilities at that time.
NOTE 14: INCOME TAXES
Income before income taxes consisted of the following (in millions):
Year Ended December 31,
United States
International
Total
2014
2013
2012
$ 1,567
7,758
$ 9,325
$ 2,451
9,026
$ 3,526
8,283
$ 11,477
$ 11,809
Income tax expense consisted of the following for the years ended December 31, 2014, 2013 and 2012 (in millions):
2014
Current
Deferred
2013
Current
Deferred
2012
Current
Deferred
United States State and Local
International
Total
$ 867
(97)
$ 713
305
$ 602
936
$ 81
(21)
$ 102
38
$ 74
33
$ 1,293
78
$ 1,388
305
$ 1,415
(337)
$ 2,241
(40)
$ 2,203
648
$ 2,091
632
We made income tax payments of $1,926 million, $2,162 million and $981 million in 2014, 2013 and 2012, respectively.
115
A reconciliation of the statutory U.S. federal tax rate and our effective tax rate is as follows:
Year Ended December 31,
Statutory U.S. federal tax rate
State and local income taxes — net of federal benefit
Earnings in jurisdictions taxed at rates different from the statutory U.S. federal rate
Reversal of valuation allowances
Equity income or loss
Other operating charges
Other — net
Effective tax rate
2014
35.0%
1.0
(11.5)1,2
—
(2.2)
2.93,4
(1.6)
23.6%
2013
35.0%
1.0
(10.3)5,6,7
—
(1.4)8
1.29
(0.7)
24.8%
2012
35.0%
1.1
(9.5)10,11
(2.4)12
(2.0)
0.413
0.5
23.1%
1 Includes a $6 million tax expense on a pretax net charge of $372 million (or a 1.5 percent impact on our effective tax rate) due to the remeasurement of
the net monetary assets of our local Venezuelan subsidiary into U.S. dollars using the SICAD 2 exchange rate. Refer to Note 1.
2 Includes a tax expense of $18 million (or a 0.2 percent impact on our effective tax rate) related to amounts required to be recorded for changes to our
uncertain tax positions, including interest and penalties, in various international jurisdictions.
3 Includes a tax expense of $55 million on a pretax charge of $352 million (or a 1.9 percent impact on our effective tax rate) primarily due to an impairment
of a Venezuelan trademark, a write-down the Company recorded on the concentrate sales receivables from our bottling partner in Venezuela, a charge
associated with certain of the Company’s fixed assets, and as a result of the restructuring and transition of the Company’s Russian juice operations to an
existing joint venture with an unconsolidated bottling partner. Refer to Note 1 and Note 17.
4 Includes a tax benefit of $191 million on pretax charges of $809 million (or a 1 percent impact on our effective tax rate) primarily related to the
Company’s productivity and reinvestment program as well as other restructuring initiatives. Refer to Note 18.
5 Includes a tax benefit of $26 million (or a 0.2 percent impact on our effective tax rate) related to amounts required to be recorded for changes to our
uncertain tax positions, including interest and penalties, in various international jurisdictions.
6 Includes a tax expense of $279 million on pretax net gains of $501 million (or a 0.9 percent impact on our effective tax rate) related to the
deconsolidation of our Brazilian bottling operations upon their combination with an independent bottler and a loss due to the merger of four of the
Company’s Japanese bottling partners. Refer to Note 2 and Note 17.
7 Includes a tax expense of $3 million (or a 0.5 percent impact on our effective tax rate) related to a charge of $149 million due to the devaluation of the
Venezuelan bolivar. Refer to Note 19.
8 Includes an $8 million tax benefit on a pretax charge of $159 million (or a 0.4 percent impact on our effective tax rate) related to our proportionate share
of unusual or infrequent items recorded by our equity method investees. Refer to Note 17.
9 Includes a tax benefit of $175 million on pretax charges of $877 million (or a 1.2 percent impact on our effective tax rate) primarily related to impairment
charges recorded on certain of the Company’s intangible assets and charges related to the Company’s productivity and reinvestment program as well as
other restructuring initiatives. Refer to Note 17 and Note 18.
10 Includes a tax expense of $133 million (or a 1.1 percent impact on our effective tax rate) related to amounts required to be recorded for changes to our
uncertain tax positions, including interest and penalties, in various international jurisdictions.
11 Includes a tax expense of $57 million on pretax net gains of $76 million (or a 0.3 percent impact on our effective tax rate) related to the following: a gain
recognized as a result of the merger of Embotelladora Andina S.A. (“Andina”) and Embotelladoras Coca-Cola Polar S.A. (“Polar”); a gain recognized as
a result of Coca-Cola FEMSA, an equity method investee, issuing additional shares of its own stock at a per share amount greater than the carrying value
of the Company’s per share investment; the loss recognized on the then pending sale of a majority ownership interest in our consolidated Philippine
bottling operations to Coca-Cola FEMSA; and the expense recorded for the premium the Company paid over the publicly traded market price to acquire
an ownership interest in Mikuni. Refer to Note 17.
12 Relates to a net tax benefit of $283 million associated with the reversal of valuation allowances in certain of the Company’s foreign jurisdictions.
13 Includes a tax benefit of $95 million on pretax charges of $416 million (or a 0.4 percent impact on our effective tax rate) primarily related to the
Company’s productivity and reinvestment program as well as other restructuring initiatives; the refinement of previously established accruals related to
the Company’s 2008–2011 productivity initiatives; and the refinement of previously established accruals related to the Company’s integration of CCE’s
former North America business. Refer to Note 18.
116
Our effective tax rate reflects the tax benefits of having significant operations outside the United States, which are generally taxed
at rates lower than the U.S. statutory rate of 35 percent. As a result of employment actions and capital investments made by the
Company, certain tax jurisdictions provide income tax incentive grants, including Brazil, Costa Rica, Singapore and Swaziland. The
terms of these grants expire from 2016 to 2023. We anticipate that we will be able to extend or renew the grants in these locations.
Tax incentive grants favorably impacted our income tax expense by $265 million, $279 million and $280 million for the years ended
December 31, 2014, 2013 and 2012, respectively. In addition, our effective tax rate reflects the benefits of having significant earnings
generated in investments accounted for under the equity method of accounting, which are generally taxed at rates lower than the U.S.
statutory rate.
The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign
jurisdictions. U.S. tax authorities have completed their federal income tax examinations for all years prior to 2005. With respect to
state and local jurisdictions and countries outside the United States, with limited exceptions, the Company and its subsidiaries are
no longer subject to income tax audits for years before 2002. For U.S. federal and state tax purposes, the net operating losses and tax
credit carryovers acquired in connection with our acquisition of CCE’s former North America business that were generated between
the years of 1990 through 2010 are subject to adjustments until the year in which they are actually utilized is no longer subject to
examination. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, including
interest and penalties, have been provided for any adjustments that are expected to result from those years.
As of December 31, 2014, the gross amount of unrecognized tax benefits was $211 million. If the Company were to prevail on all
uncertain tax positions, the net effect would be a benefit to the Company’s effective tax rate of $173 million, exclusive of any benefits
related to interest and penalties. The remaining $38 million, which was recorded as a deferred tax asset, primarily represents tax
benefits that would be received in different tax jurisdictions in the event the Company did not prevail on all uncertain tax positions.
A reconciliation of the changes in the gross balance of unrecognized tax benefit amounts is as follows (in millions):
Year Ended December 31,
Beginning balance of unrecognized tax benefits
Increases related to prior period tax positions
Decreases related to prior period tax positions
Increases related to current period tax positions
Decreases related to settlements with taxing authorities
Reductions as a result of a lapse of the applicable statute of limitations
Increases (decreases) from effects of foreign currency exchange rates
Ending balance of unrecognized tax benefits
2014
2013
2012
$ 230
13
(2)
11
(5)
(32)
(4)
$ 302
1
(7)
8
(4)
(59)
(11)
$ 320
69
(15)
23
(45)
(36)
(14)
$ 211
$ 230
$ 302
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense. The Company had
$113 million, $105 million and $113 million in interest and penalties related to unrecognized tax benefits accrued as of December 31,
2014, 2013 and 2012, respectively. Of these amounts, $8 million of expense, $8 million of benefit and $33 million of expense were
recognized through income tax expense in 2014, 2013 and 2012, respectively. If the Company were to prevail on all uncertain tax
positions, the reversal of this accrual would also be a benefit to the Company’s effective tax rate.
It is expected that the amount of unrecognized tax benefits will change in the next 12 months; however, we do not expect the change to
have a significant impact on our consolidated statements of income or consolidated balance sheets. These changes may be the result
of settlements of ongoing audits, statute of limitations expiring or final settlements in transfer pricing matters that are the subject of
litigation. At this time, an estimate of the range of the reasonably possible outcomes cannot be made.
As of December 31, 2014, undistributed earnings of the Company’s foreign subsidiaries amounted to $33.3 billion. Those earnings are
considered to be indefinitely reinvested and, accordingly, no U.S. federal and state income taxes have been provided thereon. Upon
distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject
to an adjustment for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount
of unrecognized deferred U.S. income tax liability is not practicable because of the complexities associated with its hypothetical
calculation; however, unrecognized foreign tax credits would be available to reduce a portion of the U.S. tax liability.
117
The tax effects of temporary differences and carryforwards that give rise to deferred tax assets and liabilities consist of the following
(in millions):
December 31,
Deferred tax assets:
Property, plant and equipment
Trademarks and other intangible assets
Equity method investments (including foreign currency translation adjustment)
Derivative financial instruments
Other liabilities
Benefit plans
Net operating/capital loss carryforwards
Other
Gross deferred tax assets
Valuation allowances
Total deferred tax assets1,2
Deferred tax liabilities:
Property, plant and equipment
Trademarks and other intangible assets
Equity method investments (including foreign currency translation adjustment)
Derivative financial instruments
Other liabilities
Benefit plans
Other
Total deferred tax liabilities3
Net deferred tax liabilities
2014
2013
$ 96
68
462
134
1,082
1,673
729
196
$ 102
63
243
50
1,102
1,237
790
225
$ 4,440
(649)
$ 3,812
(586)
$ 3,791
$ 3,226
$ (2,342)
(4,020)
(1,038)
(457)
(110)
(487)
(944)
$ (2,417)
(4,192)
(1,070)
(147)
(69)
(473)
(810)
$ (9,398)
$ (9,178)
$ (5,607)
$ (5,952)
1 Noncurrent deferred tax assets of $319 million and $328 million were included in the line item other assets in our consolidated balance sheets as of
December 31, 2014 and 2013, respectively.
2 Current deferred tax assets of $160 million and $211 million were included in the line item prepaid expenses and other assets in our consolidated balance
sheets as of December 31, 2014 and 2013, respectively.
3 Current deferred tax liabilities of $450 million and $339 million were included in the line item accounts payable and accrued expenses in our consolidated
balance sheets as of December 31, 2014 and 2013, respectively.
As of December 31, 2014 and 2013, we had $643 million and $198 million, respectively, of net deferred tax liabilities located in
countries outside the United States.
As of December 31, 2014, we had $6,408 million of loss carryforwards available to reduce future taxable income. Loss carryforwards of
$497 million must be utilized within the next five years, and the remainder can be utilized over a period greater than five years.
An analysis of our deferred tax asset valuation allowances is as follows (in millions):
Year Ended December 31,
Balance at beginning of year
Additions
Decrease due to transfer to assets held for sale
Deductions
Balance at end of year
2014
$ 586
104
—
(41)
$ 649
2013
$ 487
169
—
(70)
$ 586
2012
$ 859
126
(146)
(352)
$ 487
The Company’s deferred tax asset valuation allowances are primarily the result of uncertainties regarding the future
realization of recorded tax benefits on tax loss carryforwards from operations in various jurisdictions. These valuation allowances
were primarily related to deferred tax assets generated from net operating losses. Current evidence does not suggest we will
realize sufficient taxable income of the appropriate character within the carryforward period to allow us to realize these deferred
tax benefits. If we were to identify and implement tax planning strategies to recover these deferred tax assets or generate
sufficient income of the appropriate character in these jurisdictions in the future, it could lead to the reversal of these valuation
118
allowances and a reduction of income tax expense. The Company believes that it will generate sufficient future taxable income to
realize the tax benefits related to the remaining net deferred tax assets in our consolidated balance sheets.
In 2014, the Company recognized a net increase of $63 million in its valuation allowances. This increase was primarily due to the
increase in net operating losses during the normal course of business operations and due to the remeasurement of the net monetary
assets of our local Venezuelan subsidiary into U.S. dollars using the SICAD 2 exchange rate. The Company recognized a reduction in
the valuation allowances primarily due to changes in deferred tax assets and related valuation allowances on certain equity investments
and decreases in net operating losses during the normal course of business operations.
In 2013, the Company recognized a net increase of $99 million in its valuation allowances. This increase was primarily due to the
addition of a deferred tax asset and related valuation allowance on certain equity method investments and increases in net operating
losses during the normal course of business operations. In addition, the Company recognized a reduction in the valuation allowances
primarily due to the reversal of a deferred tax asset and related valuation allowance on certain equity method investments.
In 2012, the Company recognized a net decrease of $372 million in its valuation allowances. This decrease was primarily related to
the reversal of valuation allowances in several foreign jurisdictions. As a result of considering recent significant positive evidence,
including, among other items, a consistent pattern of earnings in the past three years, as well as business plans showing continued
profitability, it was determined that a valuation allowance was no longer required for certain deferred tax assets primarily recorded on
net operating losses in foreign jurisdictions. This decrease was also partially due to a transfer of a valuation allowance into assets held
for sale as required by accounting principles generally accepted in the United States upon execution of the share purchase agreement
for the sale of a majority interest in our consolidated Philippine bottling operations. Refer to Note 1 for additional information on
the Company’s accounting policy related to assets and liabilities held for sale. Refer to Note 2 for additional information on the
Company’s Philippine bottling operations. In addition, the Company recognized an increase in its valuation allowances primarily
due to the addition of a deferred tax asset and related valuation allowance on certain equity method investments and increases in net
operating losses during the normal course of business operations.
NOTE 15: OTHER COMPREHENSIVE INCOME
AOCI attributable to shareowners of The Coca-Cola Company is separately presented on our consolidated balance sheets as a
component of The Coca-Cola Company’s shareowners’ equity, which also includes our proportionate share of equity method investees’
AOCI. Other comprehensive income (loss) (“OCI”) attributable to noncontrolling interests is allocated to, and included in, our
balance sheets as part of the line item equity attributable to noncontrolling interests.
AOCI attributable to shareowners of The Coca-Cola Company consisted of the following (in millions):
December 31,
Foreign currency translation adjustment
Accumulated derivative net gains (losses)
Unrealized net gains (losses) on available-for-sale securities
Adjustments to pension and other benefit liabilities
Accumulated other comprehensive income (loss)
2014
2013
$ (5,226)
554
972
(2,077)
$ (2,849)
197
258
(1,038)
$ (5,777)
$ (3,432)
119
The following table summarizes the allocation of total comprehensive income between shareowners of The Coca-Cola Company and
noncontrolling interests (in millions):
Consolidated net income
Other comprehensive income:
Net foreign currency translation adjustment
Net gain (loss) on derivatives1
Net unrealized gain (loss) on available-for-sale securities2
Net change in pension and other benefit liabilities3
Total comprehensive income
Year Ended December 31, 2014
Shareowners of
The Coca-Cola Company
Noncontrolling
Interests
Total
$ 7,098
$ 26
$ 7,124
(2,377)
357
714
(1,039)
(5)
—
—
—
(2,382)
357
714
(1,039)
$ 4,753
$ 21
$ 4,774
1 Refer to Note 5 for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging
instruments.
2 Refer to Note 3 for information related to the net unrealized gain or loss on available-for-sale securities.
3 Refer to Note 13 for additional information related to the Company’s pension and other postretirement benefit liabilities.
OCI attributable to shareowners of The Coca-Cola Company, including our proportionate share of equity method investees’ OCI, for the
years ended December 31, 2014, 2013 and 2012, is as follows (in millions):
2014
Foreign currency translation adjustments:
Translation adjustment arising in the period
Net foreign currency translation adjustment
Derivatives:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net gain (loss) on derivatives1
Available-for-sale securities:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net change in unrealized gain (loss) on available-for-sale securities2
Pension and other benefit liabilities:
Net pension and other benefits arising during the year
Reclassification adjustments recognized in net income
Net change in pension and other benefit liabilities3
Before-Tax
Amount
Income
Tax
After-Tax
Amount
$ (2,560)
(2,560)
$ 183
183
$ (2,377)
(2,377)
620
(50)
570
1,139
(17)
1,122
(1,666)
60
(1,606)
(231)
18
(213)
(412)
4
(408)
588
(21)
567
389
(32)
357
727
(13)
714
(1,078)
39
(1,039)
Other comprehensive income (loss) attributable to The Coca-Cola Company
$ (2,474)
$ 129
$ (2,345)
1 Refer to Note 5 for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging
instruments.
2 Includes reclassification adjustments related to divestitures of certain available-for-sale securities. Refer to Note 3 for additional information related to
these divestitures.
3 Refer to Note 13 for additional information related to the Company’s pension and other postretirement benefit liabilities.
120
2013
Foreign currency translation adjustments:
Translation adjustment arising in the period
Reclassification adjustments recognized in net income
Net foreign currency translation adjustment
Derivatives:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net gain (loss) on derivatives1
Available-for-sale securities:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net change in unrealized gain (loss) on available-for-sale securities2
Pension and other benefit liabilities:
Net pension and other benefits arising during the year
Reclassification adjustments recognized in net income
Net change in pension and other benefit liabilities3
Before-Tax
Amount
Income
Tax
After-Tax
Amount
$ (1,046)
(194)
(1,240)
$ 56
—
$ (990)
(194)
56
(1,184)
425
(167)
258
(134)
12
(122)
1,490
198
1,688
(173)
66
(107)
42
—
42
(550)
(72)
(622)
252
(101)
151
(92)
12
(80)
940
126
1,066
Other comprehensive income (loss) attributable to The Coca-Cola Company
$ 584
$ (631)
$ (47)
1 Refer to Note 5 for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging
instruments.
2 Includes reclassification adjustments related to divestitures of certain available-for-sale securities. Refer to Note 3 for additional information related to
these divestitures.
3 Refer to Note 13 for additional information related to the Company’s pension and other postretirement benefit liabilities.
2012
Net foreign currency translation adjustment
Derivatives:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net gain (loss) on derivatives1
Available-for-sale securities:
Unrealized gains (losses) arising during the year
Reclassification adjustments recognized in net income
Net change in unrealized gain (loss) on available-for-sale securities2
Pension and other benefit liabilities:
Net pension and other benefits arising during the year
Reclassification adjustments recognized in net income
Net change in pension and other benefit liabilities3
Before-Tax
Amount
Income
Tax
After-Tax
Amount
$ (219)
$ (1)
$ (220)
77
82
159
248
(6)
242
(1,132)
92
(1,040)
(29)
(31)
(60)
(64)
—
(64)
405
(33)
372
48
51
99
184
(6)
178
(727)
59
(668)
Other comprehensive income (loss) attributable to The Coca-Cola Company
$ (858)
$ 247
$ (611)
1 Refer to Note 5 for additional information related to the net gain or loss on derivative instruments designated and qualifying as cash flow hedging
instruments.
2 Includes reclassification adjustments related to divestitures of certain available-for-sale securities. Refer to Note 3 for additional information related to
these divestitures.
3 Refer to Note 13 for additional information related to the Company’s pension and other postretirement benefit liabilities.
121
The following table presents the amounts and line items in our consolidated statements of income where adjustments reclassified from
AOCI into income were recorded during the year ended December 31, 2014 (in millions):
Description of AOCI Component
Derivatives:
Foreign currency contracts
Foreign currency and commodity contracts
Foreign currency contracts
Available-for-sale securities:
Sale of securities
Pension and other benefit liabilities:
Amortization of net actuarial loss
Amortization of prior service cost (credit)
Financial Statement Line Item
Net operating revenues
Cost of goods sold
Other income (loss) — net
Income before income taxes
Income taxes
Consolidated net income
Other income (loss) — net
Income before income taxes
Income taxes
Consolidated net income
*
*
Income before income taxes
Income taxes
Consolidated net income
Amount Reclassified
from AOCI into Income
$ (121)
(37)
108
$ (50)
18
$ (32)
$ (17)
$ (17)
4
$ (13)
$ 79
(19)
$ 60
(21)
$ 39
* This component of AOCI is included in the Company’s computation of net periodic benefit cost and is not reclassified out of AOCI into a single line item
in our consolidated statements of income in its entirety. Refer to Note 13 for additional information.
NOTE 16: FAIR VALUE MEASUREMENTS
Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an
asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized
based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of
unobservable inputs. The three levels of inputs used to measure fair value are as follows:
• Level 1 — Quoted prices in active markets for identical assets or liabilities.
• Level 2 — Observable inputs other than quoted prices included in Level 1. We value assets and liabilities included in this level
using dealer and broker quotations, certain pricing models, bid prices, quoted prices for similar assets and liabilities in active
markets, or other inputs that are observable or can be corroborated by observable market data.
• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the
assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use
significant unobservable inputs.
122
Recurring Fair Value Measurements
In accordance with accounting principles generally accepted in the United States, certain assets and liabilities are required to
be recorded at fair value on a recurring basis. For our Company, the only assets and liabilities that are adjusted to fair value on
a recurring basis are investments in equity and debt securities classified as trading or available-for-sale and derivative financial
instruments. Additionally, the Company adjusts the carrying value of certain long-term debt as a result of the Company’s fair value
hedging strategy.
Investments in Trading and Available-for-Sale Securities
The fair values of our investments in trading and available-for-sale securities using quoted market prices from daily exchange traded
markets are based on the closing price as of the balance sheet date and are classified as Level 1. The fair values of our investments
in trading and available-for-sale securities classified as Level 2 are priced using quoted market prices for similar instruments or
nonbinding market prices that are corroborated by observable market data. Inputs into these valuation techniques include actual
trade data, benchmark yields, broker/dealer quotes and other similar data. These inputs are obtained from quoted market prices,
independent pricing vendors or other sources.
Derivative Financial Instruments
The fair values of our futures contracts are primarily determined using quoted contract prices on futures exchange markets. The fair
values of these instruments are based on the closing contract price as of the balance sheet date and are classified as Level 1.
The fair values of our derivative instruments other than futures are determined using standard valuation models. The significant inputs
used in these models are readily available in public markets, or can be derived from observable market transactions, and therefore
have been classified as Level 2. Inputs used in these standard valuation models for derivative instruments other than futures include
the applicable exchange rates, forward rates, interest rates, discount rates and commodity prices. The standard valuation model for
options also uses implied volatility as an additional input. The discount rates are based on the historical U.S. Deposit or U.S. Treasury
rates, and the implied volatility specific to options is based on quoted rates from financial institutions.
Included in the fair value of derivative instruments is an adjustment for nonperformance risk. The adjustment is based on current
credit default swap (“CDS”) rates applied to each contract, by counterparty. We use our counterparty’s CDS rate when we are in
an asset position and our own CDS rate when we are in a liability position. The adjustment for nonperformance risk did not have a
significant impact on the estimated fair value of our derivative instruments.
The following tables summarize those assets and liabilities measured at fair value on a recurring basis (in millions):
Assets:
Trading securities2
Available-for-sale securities2
Derivatives4
Total assets
Liabilities:
Derivatives4
Total liabilities
December 31, 2014
Level 1
Level 2
Level 3
Netting
Adjustment1
Fair Value
Measurements
$ 228
4,116
9
$ 4,353
$ 2
$ 2
$ 177
3,627
1,721
$ 5,525
$ 558
$ 558
$ 4
1363
—
$ 140
$ —
$ —
$ —
—
(437)
$ (437)
$ (437)
$ (437)
$ 409
7,879
1,2935
$ 9,581
$ 1235
$ 123
1 Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle net positive and negative positions and
also cash collateral held or placed with the same counterparties. There are no amounts subject to legally enforceable master netting agreements that
management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 5.
2 Refer to Note 3 for additional information related to the composition of our trading securities and available-for-sale securities.
3 Primarily related to long-term debt securities that mature in 2018.
4 Refer to Note 5 for additional information related to the composition of our derivative portfolio.
5 The Company’s derivative financial instruments are recorded at fair value in our consolidated balance sheet as follows: $567 million in the line item
prepaid expenses and other assets; $726 million in the line item other assets; $14 million in the line item accounts payable and accrued expenses; and
$109 million in the line item other liabilities. Refer to Note 5 for additional information related to the composition of our derivative portfolio.
123
Assets:
Trading securities2
Available-for-sale securities2
Derivatives4
Total assets
Liabilities:
Derivatives4
Total liabilities
December 31, 2013
Level 1
Level 2
Level 3
Netting
Adjustment1
Fair Value
Measurements
$ 206
1,453
17
$ 1,676
$ 10
$ 10
$ 163
3,281
822
$ 4,266
$ 165
$ 165
$ 3
1083
—
$ 111
$ —
$ —
$ —
—
(150)
$ (150)
$ (151)
$ (151)
$ 372
4,842
6895
$ 5,903
$ 245
$ 24
1 Amounts represent the impact of legally enforceable master netting agreements that allow the Company to settle net positive and negative positions and
also cash collateral held or placed with the same counterparties. There are no amounts subject to legally enforceable master netting agreements that
management has chosen not to offset or that do not meet the offsetting requirements. Refer to Note 5.
2 Refer to Note 3 for additional information related to the composition of our trading securities and available-for-sale securities.
3 Primarily related to long-term debt securities that mature in 2018.
4 Refer to Note 5 for additional information related to the composition of our derivative portfolio.
5 The Company’s derivative financial instruments are recorded at fair value in our consolidated balance sheet as follows: $129 million in the line item
prepaid expenses and other assets; $560 million in the line item other assets; $12 million in the line item accounts payable and accrued expenses; and
$12 million in the line item other liabilities. Refer to Note 5 for additional information related to the composition of our derivative portfolio.
Gross realized and unrealized gains and losses on Level 3 assets and liabilities were not significant for the years ended December 31,
2014 and 2013.
The Company recognizes transfers between levels within the hierarchy as of the beginning of the reporting period. Gross transfers
between levels within the hierarchy were not significant for the years ended December 31, 2014 and 2013.
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company records assets and liabilities at
fair value on a nonrecurring basis as required by accounting principles generally accepted in the United States. Generally, assets are
recorded at fair value on a nonrecurring basis as a result of impairment charges.
124
Assets measured at fair value on a nonrecurring basis for the years ended December 31, 2014 and 2013, are summarized below
(in millions):
December 31,
Assets held for sale
Intangible assets
Exchange of investment in equity securities
Valuation of shares in equity method investee
Total
Gains (Losses)
2014
$ (494)1
(18)2
—
(32)3
$ (544)
2013
$ —
(195)2
(114)4
1393
$ (170)
1 As of December 31, 2014, the Company had entered into agreements to refranchise additional territories in North America. These operations met
the criteria to be classified as held for sale in our consolidated balance sheet as of December 31, 2014, and we were required to record their assets and
liabilities at the lower of carrying value or fair value less any costs to sell based on the agreed-upon sale price. The Company recognized a noncash loss of
$494 million during the year ended December 31, 2014 as a result of writing down the assets to their fair value less costs to sell. The loss was calculated
based on Level 3 inputs. Refer to Note 2.
2 The Company recognized losses of $18 million and $195 million during years ended December 31, 2014 and 2013, respectively, due to impairment charges
on certain intangible assets. The charges were primarily determined by comparing the fair value of the assets to the current carrying value. The fair value
of the assets was derived using discounted cash flow analyses based on Level 3 inputs. Refer to Note 1 and Note 17.
3 In 2014, the Company recognized a loss of $32 million as a result of the owners of the majority interest in certain Brazilian bottling operations exercising
their option to acquire from us a 10 percent interest in the entity’s outstanding shares. The exercise price was lower than our carrying value. This loss was
determined using Level 3 inputs. In 2013, the Company recognized a gain of $139 million as a result of Coca-Cola FEMSA, an equity method investee,
issuing additional shares of its own stock at a per share amount greater than the carrying value of the Company’s per share investment. Accordingly, the
Company is required to treat this type of transaction as if the Company had sold a proportionate share of its investment in Coca-Cola FEMSA. This gain
was determined using Level 1 inputs. Refer to Note 17.
4 The Company recognized a net loss of $114 million on the exchange of shares it previously owned in certain equity method investees for shares in the
newly formed entity CCEJ. CCEJ is also an equity method investee. The net loss represents the difference between the carrying value of the shares the
Company relinquished and the fair value of the CCEJ shares received as a result of the transaction. The net loss and the initial carrying value of the
Company’s investment were calculated based on Level 1 inputs. Refer to Note 17.
Fair Value Measurements for Pension and Other Postretirement Benefit Plans
The fair value hierarchy discussed above is not only applicable to assets and liabilities that are included in our consolidated balance
sheets, but is also applied to certain other assets that indirectly impact our consolidated financial statements. For example, our
Company sponsors and/or contributes to a number of pension and other postretirement benefit plans. Assets contributed by the
Company become the property of the individual plans. Even though the Company no longer has control over these assets, we are
indirectly impacted by subsequent fair value adjustments to these assets. The actual return on these assets impacts the Company’s
future net periodic benefit cost, as well as amounts recognized in our consolidated balance sheets. Refer to Note 13. The Company
uses the fair value hierarchy to measure the fair value of assets held by our various pension and other postretirement benefit plans.
125
Pension Plan Assets
The following table summarizes the levels within the fair value hierarchy for our pension plan assets as of December 31, 2014 and 2013
(in millions):
Cash and cash equivalents
Equity securities:
U.S.-based companies
International-based companies
Fixed-income securities:
Government bonds
Corporate bonds and debt securities
Mutual, pooled and commingled funds
Hedge funds/limited partnerships
Real estate
Other
Total
December 31, 2014
December 31, 2013
Level 1 Level 2 Level 3
Total
Level 1 Level 2
Level 3
Total
$ 161 $ 100 $ — $ 261
$ 331 $ 183 $ — $ 514
1,793
1,050
6
13
—
863
— 1,533
1,134
98
215
—
16
—
14
—
17
—
3
33
31
584
392
8461
1,816
1,063
866
1,566
1,263
799
408
860
1,680
1,271
7
13
—
719
— 1,466
1,531
56
190
—
—
—
7
—
15
—
49
40
—
353
251
5841
1,702
1,284
768
1,506
1,587
543
251
591
$ 3,102 $ 3,894 $ 1,906
$ 8,902
$ 3,338 $ 4,116 $ 1,292
$ 8,746
1 Includes purchased annuity contracts and insurance-linked securities.
The following table provides a reconciliation of the beginning and ending balance of Level 3 assets for our U.S. and non-U.S. pension
plans for the years ended December 31, 2014 and 2013 (in millions):
2013
Balance at beginning of year
Actual return on plan assets:
Related to assets still held at the reporting date
Related to assets sold during the year
Purchases, sales and settlements — net
Transfers in or out of Level 3 — net
Foreign currency translation
Balance at end of year
2014
Balance at beginning of year
Actual return on plan assets:
Related to assets still held at the reporting date
Related to assets sold during the year
Purchases, sales and settlements — net
Transfers in or out of Level 3 — net
Foreign currency translation
Fixed-
Income
Securities
Hedge
Funds/Limited
Partnerships
Real
Estate
Equity
Securities
Mutual,
Pooled and
Commingled
Funds
Other
Total
$ —
$ 400
$ 257
$ 14
$ — $ 510
$ 1,181
(4)
(2)
95
—
—
$ 89
$ 89
17
(2 )
(41)
(27)
—
(6)
24
14
(78)
(1)
13
6
(24)
—
(1)
—
—
1
—
—
—
—
—
—
—
39
—
193
(172)
14
42
28
279
(250 )
12
$ 353
$ 251
$ 15
$ — $ 5841
$ 1,292
$ 353
$ 251
$ 15
$ — $ 584
$ 1,292
(17 )
42
198
9
(1 )
29
7
106
—
(1 )
1
—
1
—
—
—
—
31
—
—
50
—
241
—
(29)
80
47
536
(18)
(31)
Balance at end of year
$ 36
$ 584
$ 392
$ 17
$ 31
$ 8461
$ 1,906
1 Includes purchased annuity contracts and insurance-linked securities.
126
Other Postretirement Benefit Plan Assets
The following table summarizes the levels within the fair value hierarchy for our other postretirement benefit plan assets as of
December 31, 2014 and 2013 (in millions):
Cash and cash equivalents
Equity securities:
U.S.-based companies
International-based companies
Fixed-income securities:
Government bonds
Corporate bonds and debt securities
Mutual, pooled and commingled funds
Hedge funds/limited partnerships
Real estate
Other
Total
December 31, 2014
December 31, 2013
Level 1 Level 2 Level 31
Total
Level 1 Level 2 Level 31
Total
$ 9
$ 1
$ — $ 10
$ — $ 10
$ — $ 10
114
7
76
—
10
—
—
—
—
—
3
9
6
1
—
—
— 114
7
—
—
—
—
4
3
3
79
9
16
5
3
3
112
8
76
—
11
—
—
—
—
—
3
9
7
1
—
—
— 112
8
—
—
—
—
2
2
2
79
9
18
3
2
2
$ 216
$ 20
$ 10 $ 246
$ 207
$ 30
$ 6 $ 243
1 Level 3 assets are not a significant portion of other postretirement benefit plan assets.
Other Fair Value Disclosures
The carrying amounts of cash and cash equivalents; short-term investments; receivables; accounts payable and accrued expenses; and
loans and notes payable approximate their fair values because of the relatively short-term maturities of these financial instruments.
The fair value of our long-term debt is estimated using Level 2 inputs based on quoted prices for those instruments. Where quoted
prices are not available, fair value is estimated using discounted cash flows and market-based expectations for interest rates, credit risk
and the contractual terms of the debt instruments. As of December 31, 2014, the carrying amount and fair value of our long-term debt,
including the current portion, were $22,615 million and $23,411 million, respectively. As of December 31, 2013, the carrying amount
and fair value of our long-term debt, including the current portion, were $20,178 million and $20,352 million, respectively.
NOTE 17: SIGNIFICANT OPERATING AND NONOPERATING ITEMS
Other Operating Charges
In 2014, the Company incurred other operating charges of $1,183 million. These charges primarily consisted of $601 million due to the
Company’s productivity and reinvestment program and $208 million due to the integration of our German bottling and distribution
operations. In addition, the Company incurred a charge of $314 million due to a write-down we recorded related to our concentrate
sales receivables from our bottling partner in Venezuela and an impairment of a Venezuelan trademark primarily due to changes
in exchange rates. The write-down was recorded as a result of our revised assessment of the U.S. dollar value we expect to realize
upon the conversion of the Venezuelan bolivar into U.S. dollars by our bottling partner to pay our concentrate sales receivables. The
Company also recorded a loss of $36 million as a result of the restructuring and transition of the Company’s Russian juice operations
to an existing joint venture with an unconsolidated bottling partner. Refer to Note 18 for additional information on our productivity
and reinvestment program as well as the Company’s other productivity, integration and restructuring initiatives. Refer to Note 1
for additional information on the Venezuelan currency change. Refer to Note 19 for the impact these charges had on our operating
segments.
In 2013, the Company incurred other operating charges of $895 million, which primarily consisted of $494 million associated with the
Company’s productivity and reinvestment program; $195 million due to the impairment of certain intangible assets described below;
$188 million due to the Company’s other restructuring and integration initiatives; and $22 million due to charges associated with
certain of the Company’s fixed assets. Refer to Note 18 for additional information on our productivity and reinvestment program as
well as the Company’s other productivity, integration and restructuring initiatives. Refer to Note 19 for the impact these charges had
on our operating segments.
127
During the year ended December 31, 2013, the Company recorded charges of $195 million related to certain intangible assets.
These charges included $113 million related to the impairment of trademarks recorded in our Bottling Investments and Asia Pacific
operating segments. These impairments were primarily due to a strategic decision to phase out certain local-market value brands,
which resulted in a change in the expected useful life of the intangible assets. The charges were determined by comparing the fair value
of the trademarks, derived using discounted cash flow analyses, to the current carrying value. Additionally, the remaining charge of
$82 million was related to goodwill recorded in our Bottling Investments operating segment. This charge was primarily the result of
management’s revised outlook on market conditions and volume performance.
In 2012, the Company incurred other operating charges of $447 million, which primarily consisted of $270 million associated with
the Company’s productivity and reinvestment program; $163 million related to the Company’s other restructuring and integration
initiatives; $20 million due to changes in the Company’s ready-to-drink tea strategy as a result of our U.S. license agreement with
Nestlé S.A. (“Nestlé”) terminating at the end of 2012; and $8 million due to costs associated with the Company detecting carbendazim
in orange juice imported from Brazil for distribution in the United States. These charges were partially offset by reversals of
$10 million associated with the refinement of previously established accruals related to the Company’s 2008–2011 productivity
initiatives as well as reversals of $6 million associated with the refinement of previously established accruals related to the Company’s
integration of CCE’s former North America business. Refer to Note 18 for additional information on our productivity and
reinvestment program as well as the Company’s other productivity, integration and restructuring initiatives. Refer to Note 19 for the
impact these charges had on our operating segments.
Other Nonoperating Items
Equity Income (Loss) — Net
The Company recorded net charges of $18 million and $159 million and a net gain of $8 million in equity income (loss) — net during
the years ended December 31, 2014, 2013 and 2012, respectively. These amounts primarily represent the Company’s proportionate
share of unusual or infrequent items recorded by certain of our equity method investees.
In 2012, the Company also recorded a charge of $11 million related to changes in the structure of Beverage Partners Worldwide
(“BPW”), our 50/50 joint venture with Nestlé in the ready-to-drink tea category. These changes resulted in the joint venture focusing
its geographic scope primarily on Europe and Canada. The Company accounts for our investment in BPW under the equity method of
accounting.
Refer to Note 19 for the impact these items had on our operating segments.
Other Income (Loss) — Net
In 2014, the Company recorded charges of $799 million due to the refranchising of certain territories in North America. The Company
also incurred a charge of $372 million due to the remeasurement of the net monetary assets of our Venezuelan subsidiary using
the SICAD 2 exchange rate. Refer to Note 2 for more information related to the North America refranchising, Note 1 for more
information related to the charge due to the remeasurement in Venezuela and Note 19 for the impact these charges had on our
operating segments.
In 2013, the Company recorded a gain of $615 million due to the deconsolidation of our Brazilian bottling operations as a result of
their combination with an independent bottling partner. Subsequent to this transaction, the Company accounts for our investment in
the newly combined Brazilian bottling operations under the equity method of accounting. The owners of the majority interest received
the option to acquire from us up to 24 percent of the new entity’s outstanding shares at any time for a period of six years beginning
December 31, 2013. In December 2014, the Company received notification that the owners of the majority interest had exercised
their option to acquire from us a 10 percent interest in the entity’s outstanding shares. During the year ended December 31, 2014,
we recorded a loss of $32 million as a result of the exercise price being lower than our carrying value. Refer to Note 2 for additional
information on this transaction. Refer to Note 19 for the impact these items had on our operating segments.
Effective July 1, 2013, four of the Company’s Japanese bottling partners merged as CCEJ, a publicly traded entity, through a share
exchange. The terms of the agreement included the issuance of new shares of one of the publicly traded bottlers in exchange for
100 percent of the outstanding shares of the remaining three bottlers according to an agreed-upon share exchange ratio. As a result,
the Company recorded a net charge of $114 million for those investments in which the Company’s carrying value was greater than the
fair value of the shares received. Refer to Note 19 for the impact this loss had on our operating segments.
In 2013, the Company recorded a charge of $140 million due to the Venezuelan government announcing a currency
devaluation. As a result of this devaluation, the Company remeasured the net monetary assets related to its operations in
Venezuela. Refer to Note 19 for the impact this charge had on our operating segments. The Company also recognized a gain
of $139 million due to Coca-Cola FEMSA issuing additional shares of its own stock at a per share amount greater than the
carrying value of the Company’s per share investment. Accordingly, the Company is required to treat this type of transaction as
128
if the Company sold a proportionate share of its investment in Coca-Cola FEMSA. Refer to Note 16 for additional information on the
measurement of the gain and Note 19 for the impact this gain had on our operating segments.
In 2012, the Company recognized a gain of $185 million as a result of the merger of Andina and Polar, with Andina being the acquiring
company. Prior to this transaction, the Company held an investment in Andina that we accounted for as an available-for-sale security
as well as an investment in Polar that we accounted for under the equity method of accounting. The merger of the two companies was
a noncash transaction that resulted in Polar shareholders exchanging their existing Polar shares for newly issued shares of Andina
at a specified exchange rate. As a result, the Company now holds an investment in Andina that we account for as an equity method
investment. Refer to Note 19 for the impact this gain had on our operating segments.
On December 13, 2012, the Company and Coca-Cola FEMSA executed a share purchase agreement for the sale of a majority
ownership interest in our consolidated Philippine bottling operations. This transaction was completed on January 25, 2013. As a result
of this agreement, the Company was required to classify our Philippine bottling operations as held for sale in our consolidated balance
sheet as of December 31, 2012. We also recognized a loss of $108 million during the year ended December 31, 2012, based on the
agreed-upon sale price and related transaction costs. Refer to Note 19 for the impact this loss had on our operating segments.
The Company also recognized a gain of $92 million in 2012 as a result of Coca-Cola FEMSA issuing additional shares of its own stock
at a per share amount greater than the carrying value of the Company’s investment. Accordingly, the Company is required to treat this
type of transaction as if we sold a proportionate share of our investment in Coca-Cola FEMSA. Refer to Note 19 for the impact this
gain had on our operating segments.
During the year ended December 31, 2012, the Company recorded a charge of $82 million due to the acquisition of an ownership
interest in Mikuni for which we paid a premium over the publicly traded market price. Although the Company paid this premium to
obtain specific rights that have an economic and strategic value to the Company, they do not qualify as an asset and were recorded
as expense on the acquisition date. For the impact that this charge had on our operating segments, refer to Note 19. The Company
accounted for our investment in Mikuni under the equity method of accounting prior to the merger of the four bottlers into CCEJ
discussed above.
The Company also recognized charges of $16 million during the year ended December 31, 2012, due to other-than-temporary declines
in the fair values of certain cost method investments. Refer to Note 19 for the impact these charges had on our operating segments.
NOTE 18: PRODUCTIVITY, INTEGRATION AND RESTRUCTURING INITIATIVES
Productivity and Reinvestment
In February 2012, the Company announced a four-year productivity and reinvestment program which is designed to assist us
in strengthening our brands and reinvesting our resources to drive long-term profitable growth. This program is focused on the
following initiatives: global supply chain optimization; global marketing and innovation effectiveness; operating expense leverage and
operational excellence; data and information technology systems standardization; and further integration of CCE’s former North
America business.
In February 2014, the Company announced the expansion of our productivity and reinvestment program to drive incremental
productivity by 2016 that will primarily be redirected into increased media investments. Our incremental productivity goal consists
of two relatively equal components. First, we will expand savings through global supply chain optimization, data and information
technology systems standardization, and resource and cost reallocation. Second, we will increase the effectiveness of our marketing
investments by transforming our marketing and commercial model to redeploy resources into more consumer-facing marketing
investments to accelerate growth.
In October 2014, the Company announced that we are further expanding our productivity and reinvestment program through 2019.
The expansion of the productivity initiatives will focus on four key areas: restructuring the Company’s global supply chain, including
manufacturing in North America; implementing zero-based budgeting across the organization; streamlining and simplifying the
Company’s operating model; and further driving increased discipline and efficiency in direct marketing investments.
The Company has incurred total pretax expenses of $1,365 million related to this program since it commenced. These expenses were
recorded in the line item other operating charges in our consolidated statement of income. Refer to Note 19 for the impact these
charges had on our operating segments. Outside services reported in the table below primarily relate to expenses in connection with
legal, outplacement and consulting activities. Other direct costs reported in the table below include, among other items, internal and
external costs associated with the development, communication, administration and implementation of these initiatives; accelerated
depreciation on certain fixed assets; contract termination fees; and relocation costs.
129
The following table summarizes the balance of accrued expenses related to these productivity and reinvestment initiatives and the
changes in the accrued amounts since the commencement of the plan (in millions):
2012
Costs incurred
Payments
Noncash and exchange
Accrued balance as of December 31
2013
Costs incurred
Payments
Noncash and exchange
Accrued balance as of December 31
2014
Costs incurred
Payments
Noncash and exchange
Accrued balance as of December 31
Integration Initiatives
Severance Pay
and Benefits
Outside
Services
Other
Direct Costs
$ 21
(8)
(1)
$ 12
$ 188
(113)
1
$ 88
$ 277
(103)
(2)
$ 260
$ 61
(55)
—
$ 6
$ 59
(59)
—
$ 6
$ 77
(79)
—
$ 4
$ 188
(167)
(13)
$ 8
$ 247
(209)
(28)
$ 18
$ 247
(220)
(24)
$ 21
Total
$ 270
(230 )
(14)
$ 26
$ 494
(381)
(27)
$ 112
$ 601
(402)
(26)
$ 285
Integration of Our German Bottling and Distribution Operations
In 2008, the Company began an integration initiative related to the 18 German bottling and distribution operations acquired in 2007.
The Company incurred $208 million, $187 million and $148 million of expenses related to this initiative in 2014, 2013 and 2012,
respectively, and has incurred total pretax expenses of $835 million related to this initiative since it commenced. These expenses were
recorded in the line item other operating charges in our consolidated statements of income and impacted the Bottling Investments
operating segment. The expenses recorded in connection with these integration activities have been primarily due to involuntary
terminations. The Company had $101 million and $127 million accrued related to these integration costs as of December 31, 2014 and
2013, respectively.
The Company is currently reviewing other restructuring opportunities within the German bottling and distribution operations, which if
implemented will result in additional charges in future periods. However, as of December 31, 2014, the Company had not finalized any
additional plans.
NOTE 19: OPERATING SEGMENTS
As of December 31, 2014, our organizational structure consisted of the following operating segments: Eurasia and Africa; Europe;
Latin America; North America; Asia Pacific; Bottling Investments; and Corporate.
Segment Products and Services
The business of our Company is nonalcoholic beverages. With the exception of North America, our geographic operating segments
(Eurasia and Africa; Europe; Latin America; North America; and Asia Pacific) derive a majority of their revenues from the
manufacture and sale of beverage concentrates and syrups and, in some cases, the sale of finished beverages. The North America
operating segment derives the majority of its revenues from the sale of finished beverages. Our Bottling Investments operating
segment is composed of our Company-owned or consolidated bottling operations outside of North America, regardless of the
geographic location of the bottler, and equity income from the majority of our equity method investments. Company-owned or
consolidated bottling operations derive the majority of their revenues from the sale of finished beverages. Generally, bottling and
finished product operations produce higher net revenues but lower gross profit margins compared to concentrate and syrup operations.
130
The following table sets forth the percentage of total net operating revenues related to concentrate operations and finished product
operations:
Year Ended December 31,
Concentrate operations1
Finished product operations2
Net operating revenues
2014
2013
2012
38%
62
38%
62
38%
62
100 %
100 % 100%
1 Includes concentrates sold by the Company to authorized bottling partners for the manufacture of fountain syrups. The bottlers then typically sell the
fountain syrups to wholesalers or directly to fountain retailers.
2 Includes fountain syrups manufactured by the Company, including consolidated bottling operations, and sold to fountain retailers or to authorized
fountain wholesalers or bottling partners who resell the fountain syrups to fountain retailers.
Method of Determining Segment Income or Loss
Management evaluates the performance of our operating segments separately to individually monitor the different factors affecting
financial performance. Our Company manages income taxes and certain treasury-related items, such as interest income and expense,
on a global basis within the Corporate operating segment. We evaluate segment performance based on income or loss before income
taxes.
Geographic Data
The following table provides information related to our net operating revenues (in millions):
Year Ended December 31,
United States
International
Net operating revenues
2014
2013
2012
$ 19,763
26,235
$ 19,820
27,034
$ 19,732
28,285
$ 45,998
$ 46,854
$ 48,017
The following table provides information related to our property, plant and equipment — net (in millions):
Year Ended December 31,
United States
International
Property, plant and equipment — net
2014
2013
2012
$ 8,683
5,950
$ 8,841
6,126
$ 8,509
5,967
$ 14,633
$ 14,967
$ 14,476
131
Information about our Company’s operations by operating segment for the years ended December 31, 2014, 2013 and 2012, is as
follows (in millions):
Eurasia &
Africa Europe
Latin
America
North
America
Asia
Pacific
Bottling
Investments Corporate
Eliminations Consolidated
2014
Net operating revenues:
Third party
Intersegment
Total net revenues
Operating income (loss)
Interest income
Interest expense
Depreciation and amortization
Equity income (loss) — net
Income (loss) before income taxes
Identifiable operating assets1
Investments3
Capital expenditures
2013
Net operating revenues:
Third party
Intersegment
Total net revenues
Operating income (loss)
Interest income
Interest expense
Depreciation and amortization
Equity income (loss) — net
Income (loss) before income taxes
Identifiable operating assets1
Investments3
Capital expenditures
2012
Net operating revenues:
Third party
Intersegment
Total net revenues
Operating income (loss)
Interest income
Interest expense
Depreciation and amortization
Equity income (loss) — net
Income (loss) before income taxes
Identifiable operating assets1
Investments3
Capital expenditures
$ 2,730
—
2,730
1,084
—
—
47
35
1,125
1,298
1,081
30
$ 2,763
—
2,763
1,087
—
—
42
22
1,109
1,273
1,157
40
$ 2,697
—
2,697
1,078
—
—
33
20
1,101
1,299
1,155
51
$ 4,844
692
5,536
2,852
—
—
75
31
2,892
3,3582
90
54
$ 4,645
689
5,334
2,859
—
—
86
24
2,923
3,7132
106
34
$ 4,481
642
5,123
2,960
—
—
100
45
3,015
2,9762
271
30
$ 4,597
60
4,657
2,316
—
—
56
10
2,319
2,426
757
55
$ 4,748
191
4,939
2,908
—
—
58
13
2,920
2,918
545
63
$ 4,560
271
4,831
2,879
—
—
70
4
2,882
2,759
539
88
$ 21,462
17
21,479
2,447
—
—
1,195
(16)
1,633
33,066
48
1,293
$ 21,574
16
21,590
2,432
—
—
1,192
2
2,434
33,964
49
1,374
$ 21,665
15
21,680
2,597
—
—
1,083
13
2,624
34,114
39
1,447
$ 5,257
489
5,746
2,448
—
—
96
12
2,464
1,793
157
76
$ 5,372
497
5,869
2,478
—
—
130
19
2,494
1,922
143
117
$ 5,680
628
6,308
2,516
—
—
119
2
2,523
2,163
127
107
$ 6,972
67
7,039
9
—
—
315
691
715
6,9752
8,781
628
$ 7,598
78
7,676
115
—
—
335
524
679
7,0112
9,424
643
$ 8,807
88
8,895
140
—
—
406
732
904
9,6482
8,253
867
$ 136
—
136
(1,448)
594
483
192
6
(1,823)
29,482
2,711
270
$ 154
—
154
(1,651)
534
463
134
(2)
(1,082)
27,742
88
279
$ 127
—
127
(1,391)
471
397
171
3
(1,240)
22,767
64
190
$ —
(1,325)
(1,325)
—
—
—
—
—
—
—
—
—
$ —
(1,471)
(1,471)
—
—
—
—
—
—
—
—
—
$ —
(1,644)
(1,644)
—
—
—
—
—
—
—
—
—
$ 45,998
—
45,998
9,708
594
483
1,976
769
9,325
78,398
13,625
2,406
$ 46,854
—
46,854
10,228
534
463
1,977
602
11,477
78,543
11,512
2,550
$ 48,017
—
48,017
10,779
471
397
1,982
819
11,809
75,726
10,448
2,780
1 Principally cash and cash equivalents, short-term investments, marketable securities, trade accounts receivable, inventories, goodwill, trademarks and
other intangible assets and property, plant and equipment — net.
2 Property, plant and equipment — net in Germany represented 10 percent of consolidated property, plant and equipment — net in 2014, 11 percent in
2013 and 10 percent in 2012.
3 Principally equity method investments, available-for-sale securities and nonmarketable investments in bottling companies.
132
In 2014, the results of our operating segments were impacted by the following items:
• Operating income (loss) and income (loss) before income taxes were reduced by $26 million for Eurasia and Africa,
$111 million for Europe, $20 million for Latin America, $281 million for North America, $36 million for Asia Pacific,
$211 million for Bottling Investments and $124 million for Corporate due to charges related to the Company’s productivity
and reinvestment program as well as other restructuring initiatives. Refer to Note 18.
• Operating income (loss) and income (loss) before income taxes were reduced by $42 million for Bottling Investments as
a result of the restructuring and transition of the Company’s Russian juice operations to an existing joint venture with an
unconsolidated bottling partner. Refer to Note 17.
• Income (loss) before income taxes was reduced by $2 million for Europe and $16 million for Bottling Investments due to the
Company’s proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 17.
• Income (loss) before income taxes was reduced by $799 million for North America due to the refranchising of certain
territories. Refer to Note 2 and Note 17.
• Income (loss) before income taxes was reduced by $275 million for Latin America and $411 million for Corporate due to the
remeasurement of the net monetary assets of our local Venezuelan subsidiary into U.S. dollars using the SICAD 2 exchange
rate, an impairment of a Venezuelan trademark, and a write-down the Company recorded on the concentrate sales receivables
from our bottling partner in Venezuela. Refer to Note 1 and Note 17.
• Income (loss) before income taxes was increased by $25 million for Bottling Investments due to the elimination of
intercompany profits resulting from a write-down we recorded on the concentrate sales receivables from our bottling partner in
Venezuela, an equity method investee, partially offset by our proportionate share of their remeasurement loss. Refer to Note 1.
• Income (loss) before income taxes was reduced by $32 million for Corporate as a result of a Brazilian bottling entity’s majority
interest owners exercising their option to acquire from us an additional equity interest at an exercise price less than that of our
carrying value. Refer to Note 2 and Note 17.
In 2013, the results of our operating segments were impacted by the following items:
• Operating income (loss) and income (loss) before income taxes were reduced by $2 million for Eurasia and Africa,
$57 million for Europe, $282 million for North America, $26 million for Asia Pacific, $194 million for Bottling Investments
and $121 million for Corporate due to charges related to the Company’s productivity and reinvestment program as well as
other restructuring initiatives. Refer to Note 18.
• Operating income (loss) and income (loss) before income taxes were reduced by $195 million for Corporate due to impairment
charges recorded on certain of the Company’s intangible assets. Refer to Note 8 and Note 17.
• Operating income (loss) and income (loss) before income taxes were reduced by $22 million for Asia Pacific due to charges
associated with certain of the Company’s fixed assets. Refer to Note 17.
• Income (loss) before income taxes was increased by $615 million for Corporate due to a gain the Company recognized on the
deconsolidation of our Brazilian bottling operations as a result of their combination with an independent bottling partner.
Refer to Note 2.
• Income (loss) before income taxes was reduced by $9 million for Bottling Investments and $140 million for Corporate due
to the devaluation of the Venezuelan bolivar, including our proportionate share of the charge incurred by an equity method
investee that has operations in Venezuela. Refer to Note 1 and Note 17.
• Income (loss) before income taxes was reduced by a net $114 million for Corporate due to the merger of four of the Company’s
Japanese bottling partners in which we held equity method investments prior to their merger into CCEJ. Refer to Note 2 and
Note 17.
• Income (loss) before income taxes was increased by $139 million for Corporate due to a gain the Company recognized as a
result of Coca-Cola FEMSA issuing additional shares of its own stock during the year at a per share amount greater than the
carrying value of the Company’s per share investment. Refer to Note 16 and Note 17.
• Income (loss) before income taxes was reduced by a net $159 million for Bottling Investments due to the Company’s
proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to Note 17.
133
• Income (loss) before income taxes was reduced by $53 million for Corporate due to charges the Company recognized on the
early extinguishment of certain long-term debt, including the hedge accounting adjustments reclassified from accumulated
other comprehensive income to earnings. Refer to Note 10.
In 2012, the results of our operating segments were impacted by the following items:
• Operating income (loss) and income (loss) before income taxes were reduced by $1 million for Europe, $227 million for North
America, $3 million for Asia Pacific, $164 million for Bottling Investments and $38 million for Corporate due to charges related
to the Company’s productivity and reinvestment program as well as other restructuring initiatives. Refer to Note 18.
• Operating income (loss) and income (loss) before income taxes were reduced by $21 million for North America due to costs
associated with the Company detecting residues of carbendazim, a fungicide that is not registered in the United States for use
on citrus products, in orange juice imported from Brazil for distribution in the United States. As a result, the Company began
purchasing additional supplies of Florida orange juice at a higher cost than Brazilian orange juice. Refer to Note 17.
• Operating income (loss) and income (loss) before income taxes were reduced by $20 million for North America due to changes
in the Company’s ready-to-drink tea strategy as a result of our U.S. license agreement with Nestlé that terminated at the end of
2012. Refer to Note 17.
• Equity income (loss) — net and income (loss) before income taxes were increased by $8 million for Bottling Investments due to
the Company’s proportionate share of unusual or infrequent items recorded by certain of our equity method investees. Refer to
Note 17.
• Income (loss) before income taxes was increased by $185 million for Corporate due to the gain the Company recognized as a
result of the merger of Andina and Polar. Refer to Note 17.
• Income (loss) before income taxes was reduced by $108 million for Corporate due to the loss the Company recognized on the
pending sale of a majority ownership interest in our Philippine bottling operations to Coca-Cola FEMSA, which was completed
in January 2013. As of December 31, 2012, the assets and liabilities associated with our Philippine bottling operations were
classified as held for sale in our consolidated balance sheets. Refer to Note 17.
• Income (loss) before income taxes was increased by $92 million for Corporate due to a gain the Company recognized as a result
of Coca-Cola FEMSA issuing additional shares of its own stock during the year at a per share amount greater than the carrying
amount of the Company’s per share investment. Refer to Note 17.
• Income (loss) before income taxes was reduced by $82 million for Corporate due to the Company acquiring an ownership
interest in Mikuni for which we paid a premium over the publicly traded market price. This premium was expensed on the
acquisition date. Refer to Note 17.
• Income (loss) before income taxes was reduced by $16 million for Corporate due to other-than-temporary declines in the fair
values of certain cost method investments. Refer to Note 16 and Note 17.
• Income (loss) before income taxes was reduced by $1 million for Eurasia and Africa, $4 million for Europe, $2 million for
Latin America and $4 million for Asia Pacific due to changes in the structure of BPW, our 50/50 joint venture with Nestlé in the
ready-to-drink tea category. Refer to Note 17.
NOTE 20: NET CHANGE IN OPERATING ASSETS AND LIABILITIES
Net cash provided by (used in) operating activities attributable to the net change in operating assets and liabilities is composed of the
following (in millions):
Year Ended December 31,
(Increase) decrease in trade accounts receivable
(Increase) decrease in inventories
(Increase) decrease in prepaid expenses and other assets
Increase (decrease) in accounts payable and accrued expenses
Increase (decrease) in accrued taxes
Increase (decrease) in other liabilities
Net change in operating assets and liabilities
2014
2013
2012
$ (253)
35
194
(250)
151
(316)
$ 28 $ (33)
(286)
(29)
(556)
770
(946)
(105)
(163)
(158)
22
(556)
$ (439)
$ (932) $ (1,080)
134
REPORT OF MANAGEMENT
Management’s Responsibility for the Financial Statements
Management of the Company is responsible for the preparation and integrity of the consolidated financial statements appearing in
our annual report on Form 10-K. The financial statements were prepared in conformity with generally accepted accounting principles
appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates. Financial
information in this annual report on Form 10-K is consistent with that in the financial statements.
Management of the Company is responsible for establishing and maintaining a system of internal controls and procedures to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Our
internal control system is supported by a program of internal audits and appropriate reviews by management, written policies and
guidelines, careful selection and training of qualified personnel, and a written Code of Business Conduct adopted by our Company’s
Board of Directors, applicable to all officers and employees of our Company and subsidiaries. In addition, our Company’s Board of
Directors adopted a written Code of Business Conduct for Non-Employee Directors which reflects the same principles and values as
our Code of Business Conduct for officers and employees but focuses on matters of relevance to non-employee Directors.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when
determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such
term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934 (“Exchange Act”). Management assessed the effectiveness
of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (“COSO”) in Internal
Control — Integrated Framework. Based on this assessment, management believes that the Company maintained effective internal
control over financial reporting as of December 31, 2014.
The Company’s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the Audit Committee
of the Company’s Board of Directors, subject to ratification by our Company’s shareowners. Ernst & Young LLP has audited and
reported on the consolidated financial statements of The Coca-Cola Company and subsidiaries and the Company’s internal control
over financial reporting. The reports of the independent auditors are contained in this annual report.
135
Audit Committee’s Responsibility
The Audit Committee of our Company’s Board of Directors, composed solely of Directors who are independent in accordance with
the requirements of the New York Stock Exchange listing standards, the Exchange Act, and the Company’s Corporate Governance
Guidelines, meets with the independent auditors, management and internal auditors periodically to discuss internal controls and
auditing and financial reporting matters. The Audit Committee reviews with the independent auditors the scope and results of the
audit effort. The Audit Committee also meets periodically with the independent auditors and the chief internal auditor without
management present to ensure that the independent auditors and the chief internal auditor have free access to the Audit Committee.
Our Audit Committee’s Report can be found in the Company’s 2015 Proxy Statement.
Muhtar Kent
Chairman of the Board of Directors,
Chief Executive Officer and President
February 25, 2015
Larry M. Mark
Vice President and Controller
February 25, 2015
Kathy N. Waller
Executive Vice President
and Chief Financial Officer
February 25, 2015
Mark Randazza
Vice President and Assistant Controller
February 25, 2015
136
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareowners
The Coca-Cola Company
We have audited the accompanying consolidated balance sheets of The Coca-Cola Company and subsidiaries as of December 31,
2014 and 2013, and the related consolidated statements of income, comprehensive income, shareowners’ equity, and cash flows for
each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial position of
The Coca-Cola Company and subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their
cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), The
Coca-Cola Company and subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established
in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
Framework) and our report dated February 25, 2015 expressed an unqualified opinion thereon.
Atlanta, Georgia
February 25, 2015
137
Report of Independent Registered Public Accounting Firm
on Internal Control Over Financial Reporting
Board of Directors and Shareowners
The Coca-Cola Company
We have audited The Coca-Cola Company and subsidiaries’ internal control over financial reporting as of December 31, 2014, based
on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 Framework) (the COSO criteria). The Coca-Cola Company and subsidiaries’ management is responsible
for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control
over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, The Coca-Cola Company and subsidiaries maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of The Coca-Cola Company and subsidiaries as of December 31, 2014 and 2013, and the related
consolidated statements of income, comprehensive income, shareowners’ equity, and cash flows for each of the three years in the
period ended December 31, 2014, and our report dated February 25, 2015 expressed an unqualified opinion thereon.
Atlanta, Georgia
February 25, 2015
138
Quarterly Data (Unaudited)
(In millions except per share data)
2014
Net operating revenues
Gross profit
Net income attributable to shareowners of The Coca-Cola Company
Basic net income per share
Diluted net income per share
2013
Net operating revenues
Gross profit
Net income attributable to shareowners of The Coca-Cola Company
Basic net income per share
Diluted net income per share
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full Year
$ 10,576
6,493
1,619
$ 12,574
7,755
2,595
$ 11,976
7,346
2,114
$ 10,872
6,515
770
$ 45,998
28,109
7,098
$ 0.37
$ 0.59
$ 0.48
$ 0.18
$ 1.62
$ 0.36
$ 0.58
$ 0.48
$ 0.17
$ 1.601
$ 11,035
6,711
1,751
$ 12,749
7,760
2,676
$ 12,030
7,237
2,447
$ 11,040
6,725
1,710
$ 46,854
28,433
8,584
$ 0.39
$ 0.60
$ 0.55
$ 0.39
$ 1.941
$ 0.39
$ 0.59
$ 0.54
$ 0.38
$ 1.90
1 The sum of the quarterly net income per share amounts do not agree to the full year net income per share amounts. We calculate net income per share
based on the weighted-average number of outstanding shares during the reporting period. The average number of shares fluctuates throughout the year and
can therefore produce a full year result that does not agree to the sum of the individual quarters.
Our first quarter, second quarter and third quarter reporting periods end on the Friday closest to the last day of the applicable
quarterly calendar period. Our fourth quarter and fiscal year end on December 31 regardless of the day of the week on which
December 31 falls.
The Company’s first quarter 2014 results were impacted by one less shipping day compared to the first quarter of 2013. Furthermore,
the Company recorded the following transactions which impacted results:
• Charges of $75 million for North America, $7 million for Asia Pacific, $42 million for Bottling Investments and $4 million for
Corporate due to the Company’s productivity and reinvestment program as well as other restructuring initiatives. Refer to
Note 17 and Note 18.
• Charges of $21 million for Bottling Investments and $226 million for Corporate due to the devaluation of the Venezuelan
bolivar, including our proportionate share of the charge incurred by an equity method investee which has operations in
Venezuela. Refer to Note 17 and Note 18.
• Net charge of $6 million for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items
recorded by certain of our equity method investees. Refer to Note 17.
• Net tax charge of $5 million related to amounts required to be recorded for changes to our uncertain tax positions, including
interest and penalties. Refer to Note 14.
In the second quarter of 2014, the Company recorded the following transactions which impacted results:
• Charges of $58 million for North America, $1 million for Asia Pacific, $66 million for Bottling Investments and $30 million for
Corporate due to the Company’s productivity and reinvestment program as well as other restructuring initiatives. Refer to
Note 17 and Note 18.
• Charge of $25 million for Bottling Investments as a result of the restructuring and transition of the Company’s Russian juice
operations to an existing joint venture with an unconsolidated bottling partner. Refer to Note 17.
• Charge of $21 million for Corporate as a result of a write-down of receivables related to sales of concentrate to our bottling
partner in Venezuela due to limited government-approved exchange rate conversion mechanisms. Refer to Note 17.
• Charge of $140 million for North America primarily due to the derecognition of intangible assets as a result of refranchising
certain territories. Refer to Note 2 and Note 17.
139
• Net charge of $6 million for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items
recorded by certain of our equity method investees. Refer to Note 17.
• Net tax charge of $26 million related to amounts required to be recorded for changes to our uncertain tax positions, including
interest and penalties. Refer to Note 14.
In the third quarter of 2014, the Company recorded the following transactions which impacted results:
• Charges of $1 million for Eurasia and Africa, $2 million for Europe, $59 million for North America, $2 million for Asia Pacific,
$34 million for Bottling Investments and $20 million for Corporate due to the Company’s productivity and reinvestment
program as well as other restructuring initiatives. Refer to Note 17 and Note 18.
• Charge of $7 million for Bottling Investments as a result of the restructuring and transition of the Company’s Russian juice
operations to an existing joint venture with an unconsolidated bottling partner. Refer to Note 17.
• Charge of $270 million for North America primarily due to the refranchising of certain territories. Refer to Note 2 and Note 17.
• Net charge of $8 million for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items
recorded by certain of our equity method investees. Refer to Note 17.
• Net tax benefit of $29 million related to prior year audit settlements and amounts required to be recorded for changes to our
uncertain tax positions, including interest and penalties. Refer to Note 14.
The Company’s fourth quarter 2014 results were impacted by one additional shipping day compared to the fourth quarter of 2013.
Furthermore, the Company recorded the following transactions which impacted results:
• Charges of $25 million for Eurasia and Africa, $109 million for Europe, $20 million for Latin America, $89 million for North
America, $26 million for Asia Pacific, $69 million for Bottling Investments and $70 million for Corporate due to charges related
to the Company’s productivity and reinvestment program as well as other restructuring initiatives. Refer to Note 17 and
Note 18.
• Charge of $10 million for Bottling Investments as a result of the restructuring and transition of the Company’s Russian juice
operations to an existing joint venture with an unconsolidated bottling partner. Refer to Note 17.
• Charge of $389 million for North America due to the refranchising of certain territories. Refer to Note 2 and Note 17.
• Charge of $164 million for Corporate due to the remeasurement of the net monetary assets of our local Venezuelan subsidiary
into U.S. dollars using the SICAD 2 exchange rate, and for the impairment of a Venezuelan trademark. Refer to Note 1 and
Note 17.
• Charge of $275 million for Latin America due to the write-down of concentrate sales receivables from our bottling partner in
Venezuela. Refer to Note 1 and Note 17.
• Benefit of $46 million for Bottling Investments due to the elimination of intercompany profits resulting from a write-down the
Company recorded on the concentrate sales receivables from our bottling partner in Venezuela, an equity method investee.
Refer to Note 17.
• Charge of $32 million for Corporate as a result of a Brazilian bottling entity’s majority interest owners exercising their option to
acquire from us an additional equity interest at an exercise price less than that of our carrying value. Refer to Note 17.
• Net tax charge of $5 million related to amounts required to be recorded for changes to our uncertain tax positions, including
interest and penalties. Refer to Note 14.
The Company’s first quarter 2013 results were impacted by two fewer shipping days compared to the first quarter of 2012.
Furthermore, the Company recorded the following transactions which impacted results:
• Charges of $2 million for Eurasia and Africa, $82 million for North America, $8 million for Asia Pacific, $21 million for Bottling
Investments and $10 million for Corporate due to the Company’s productivity and reinvestment program as well as other
restructuring initiatives. Refer to Note 17 and Note 18.
• Charges of $9 million for Bottling Investments and $140 million for Corporate due to the devaluation of the Venezuelan
bolivar, including our proportionate share of the charge incurred by an equity method investee that has operations in
Venezuela. Refer to Note 1 and Note 17.
140
• Net charge of $30 million for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items
recorded by certain of our equity method investees. Refer to Note 17.
In the second quarter of 2013, the Company recorded the following transactions which impacted results:
• Charges of $6 million for Europe, $55 million for North America, $6 million for Asia Pacific, $20 million for Bottling
Investments and $46 million for Corporate due to the Company’s productivity and reinvestment program as well as other
restructuring initiatives. Refer to Note 17 and Note 18.
• Charge of $144 million for Corporate due to a loss related to the then pending merger of four of the Company’s Japanese
bottling partners. Refer to Note 17.
• Benefit of $139 million for Corporate due to a gain the Company recognized as a result of Coca-Cola FEMSA issuing
additional shares of its own stock during the period at a per share amount greater than the carrying value of the Company’s per
share investment. Refer to Note 17.
• Charge of $23 million for Corporate due to the early extinguishment of certain long-term debt. Refer to Note 10.
In the third quarter of 2013, the Company recorded the following transactions which impacted results:
• Charges of $1 million for Europe, $53 million for North America, $2 million for Asia Pacific, $45 million for Bottling
Investments and $41 million for Corporate due to the Company’s productivity and reinvestment program as well as other
restructuring initiatives. Refer to Note 17 and Note 18.
• Charge of $190 million for Corporate due to impairment charges recorded on certain of the Company’s intangible assets. Refer
to Note 16 and Note 17.
• Benefit of $615 million for Corporate due to a gain the Company recognized on the deconsolidation of our Brazilian bottling
operations as a result of their combination with an independent bottling partner. Refer to Note 2 and Note 17.
• Benefit of $30 million for Corporate due to a gain recognized on the merger of four of the Company’s Japanese bottling
partners in which we held equity method investments prior to their merger. Refer to Note 16 and Note 17.
• Charge of $11 million for Asia Pacific due to certain of the Company’s fixed assets. Refer to Note 7 and Note 17.
• Net benefit of $8 million for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items
recorded by certain of our equity method investees. Refer to Note 17.
• Net tax benefit of $20 million related to amounts required to be recorded for changes to our uncertain tax positions, including
interest and penalties. Refer to Note 14.
The Company’s fourth quarter 2013 results were impacted by one additional shipping day compared to the fourth quarter of 2012.
Furthermore, the Company recorded the following transactions which impacted results:
• Charges of $50 million for Europe, $92 million for North America, $10 million for Asia Pacific, $108 million for Bottling
Investments and $24 million for Corporate due to charges related to the Company’s productivity and reinvestment program as
well as other restructuring initiatives. Refer to Note 17 and Note 18.
• Charge of $5 million for Corporate due to impairment charges recorded on certain of the Company’s intangible assets. Refer to
Note 16 and Note 17.
• Charge of $11 million for Asia Pacific due to charges associated with certain of the Company’s fixed assets. Refer to Note 7 and
Note 17.
• Net charge of $134 million for Bottling Investments due to the Company’s proportionate share of unusual or infrequent items
recorded by certain of our equity method investees. Refer to Note 17.
• Charge of $27 million for Corporate due to the early extinguishment of certain long-term debt. Refer to Note 10.
• Net tax benefit of $15 million related to amounts required to be recorded for changes to our uncertain tax positions, including
interest and penalties. Refer to Note 14.
141
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and
the Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and
procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end
of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded
that the Company’s disclosure controls and procedures were effective as of December 31, 2014.
Report of Management on Internal Control Over Financial Reporting and Attestation Report of Independent Registered Public Accounting
Firm
The report of management on our internal control over financial reporting as of December 31, 2014 and the attestation report of
our independent registered public accounting firm on our internal control over financial reporting are set forth in Part II, “Item 8.
Financial Statements and Supplementary Data” in this report.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2014
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding Director Nominations under the subheading “Item 1-Election of Directors” under the principal heading
“Governance,” the information under the subheading “2015 Director Nominees” under the principal heading “Governance,” the
information regarding the Codes of Business Conduct under the subheading “Additional Governance Features” under the principal
heading “Governance,” the information under the subheading “Section 16(a) Beneficial Ownership Reporting Compliance” under
the principal heading “Share Ownership” and the information regarding the Audit Committee under the subheading “Board and
Committee Governance” under the principal heading “Governance” in the Company’s 2015 Proxy Statement is incorporated herein by
reference. See Item X in Part I of this report for information regarding executive officers of the Company.
ITEM 11. EXECUTIVE COMPENSATION
The information under the subheading “Director Compensation” under the principal heading “Governance” and the information
under the subheadings “Compensation Discussion and Analysis,” “Report of the Compensation Committee,” “Compensation
Committee Interlocks and Insider Participation,” “Compensation Tables,” “Payments on Termination or Change in Control” and
“Summary of Plans” under the principal heading “Compensation” in the Company’s 2015 Proxy Statement is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information under the subheading “Equity Compensation Plan Information” under the principal heading “Compensation”
and the information under the subheading “Ownership of Equity Securities of the Company” under the principal heading “Share
Ownership” in the Company’s 2015 Proxy Statement is incorporated herein by reference.
142
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information under the subheading “Director Independence and Related Person Transactions” under the principal heading
“Governance” in the Company’s 2015 Proxy Statement is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information regarding Audit Fees, Audit-Related Fees, Tax Fees, All Other Fees and Audit Committee Pre-Approval of Audit
and Permissible Non-Audit Services of Independent Auditors under the subheading “Item 3 – Ratification of the Appointment of
Ernst & Young LLP as Independent Auditors” under the principal heading “Audit Matters” in the Company’s 2015 Proxy Statement is
incorporated herein by reference.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
1. Financial Statements:
PART IV
Consolidated Statements of Income — Years ended December 31, 2014, 2013 and 2012.
Consolidated Statements of Comprehensive Income — Years ended December 31, 2014, 2013 and 2012.
Consolidated Balance Sheets — December 31, 2014 and 2013.
Consolidated Statements of Cash Flows — Years ended December 31, 2014, 2013 and 2012.
Consolidated Statements of Shareowners’ Equity — Years ended December 31, 2014, 2013 and 2012.
Notes to Consolidated Financial Statements.
Report of Independent Registered Public Accounting Firm.
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting.
2. Financial Statement Schedules:
The schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange
Commission (“SEC”) are not required under the related instructions or are inapplicable and, therefore, have been
omitted.
3. Exhibits:
In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with
information regarding their terms and are not intended to provide any other factual or disclosure information about the
Company or the other parties to the agreements. The agreements contain representations, warranties, covenants and
conditions by or of each of the parties to the applicable agreement. These representations, warranties, covenants and
conditions have been made solely for the benefit of the other parties to the applicable agreement and:
• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to
one of the parties if those statements prove to be inaccurate;
• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the
applicable agreement, which disclosures are not necessarily reflected in the agreement;
• may apply standards of materiality in a way that is different from what may be viewed as material to you or other
investors; and
• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the
agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were
made or at any other time. Additional information about the Company may be found elsewhere in this report and the
Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.
143
Exhibit No.
(With regard to applicable cross-references in the list of exhibits below, the Company’s Current, Quarterly and Annual Reports are filed with the
Securities and Exchange Commission (the “SEC”) under File No. 001-02217; and Coca-Cola Refreshments USA, Inc.’s (formerly known as
Coca-Cola Enterprises Inc.) Current, Quarterly and Annual Reports are filed with the SEC under File No. 01-09300).
3.1
3.2
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
4.14
4.15
4.16
4.17
4.18
Certificate of Incorporation of the Company, including Amendment of Certificate of Incorporation, dated July 27, 2012 —
incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
September 28, 2012.
By-Laws of the Company, as amended and restated through April 25, 2013 — incorporated herein by reference to
Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on April 26, 2013.
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-
term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not
exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to
the SEC, upon request, a copy of any omitted instrument.
Amended and Restated Indenture, dated as of April 26, 1988, between the Company and Deutsche Bank Trust Company
Americas, as successor to Bankers Trust Company, as trustee — incorporated herein by reference to Exhibit 4.1 to the
Company’s Registration Statement on Form S-3 (Registration No. 33-50743) filed on October 25, 1993.
First Supplemental Indenture, dated as of February 24, 1992, to Amended and Restated Indenture, dated as of April 26,
1988, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust Company,
as trustee — incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3
(Registration No. 33-50743) filed on October 25, 1993.
Second Supplemental Indenture, dated as of November 1, 2007, to Amended and Restated Indenture, dated as of April 26,
1988, as amended, between the Company and Deutsche Bank Trust Company Americas, as successor to Bankers Trust
Company, as trustee — incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K
filed on March 5, 2009.
Form of Note for 5.350% Notes due November 15, 2017 — incorporated herein by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed on October 31, 2007.
Form of Note for 4.875% Notes due March 15, 2019 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on March 5, 2009.
Form of Note for 1.500% Notes due November 15, 2015 — incorporated herein by reference to Exhibit 4.6 to the
Company’s Current Report on Form 8-K filed on November 18, 2010.
Form of Note for 3.150% Notes due November 15, 2020 — incorporated herein by reference to Exhibit 4.7 to the
Company’s Current Report on Form 8-K filed on November 18, 2010.
Form of Exchange and Registration Rights Agreement among the Company, the representatives of the initial purchasers
of the Notes and the other parties named therein — incorporated herein by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K filed on August 8, 2011.
Form of Note for 1.80% Notes due September 1, 2016 — incorporated herein by reference to Exhibit 4.13 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
Form of Note for 3.30% Notes due September 1, 2021 — incorporated herein by reference to Exhibit 4.14 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011.
Form of Note for 0.750% Notes due March 13, 2015 — incorporated herein by reference to Exhibit 4.5 to the Company’s
Current Report on Form 8-K filed on March 14, 2012.
Form of Note for 1.650% Notes due March 14, 2018 — incorporated herein by reference to Exhibit 4.6 to the Company’s
Current Report on Form 8-K filed on March 14, 2012.
Form of Note for Floating Rate Notes due 2015 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on March 5, 2013.
Form of Note for 1.150% Notes due 2018 — incorporated herein by reference to Exhibit 4.5 to the Company’s Current
Report on Form 8-K filed on March 5, 2013.
Form of Note for 2.500% Notes due 2023 — incorporated herein by reference to Exhibit 4.6 to the Company’s Current
Report on Form 8-K filed on March 5, 2013.
Form of Note for Floating Rate Notes due 2016 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on November 1, 2013.
Form of Note for 0.750% Notes due 2016 — incorporated herein by reference to Exhibit 4.5 to the Company’s Current
Report on Form 8-K filed on November 1, 2013.
144
Exhibit No.
4.19
4.20
4.21
4.22
4.23
4.24
10.1
10.2
10.2.1
10.2.2
10.2.3
10.3
10.3.1
10.3.2
10.3.3
10.4
10.4.1
10.4.2
10.4.3
10.5
10.6
Form of Note for 1.650% Notes due 2018 — incorporated herein by reference to Exhibit 4.6 to the Company’s Current
Report on Form 8-K filed on November 1, 2013.
Form of Note for 2.450% Notes due 2020 — incorporated herein by reference to Exhibit 4.7 to the Company’s Current
Report on Form 8-K filed on November 1, 2013.
Form of Note for 3.200% Notes due 2023 — incorporated herein by reference to Exhibit 4.8 to the Company’s Current
Report on Form 8-K filed on November 1, 2013.
Form of Note for Floating Rate Notes due 2015 — incorporated herein by reference to Exhibit 4.4 to the Company’s
Current Report on Form 8-K filed on March 7, 2014.
Form of Note for 1.124% Notes due 2022 — incorporated herein by reference to Exhibit 4.4 to the Company’s Current
Report on Form 8-K filed on September 19, 2014.
Form of Note for 1.875% Notes due 2026 — incorporated herein by reference to Exhibit 4.5 to the Company’s Current
Report on Form 8-K filed on September 19, 2014.
Performance Incentive Plan of the Company, as amended and restated as of February 16, 2011 — incorporated herein by
reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 17, 2011.*
The Coca-Cola Company 1999 Stock Option Plan, as amended and restated through February 20, 2013 (the “1999 Stock
Option Plan”) — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
February 20, 2013.*
Form of Stock Option Agreement in connection with the 1999 Stock Option Plan — incorporated herein by reference to
Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 14, 2007.*
Form of Stock Option Agreement in connection with the 1999 Stock Option Plan, as adopted December 12, 2007 —
incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on February 21,
2008.*
Form of Stock Option Agreement in connection with the 1999 Stock Option Plan, as adopted February 18, 2009 —
incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 18,
2009.*
The Coca-Cola Company 2002 Stock Option Plan, amended and restated through February 18, 2009 (the “2002 Stock
Option Plan”) — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
February 18, 2009.*
Form of Stock Option Agreement in connection with the 2002 Stock Option Plan, as amended — incorporated herein by
reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 8, 2004.*
Form of Stock Option Agreement in connection with the 2002 Stock Option Plan, as adopted December 12, 2007 —
incorporated herein by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on February 21,
2008.*
Form of Stock Option Agreement in connection with the 2002 Stock Option Plan, as adopted February 18, 2009 —
incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on February 18,
2009.*
The Coca-Cola Company 2008 Stock Option Plan, as amended and restated, effective February 20, 2013 (the “2008 Stock
Option Plan”) — incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
February 20, 2013.*
Form of Stock Option Agreement for grants under the 2008 Stock Option Plan — incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 16, 2008.*
Form of Stock Option Agreement for grants under the 2008 Stock Option Plan, as adopted February 18, 2009 —
incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on February 18,
2009.*
Form of Stock Option Agreement for grants under the 2008 Stock Option Plan, as adopted February 19, 2014 —
incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 19,
2014.*
The Coca-Cola Company 1983 Restricted Stock Award Plan, as amended and restated through February 16, 2011 (the
“1983 Restricted Stock Award Plan”) — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report
on Form 8-K filed on February 17, 2011.*
The Coca-Cola Company 1989 Restricted Stock Award Plan, as amended and restated through February 19, 2014 (the
“1989 Restricted Stock Award Plan”) — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report
on Form 8-K filed on February 19, 2014.*
145
Exhibit No.
10.6.1
10.6.2
10.6.3
10.6.4
10.6.5
10.6.6
10.6.7
10.6.8
10.6.9
10.6.10
10.6.11
10.6.12
10.6.13
10.6.14
10.6.15
10.6.16
10.6.17
10.7
10.8
Form of Restricted Stock Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted February 17,
2010 — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
February 18, 2010.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock
Award Plan, as adopted February 17, 2010 — incorporated herein by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed on February 18, 2010.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) for France in connection with the 1989
Restricted Stock Award Plan, as adopted February 17, 2010 — incorporated herein by reference to Exhibit 10.3 to the
Company’s Current Report on Form 8-K filed on February 18, 2010.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock
Award Plan, as adopted February 16, 2011 — incorporated herein by reference to Exhibit 10.5 to the Company’s Current
Report on Form 8-K filed on February 17, 2011.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) for France in connection with the 1989
Restricted Stock Award Plan, as adopted February 16, 2011 — incorporated herein by reference to Exhibit 10.6 to the
Company’s Current Report on Form 8-K filed on February 17, 2011.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted February
15, 2012 — incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on
February 15, 2012.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted February
15, 2012 — incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
February 15, 2012.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted February
15, 2012 — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on
February 15, 2012.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted February
15, 2012 — incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on
February 15, 2012.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock
Award Plan, as adopted February 15, 2012 — incorporated herein by reference to Exhibit 10.5 to the Company’s Current
Report on Form 8-K filed on February 15, 2012.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) for France in connection with the 1989
Restricted Stock Award Plan, as adopted February 15, 2012 — incorporated herein by reference to Exhibit 10.6 to the
Company’s Current Report on Form 8-K filed on February 15, 2012.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock
Award Plan, as adopted February 20, 2013 — incorporated herein by reference to Exhibit 10.4 to the Company’s Current
Report on Form 8-K filed on February 20, 2013.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock
Award Plan, as adopted February 20, 2013 — incorporated herein by reference to Exhibit 10.5 to the Company’s Current
Report on Form 8-K filed on February 20, 2013.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted
February 20, 2013 — incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed
on February 20, 2013.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted
February 20, 2013 — incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed
on February 20, 2013.*
Form of Restricted Stock Agreement (Performance Share Unit Agreement) in connection with the 1989 Restricted Stock
Award Plan, as adopted February 19, 2014 — incorporated herein by reference to Exhibit 10.2 to the Company’s Current
Report on Form 8-K filed on February 19, 2014.*
Form of Restricted Stock Unit Agreement in connection with the 1989 Restricted Stock Award Plan, as adopted
February 19, 2014 — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed
on February 19, 2014.*
The Coca-Cola Company 2014 Equity Plan — incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on April 23, 2014.*
The Coca-Cola Company Compensation Deferral & Investment Program of the Company, as amended (the
“Compensation Deferral & Investment Program”), including Amendment Number Four, dated November 28, 1995 —
incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 1995.*
146
Exhibit No.
10.8.1
10.8.2
10.9
10.9.1
10.9.2
10.10
10.11
10.11.1
10.12
10.13
10.14
10.15
10.15.1
10.16
10.16.1
10.16.2
10.17
10.18
Amendment Number Five to the Compensation Deferral & Investment Program, effective as of January 1, 1998 —
incorporated herein by reference to Exhibit 10.8.2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 1997.*
Amendment Number Six to the Compensation Deferral & Investment Program, dated as of January 12, 2004, effective
January 1, 2004 — incorporated herein by reference to Exhibit 10.9.3 to the Company’s Annual Report on Form 10-K for
the year ended December 31, 2003.*
The Coca-Cola Company Supplemental Pension Plan, Amended and Restated Effective January 1, 2010 (the
“Supplemental Pension Plan”) — incorporated herein by reference to Exhibit 10.10.6 to the Company’s Annual Report on
Form 10-K for the year ended December 31, 2009.*
Amendment One to the Supplemental Pension Plan, effective December 31, 2012, dated December 6, 2012 — incorporated
herein by reference to Exhibit 10.10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2012.*
Amendment Two to the Supplemental Pension Plan, effective April 1, 2013, dated March 19, 2013 — incorporated herein
by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2013.*
The Coca-Cola Company Supplemental 401(k) Plan (f/k/a the Supplemental Thrift Plan of the Company), Amended and
Restated Effective January 1, 2012, dated December 14, 2011 — incorporated herein by reference to Exhibit 10.11 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
The Coca-Cola Company Supplemental Cash Balance Plan, effective January 1, 2012 (the “Supplemental Cash Balance
Plan”) — incorporated herein by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2011.*
Amendment One to the Supplemental Cash Balance Plan, dated December 6, 2012 — incorporated herein by reference to
Exhibit 10.12.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.*
The Coca-Cola Company Directors’ Plan, amended and restated on December 13, 2012, effective January 1, 2013 —
incorporated herein by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2012.*
Deferred Compensation Plan of the Company, as amended and restated December 8, 2010 — incorporated herein by
reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.*
The Coca-Cola Export Corporation Employee Share Plan, effective as of March 13, 2002 — incorporated herein by
reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.*
The Coca-Cola Company Benefits Plan for Members of the Board of Directors, as amended and restated through
April 14, 2004 (the “Benefits Plan for Members of the Board of Directors”) — incorporated herein by reference to
Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.*
Amendment Number One to the Benefits Plan for Members of the Board of Directors, dated December 16, 2005 —
incorporated herein by reference to Exhibit 10.31.2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2005.*
Employment Agreement, dated as of February 20, 2003, between the Company and José Octavio Reyes — incorporated
herein by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2004.*
Letter, dated September 13, 2012, between Servicios Integrados de Administración y Alta Gerencia, S de R.L. de C.V. and
José Octavio Reyes — incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K
filed on September 14, 2012.*
Modification of Conditions, Termination Agreement and Release, dated September 13, 2012, between Servicios Integrados
de Administración y Alta Gerencia, S de R.L. de C.V. and José Octavio Reyes — incorporated herein by reference to
Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 14, 2012.*
The Coca-Cola Company Severance Pay Plan, As Amended and Restated, Effective January 1, 2012, dated December 14,
2011 — incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2011.*
Order Instituting Cease-and-Desist Proceedings, Making Findings and Imposing a Cease-and-Desist Order Pursuant to
Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 — incorporated herein by
reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on April 18, 2005.
147
Exhibit No.
10.19
10.20
10.21
10.22
10.22.1
10.22.2
10.23
10.24
10.25
10.25.1
10.25.2
10.25.3
10.26
10.26.1
10.26.2
10.27
10.28
10.29
10.30
Offer of Settlement of The Coca-Cola Company — incorporated herein by reference to Exhibit 99.2 to the Company’s
Current Report on Form 8-K filed on April 18, 2005.
Share Purchase Agreement among Coca-Cola South Asia Holdings, Inc. and San Miguel Corporation, San Miguel
Beverages (L) Pte Limited and San Miguel Holdings Limited in connection with the Company’s purchase of Coca-Cola
Bottlers Philippines, Inc., dated December 23, 2006 — incorporated herein by reference to Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed on December 29, 2006.
Cooperation Agreement between Coca-Cola South Asia Holdings, Inc. and San Miguel Corporation in connection with the
Company’s purchase of Coca-Cola Bottlers Philippines, Inc., dated December 23, 2006 — incorporated herein by reference
to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on December 29, 2006.
Offer Letter, dated July 20, 2007, from the Company to Joseph V. Tripodi, including Agreement on Confidentiality,
Non-Competition and Non-Solicitation, dated July 20, 2007 — incorporated herein by reference to Exhibit 10.1 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2007.*
Agreement between the Company and Joseph V. Tripodi, dated December 15, 2008 — incorporated herein by reference to
Exhibit 10.47.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.*
Separation Agreement and Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality
between The Coca-Cola Company and Joseph V. Tripodi, dated December 5, 2014.*
Letter, dated July 17, 2008, to Muhtar Kent — incorporated herein by reference to Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on July 21, 2008.*
Letter of Understanding between the Company and Ceree Eberly, dated October 26, 2009, including Agreement on
Confidentiality, Non-Competition and Non-Solicitation, dated November 1, 2009 — incorporated herein by reference to
Exhibit 10.47 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.*
The Coca-Cola Export Corporation Overseas Retirement Plan, as amended and restated, effective October 1, 2007 —
incorporated herein by reference to Exhibit 10.55 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2008.*
Amendment Number One to The Coca-Cola Export Corporation Overseas Retirement Plan, as Amended and Restated,
Effective October 1, 2007, dated September 29, 2011 — incorporated herein by reference to Exhibit 10.34.2 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
Amendment Number Two to The Coca-Cola Export Corporation Overseas Retirement Plan, as Amended and Restated,
Effective October 1, 2007, dated November 14, 2011 — incorporated herein by reference to Exhibit 10.34.3 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
Amendment Number Three to The Coca-Cola Export Corporation Overseas Retirement Plan, as Amended and
Restated, Effective October 1, 2007, dated September 27, 2012 — incorporated herein by reference to Exhibit 10.11 to the
Company’s Quarterly Report on Form 10-Q filed on September 28, 2012.*
The Coca-Cola Export Corporation International Thrift Plan, as Amended and Restated, Effective January 1, 2011 —
incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
April 1, 2011.*
Amendment Number One to The Coca-Cola Export Corporation International Thrift Plan, as Amended and Restated,
Effective January 1, 2011, dated September 20, 2011 — incorporated herein by reference to Exhibit 10.35.2 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
Amendment Number Two to The Coca-Cola Export Corporation International Thrift Plan, as Amended and Restated,
Effective January 1, 2011, dated September 27, 2012 — incorporated herein by reference to Exhibit 10.10 to the Company’s
Quarterly Report on Form 10-Q filed on September 28, 2012.*
Letter Agreement, dated as of June 7, 2010, between The Coca-Cola Company and Dr Pepper Seven-Up, Inc. —
incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2010.
Coca-Cola Enterprises Inc. 2001 Stock Option Plan — incorporated herein by reference to Exhibit 99.4 to the Company’s
Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
Coca-Cola Enterprises Inc. 2004 Stock Award Plan — incorporated herein by reference to Exhibit 99.5 to the Company’s
Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
Coca-Cola Enterprises Inc. 2007 Incentive Award Plan — incorporated herein by reference to Exhibit 99.6 to the
Company’s Registration Statement on Form S-8 (Registration No. 333-169722) filed on October 1, 2010.*
148
Exhibit No.
10.30.1
10.30.2
10.30.3
10.30.4
10.30.5
10.31
10.31.1
10.31.2
10.31.3
10.31.4
10.32
10.32.1
10.32.2
10.33
10.34
10.34.1
Form of 2007 Stock Option Agreement (Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive Award
Plan — incorporated herein by reference to Exhibit 10.32 to Coca-Cola Refreshments USA, Inc.’s (formerly known as
Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2007.*
Form of Stock Option Agreement (Chief Executive Officer and Senior Officers) under the Coca-Cola Enterprises Inc.
2007 Incentive Award Plan for Awards after October 29, 2008 — incorporated herein by reference to Exhibit 10.16.4 to
Coca-Cola Refreshments USA, Inc.’s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for
the year ended December 31, 2008.*
Form of 2007 Restricted Stock Unit Agreement (Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive
Award Plan — incorporated herein by reference to Exhibit 10.16.7 to Coca-Cola Refreshments USA, Inc.’s (formerly
known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
Form of 2007 Performance Share Unit Agreement (Senior Officers) under the Coca-Cola Enterprises Inc. 2007 Incentive
Award Plan — incorporated herein by reference to Exhibit 10.16.10 to Coca-Cola Refreshments USA, Inc.’s (formerly
known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended December 31, 2008.*
Form of Performance Share Unit Agreement (Chief Executive Officer and Senior Officers) under the Coca-Cola
Enterprises Inc. 2007 Incentive Award Plan for Awards after October 29, 2008 — incorporated herein by reference to
Exhibit 10.16.12 to Coca-Cola Refreshments USA, Inc.’s (formerly known as Coca-Cola Enterprises Inc.) Annual Report
on Form 10-K for the year ended December 31, 2008.*
Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment Plan (Amended and
Restated Effective January 1, 2010) — incorporated herein by reference to Exhibit 10.2 to Coca-Cola Refreshments
USA, Inc.’s (formerly known as Coca-Cola Enterprises Inc.) Annual Report on Form 10-K for the year ended
December 31, 2009.*
First Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment
Plan (Amended and Restated Effective January 1, 2010), dated September 24, 2010 — incorporated herein by reference to
Exhibit 10.45.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.*
Second Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment
Plan (Amended and Restated Effective January 1, 2010), dated November 3, 2010 — incorporated herein by reference to
Exhibit 10.45.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.*
Third Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment
Plan, Effective January 1, 2010, dated February 15, 2011 — incorporated herein by reference to Exhibit 10.45.4 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
Fourth Amendment to the Coca-Cola Refreshments USA, Inc. Supplemental Matched Employee Savings and Investment
Plan, effective December 31, 2011, dated December 14, 2011 — incorporated herein by reference to Exhibit 10.45.5 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2011.*
Coca-Cola Refreshments Executive Pension Plan, dated December 13, 2010 (Amended and Restated, Effective
January 1, 2011) — incorporated herein by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2010.*
Amendment Number One to the Coca-Cola Refreshments Executive Pension Plan (Amended and Restated, Effective
January 1, 2011), dated as of July 14, 2011 — incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2011.*
Amendment Number Two to the Coca-Cola Refreshments Executive Pension Plan, effective December 31, 2011, dated
December 14, 2011 — incorporated herein by reference to Exhibit 10.46.3 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2011.*
Amendment to certain Coca-Cola Refreshments USA, Inc.’s (formerly known as Coca-Cola Enterprises Inc.) Employee
Benefit Plans and Equity Plans, effective December 6, 2010 — incorporated herein by reference to Exhibit 10.49 to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2010.*
Offer Letter, dated October 21, 2010, from the Company to Steven A. Cahillane, including Agreement on Confidentiality,
Non-Competition and Non-Solicitation, dated November 10, 2010 — incorporated herein by reference to Exhibit 10.50 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.*
Letter, dated September 11, 2012, from the Company to Steven A. Cahillane — incorporated herein by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 14, 2012.*
149
Exhibit No.
10.34.2
10.35
10.36
10.37
10.38
10.39
10.40
10.40.1
10.41
10.41.1
10.41.2
10.41.3
10.42
10.42.1
10.42.2
10.42.3
10.43
10.43.1
10.44
10.45
10.46
10.47
Separation Agreement and Full and Complete Release and Agreement on Competition, Trade Secrets and Confidentiality
between The Coca-Cola Company and Steven A. Cahillane, dated effective January 21, 2014 — incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 24, 2014.*
Offer Letter, dated January 5, 2011, from the Company to Guy Wollaert, including Agreement on Confidentiality,
Non-Competition and Non-Solicitation, dated June 23, 2008 — incorporated herein by reference to Exhibit 10.9 to the
Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2011.*
Letter, dated September 11, 2012, from the Company to Ahmet Bozer — incorporated herein by reference to Exhibit 10.2
to the Company’s Current Report on Form 8-K filed on September 14, 2012.*
Letter, dated September 11, 2012, from the Company to Brian Smith — incorporated herein by reference to Exhibit 10.5 to
the Company’s Current Report on Form 8-K filed on September 14, 2012.*
Letter, dated September 11, 2012, from the Company to J. Alexander Douglas, Jr. — incorporated herein by reference to
Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 14, 2012.*
Letter, dated September 11, 2012, from the Company to Nathan Kalumbu — incorporated herein by reference to Exhibit
10.8 to the Company’s Current Report on Form 8-K filed on September 14, 2012.*
Letter, dated September 11, 2012, from the Company to James Quincey — incorporated herein by reference to Exhibit 10.9
to the Company’s Current Report on Form 8-K filed on September 14, 2012.*
Service Agreement between Beverage Services Limited and James Robert Quincey, dated November 14, 2012 —
incorporated herein by reference to Exhibit 10.57.2 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2012.*
Coca-Cola Refreshments Supplemental Pension Plan (Amended and Restated Effective January 1, 2011), dated December
13, 2010 — incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the
quarter ended March 30, 2012.*
Amendment Number One to the Coca-Cola Refreshments Supplemental Pension Plan, dated December 14, 2011 —
incorporated herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 30, 2012.*
Amendment Two to the Coca-Cola Refreshments Supplemental Pension Plan, dated December 6, 2012 — incorporated
herein by reference to Exhibit 10.59.3 to the Company’s Annual Report on Form 10-K for the year ended December 31,
2012.*
Amendment Three to the Coca-Cola Refreshments Supplemental Pension Plan, adopted March 19, 2013 — incorporated
herein by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29,
2013.*
Coca-Cola Refreshments Severance Pay Plan for Exempt Employees, effective as of January 1, 2012 — incorporated herein
by reference to Exhibit 10.60.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.*
Amendment One to the Coca-Cola Refreshments Severance Pay Plan for Exempt Employees, effective January 1, 2012,
dated May 24, 2012 — incorporated herein by reference to Exhibit 10.60.2 to the Company’s Annual Report on Form 10-K
for the year ended December 31, 2012.*
Amendment Two to the Coca-Cola Refreshments Severance Pay Plan for Exempt Employees, dated December 6, 2012
— incorporated herein by reference to Exhibit 10.60.3 to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2012.*
Amendment Three to the Coca-Cola Refreshments Severance Pay Plan for Exempt Employees, adopted March 19, 2013 —
incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 29, 2013.*
The Coca-Cola Company Severance Pay Plan for Certain Legacy CCNA Employees, effective as of January 1, 2013.*
Amendment One to The Coca-Cola Company Severance Pay Plan for Certain Legacy CCNA Employees, effective
February 28, 2014, dated September 22, 2014.*
Letter, dated December 16, 2013, from the Company to Irial Finan — incorporated herein by reference to Exhibit 10.46 to
the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.*
Letter, dated April 24, 2014, from the Company to Kathy N. Waller — incorporated herein by reference to Exhibit 10.1 to
the Company’s Quarterly Report on Form 8-K filed on April 25, 2014.*
Letter, dated October 15, 2014, from the Company to Atul Singh.*
Letter, dated December 16, 2014, from the Company to Marcos de Quinto.*
150
Exhibit No.
12.1
21.1
23.1
24.1
31.1
31.2
32.1
101
Computation of Ratios of Earnings to Fixed Charges for the years ended December 31, 2014, 2013, 2012, 2011 and
2010.
List of subsidiaries of the Company as of December 31, 2014.
Consent of Independent Registered Public Accounting Firm.
Powers of Attorney of Officers and Directors signing this report.
Rule 13a-14(a)/15d-14(a) Certification, executed by Muhtar Kent, Chairman of the Board of Directors, Chief Executive
Officer and President of The Coca-Cola Company.
Rule 13a-14(a)/15d-14(a) Certification, executed by Kathy N. Waller, Executive Vice President and Chief Financial Officer
of The Coca-Cola Company.
Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350), executed by Muhtar Kent, Chairman of the Board of Directors, Chief Executive Officer and
President of The Coca-Cola Company and by Kathy N. Waller, Executive Vice President and Chief Financial Officer of The
Coca-Cola Company.
The following financial information from The Coca-Cola Company’s Annual Report on Form 10-K for the year ended
December 31, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of
Income for the years ended December 31, 2014, 2013 and 2012, (ii) Consolidated Statements of Comprehensive Income
for the years ended December 31, 2014, 2013 and 2012, (iii) Consolidated Balance Sheets as of December 31, 2014 and
2013, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012, (v) Consolidated
Statements of Shareowners’ Equity for the years ended December 31, 2014, 2013 and 2012 and (vi) the Notes to
Consolidated Financial Statements.
* Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
151
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
THE COCA-COLA COMPANY
(Registrant)
By:
/s/ MUHTAR KENT
Muhtar Kent
Chairman of the Board of Directors,
Chief Executive Officer and President
Date: February 25, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
/s/ MUHTAR KENT
Muhtar Kent
Chairman of the Board of Directors,
Chief Executive Officer,
President and a Director
(Principal Executive Officer)
/s/ KATHY N. WALLER
Kathy N. Waller
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 25, 2015
February 25, 2015
/s/ LARRY M. MARK
Larry M. Mark
Vice President and Controller
(As Principal Accounting Officer)
February 25, 2015
/s/ MARK RANDAZZA
Mark Randazza
Vice President and Assistant Controller
(On behalf of the Registrant)
February 25, 2015
*
*
*
*
Herbert A. Allen
Director
February 25, 2015
Ronald W. Allen
Director
February 25, 2015
Marc Bolland
Director
February 25, 2015
Ana Botín
Director
February 25, 2015
*
*
*
*
Richard M. Daley
Director
February 25, 2015
Barry Diller
Director
February 25, 2015
Helene D. Gayle
Director
February 25, 2015
Evan G. Greenberg
Director
February 25, 2015
152
Howard G. Buffett
Director
February 25, 2015
Alexis M. Herman
Director
February 25, 2015
Robert A. Kotick
Director
February 25, 2015
*
*
*
*
Maria Elena Lagomasino
Director
February 25, 2015
*By:
/s/ GLORIA K. BOWDEN
Gloria K. Bowden
Attorney-in-fact
February 25, 2015
*
*
*
*
Sam Nunn
Director
February 25, 2015
James D. Robinson III
Director
February 25, 2015
Peter V. Ueberroth
Director
February 25, 2015
David B. Weinberg
Director
February 25, 2015
153
CERTIFICATIONS
EXHIBIT 31.1
I, Muhtar Kent, Chairman of the Board of Directors, Chief Executive Officer and President of The Coca-Cola Company, certify that:
1.
I have reviewed this annual report on Form 10-K of The Coca-Cola Company;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 25, 2015
/s/ MUHTAR KENT
Muhtar Kent
Chairman of the Board of Directors, Chief Executive
Officer and President
CERTIFICATIONS
EXHIBIT 31.2
I, Kathy N. Waller, Executive Vice President and Chief Financial Officer of The Coca-Cola Company, certify that:
1.
I have reviewed this annual report on Form 10-K of The Coca-Cola Company;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 25, 2015
/s/ KATHY N. WALLER
Kathy N. Waller
Executive Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the annual report of The Coca-Cola Company (the “Company”) on Form 10-K for the period ended December 31,
2014 (the “Report”), I, Muhtar Kent, Chairman of the Board of Directors, Chief Executive Officer and President of the Company and
I, Kathy N. Waller, Executive Vice President and Chief Financial Officer of the Company, each certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) to my knowledge, the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
/s/ MUHTAR KENT
Muhtar Kent
Chairman of the Board of Directors, Chief Executive
Officer and President
February 25, 2015
/s/ KATHY N. WALLER
Kathy N. Waller
Executive Vice President and Chief Financial Officer
February 25, 2015
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