===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 11-K
_____________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 001-02217
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
(Full title of the plan)
THE COCA-COLA COMPANY
(Name of issuer of the securities held pursuant to the plan)
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Address of the plan and address of issuer's principal executive offices)
==============================================================================
CARIBBEAN REFRESCOS, INC.
THRIFT PLAN
Financial Statements
As of December 31, 2003 and 2002
and for the Year Ended December 31, 2003
Together With Independent Auditors' Report
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Financial Statements and Schedules
As of December 31, 2003 and 2002
and for the Year Ended December 31, 2003
Table of Contents
Page
----
Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
----------------------
Schedule H, line 4i - Schedule of Assets (Held at End of Year) 11
Schedule H, line 4j - Schedule of Reportable Transactions 12
BANKS, FINLEY, WHITE & CO.
CERTIFIED PUBLIC ACCOUNTANTS
To the Thrift Plan Committee of
Caribbean Refrescos, Inc.
Caribbean Refrescos, Inc.
Cidra, Puerto Rico
Independent Auditors' Report
----------------------------
We have audited the accompanying statements of net assets available for benefits
of the Caribbean Refrescos, Inc. Thrift Plan (the "Plan") as of December 31,
2003 and 2002 and the related statement of changes in net assets available for
benefits for the year ended December 31, 2003. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Caribbean
Refrescos, Inc. Thrift Plan as of December 31, 2003 and 2002 and the changes in
net assets available for benefits for the year ended December 31, 2003, in
conformity with accounting principles generally accepted in the United States of
America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
at end of year and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are supplemental information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ BANKS, FINLEY, WHITE & CO.
June 18, 2004
1
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
2003 2002
---- ----
ASSETS
Investments (Notes 3 and 4) $ 27,808,703 $ 23,663,246
Contributions receivable:
Employer 1,747 12,472
Participants 5,733 30,980
------------ ------------
Total contributions receivable 7,480 43,452
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 27,816,183 $ 23,706,698
============ ============
The accompanying notes are an integral part of the financial statements.
2
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2003
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividend income $ 391,736
Interest income 59,310
------------
Total investment income 451,046
------------
Contributions:
Employer 524,677
Participants 1,319,396
------------
Total contributions 1,844,073
------------
Net appreciation in fair value of
investments (Note 3) 3,419,617
------------
Total additions 5,714,736
------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to Participants 1,595,848
Administrative expenses 9,403
------------
Total deductions 1,605,251
------------
Net increase in net assets available for benefits 4,109,485
Net assets available for benefits, beginning of year 23,706,698
------------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $ 27,816,183
============
The accompanying notes are an integral part of the financial statements.
3
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Notes to Financial Statements
December 31, 2003 and 2002
Note 1 - Description of Plan
----------------------------
General
The Caribbean Refrescos, Inc. Thrift Plan (the "Plan") is a defined contribution
pension plan covering a majority of the employees of Caribbean Refrescos, Inc.
(the "Company"), a wholly-owned subsidiary of The Coca-Cola Company. Eligible
employees may begin participating in the Plan after reaching age 18 and
completing three months of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions
The election to contribute to the Plan by employees ("Participants") is
voluntary. Participant contributions are in the form of payroll deductions with
the Company currently contributing an amount equal to 100% of the first 3% of
compensation contributed by a Participant subject to certain limitations imposed
by the Puerto Rico Income Tax Act of 1954, as amended.
Participants may contribute to the Plan with "Before-Tax" dollars or "After-Tax"
dollars. "Before-Tax" contributions are not subject to current federal income
taxes. Participants may contribute up to 13% (10% on a "Before-Tax" basis) of
their annual compensation to the Plan. For 2003, the maximum "Before-Tax" annual
contribution amount was $8,000.
All contributions are paid to a trustee and are invested as directed by
Participants and the Company. Participants may direct their contributions into
any of the following investment funds:
Company Stock Fund - Common stock of The Coca-Cola Company with
moderate cash and/or cash equivalent holdings for liquidity purposes.
AIM Money Market Fund - A mutual fund investing primarily in domestic
commercial paper and cash management instruments. The fund may also
invest in U.S. government, corporate and bank obligations. The
instruments purchased have maturities of 60 days or less.
AIM Income Fund - A mutual fund investing primarily in investment-grade
corporate debt, convertibles, and U.S. government debt. The fund may
invest up to 35% of assets in lower-rated debt. The fund may also
invest in dividend-paying stocks, and it may invest up to 40% of assets
in foreign securities.
AIM Intermediate Government Fund - A mutual fund investing primarily in
U.S. government obligations, which may include Treasury securities and
mortgage-backed securities. The average weighted maturity typically
ranges between three and 10 years.
4
Notes to Financial Statements (Continued)
Note 1 - Description of Plan (Continued)
----------------------------------------
INVESCO Total Return Fund - A mutual fund investing in a combination of
common stocks (normally 55% to 65% of the fund's total assets) and
investment grade fixed-income securities (normally 35% to 45% of the
fund's total assets).
INVESCO Dynamics Fund - A mutual fund investing primarily in common
stocks of rapidly growing mid-sized companies. The fund may invest a
limited amount in foreign securities.
INVESCO Structured Small Cap Value Equity Trust - A collective trust
fund investing primarily in stocks of small companies and seeking
long-term capital appreciation.
INVESCO International Equity Trust - A collective trust fund investing
in securities of foreign companies.
AIM Blue Chip Fund - A mutual fund investing in stocks of large
companies that are considered to be market leaders in their respective
sectors. The fund may invest up to 25% of assets in foreign securities.
AIM Global Growth Fund - A mutual fund investing in stocks of large
well-established companies in the United States and abroad that show
strong earnings momentum.
AIM Basic Value Fund - A mutual fund normally investing at least 65% of
assets in stocks of U.S. companies with market capitalization of more
than $500 million, with the balance invested in stocks of smaller
companies, investment-grade convertibles, and U.S. government
securities. Up to 25% of assets may be invested in foreign securities.
All Company contributions are invested in the Company Stock Fund and are
immediately vested to the Participants.
Participants are allowed to transfer rollover contributions from other qualified
retirement plans or Individual Retirement Accounts into the Plan.
Valuation of Participant Accounts
Participant account balances are valued based upon the number of units of each
investment fund credited to Participant accounts. Units are revalued on a daily
basis to reflect earnings and other transactions. Participant account balances
are updated on a daily basis to reflect transactions affecting account balances.
5
Notes to Financial Statements (Continued)
Note 1 - Description of Plan (Continued)
----------------------------------------
Participant Loans
Participants may borrow from their account balances subject to certain
limitations. Participant loans may be taken from a combination of "Before-Tax",
"After-Tax" and rollover account balances.
The following applies to Participant loans:
(a) The maximum amount that a Participant may borrow is the lesser of 50%
of their account balance or $50,000. The $50,000 maximum is reduced by
the Participant's highest outstanding loan balance on any loans during
the preceding 12 months.
(b) The minimum amount that a Participant may borrow is the lesser of 50%
of their account balance or $1,000.
(c) The loan interest rate is the prime rate (as published in The Wall
Street Journal at the inception of the loan) plus 1%.
(d) The loan repayment period is one to five years for a general purpose
loan and one to 15 years for a loan used to purchase or build a
principal residence.
Payment of Benefits
Generally, payments from the Plan are made in a single lump sum upon a
Participant's retirement, termination or disability. However, if a Participant
dies, the surviving spouse or other designated beneficiary may choose to receive
payment from the Plan in up to 10 annual installments.
Administration
The Company is the named plan administrator as defined in ERISA Section
3(16)(A). However, the Thrift Plan Committee of Caribbean Refrescos, Inc. (the
"Committee"), on behalf of the Company and as designated in the Plan document,
has substantial control of and discretion over the administration of the Plan.
Certain administrative expenses of the Plan were paid by the Company.
Administrative expenses paid by the Plan during 2003 were $9,403.
6
Notes to Financial Statements (Continued)
Note 1 - Description of Plan (Continued)
----------------------------------------
Plan Termination
The Company expects the Plan to be continued indefinitely but reserves the right
to terminate the Plan or to discontinue its contributions to the Plan at any
time, by written document approved by the Committee. In the event of
termination, the Committee may either:
(a) continue the trust for as long as it considers advisable, or
(b) terminate the trust, pay all expenses from the trust fund, and
direct the payment of Participant account balances, either in
the form of lump-sum distributions, installment payments, or
any other form selected by the Committee.
Additional information about the Plan is available from the Company's Human
Resources Department.
Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------
Basis of Accounting
The financial statements of the Plan are maintained on an accrual basis.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires Plan management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.
Valuation of Investments
All investments are stated at fair value. The investments in common stock of The
Coca-Cola Company and the mutual funds are determined at the quoted prices in
active markets at the last reported sales price on the last business day of the
Plan year. Participant loans are valued based upon remaining unpaid principal
plus any accrued but unpaid interest.
7
Notes to Financial Statements (Continued)
Note 3 - Investments
--------------------
The fair value of investments at December 31 is as follows:
2003 2002
---- ----
Participant-directed investments $ 11,910,292 $ 9,944,847
Nonparticipant-directed investments 15,898,411 13,718,399
------------ ------------
$ 27,808,703 $ 23,663,246
============ ============
The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31 is as follows:
2003 2002
---- ----
Common stock of The Coca-Cola Company $ 22,591,616 $ 19,515,595
AIM Money Market Fund $ 1,539,405 -
INVESCO Cash Reserves Fund - $ 1,496,594
Investments in common stock of The Coca-Cola Company include both
participant-directed and nonparticipant-directed investments.
During 2003, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) appreciated in fair value (as
determined by quoted market price) by $3,419,617 as follows:
Common stock of The Coca-Cola Company $ 3,076,021
Mutual funds 300,680
Collective trust funds 42,916
-----------
$ 3,419,617
===========
8
Notes to Financial Statements (Continued)
Note 4 - Nonparticipant-Directed Investments
--------------------------------------------
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
December 31, December 31,
2003 2002
------------ ------------
Net assets, at fair value:
Company Stock Fund $ 15,898,411 $ 13,718,399
Year Ended
December 31, 2003
-----------------
Changes in net assets:
Contributions $ 524,677
Dividends 265,010
Net appreciation 2,029,227
Distributions to Participants (587,799)
Transfers to other investment funds (47,596)
Administrative expenses (3,507)
------------
Net increase in net assets $ 2,180,012
============
Note 5 - Transactions with Party-in-Interest
--------------------------------------------
The Plan received dividends on common stock of The Coca-Cola Company during 2003
of $391,736. The Plan held 445,155 shares of common stock of The Coca-Cola
Company as of December 31, 2003 and 2002 with a fair value of $22,591,616 and
$19,515,595, respectively.
9
Notes to Financial Statements (Continued)
Note 6 - Income Tax Status
--------------------------
The Plan qualifies under Section 165(a) of the Puerto Rico Income Tax Act of
1954 (the "Act"), as amended, (for applicable tax years) and Section 1165(a) of
the Puerto Rico Internal Revenue Code of 1994, as amended, (for applicable tax
years) and is, therefore, not subject to tax under present income tax laws. Once
qualified, the Plan is required to operate in conformity with the applicable tax
requirements to maintain its qualification. The Plan obtained a determination
letter on October 19, 1990, in which the Puerto Rico Department of the Treasury
ruled that the Plan, as then designed, was in compliance with the applicable
requirements of the Act. The Plan has been amended subsequent to receiving this
determination letter. The Plan obtained letters on October 22, 1998 and
September 27, 2000, in which the Puerto Rico Department of the Treasury ruled
that the amendments do not affect the qualified status of the Plan. The Thrift
Plan Committee of Caribbean Refrescos, Inc. and the Company's tax counsel
believe the Plan is currently designed and being operated in material compliance
with the applicable tax requirements.
10
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
EIN: 66-0276572 PN: 001
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2003
(c) Description of investment
(b) Identity of issue, including maturity date,
borrower, lessor or rate of interest, collateral, (e) Current
(a) similar party par, or maturity value (d) Cost value
--- ---------------------- ----------------------------------- -------- -----------
SHORT-TERM INVESTMENTS:
Federated Government Obligation
Fund #5 983,946 units $ 983,946 $ 983,946
COMMON STOCK:
* The Coca-Cola Company 445,155 shares of common stock 10,266,910 22,591,616
MUTUAL FUNDS:
AIM Advisors, Inc. 1,539,405 units of Money Market Fund 1,539,405 1,539,405
INVESCO 20,313 units of Dynamics Fund 384,898 299,421
INVESCO 12,263 units of Total Return Fund 284,675 293,587
AIM Advisors, Inc. 16,280 units of Income Fund 108,111 108,916
AIM Advisors, Inc. 27,022 units of Intermediate Government Fund 249,107 248,872
AIM Advisors, Inc. 61,782 units of Blue Chip Fund 869,371 691,955
AIM Advisors, Inc. 4,666 units of Global Growth Fund 93,165 73,533
AIM Advisors, Inc. 6,032 units of Basic Value Fund 165,981 176,368
------------ ------------
Total Mutual Funds 3,694,713 3,432,057
------------ ------------
COLLECTIVE TRUST FUNDS:
INVESCO 2,114 units of Structured Small Cap Value Equity Trust 140,952 174,282
INVESCO 172 units of International Equity Trust 3,148 3,633
------------ ------------
Total Collective Trust Funds 144,100 177,915
------------ ------------
PARTICIPANTS' LOANS:
Loans to Participants Loans with interest rates ranging from
5.00% to 10.50% - 623,169
------------ ------------
TOTAL ASSETS (HELD AT END OF YEAR) $ 15,089,669 $ 27,808,703
============ ============
* Party-in-interest
11
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
EIN: 66-0276572 PN: 001
Schedule H, line 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 2003
(b) Description of
asset (include (f) Expense (h) Current value
(a) Identity interest rate and incurred of asset on
of party maturity in case (c) Purchase (d) Selling (e) Lease with (g) Cost of transaction (i) Net gain
involved of a loan) price price rental transaction asset date or (loss)
-------- ----------------- -------- ------- ------ ----------- ------- ------------- ---------
THERE WERE NO CATEGORY (i), (ii), (iii) OR (iv) REPORTABLE TRANSACTIONS DURING THE YEAR ENDED DECEMBER 31, 2003.
12
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Thrift Plan Committee of Caribbean Refrescos, Inc. has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
(Name of Plan)
By: /s/Candido Collazo
------------------
Candido Collazo
Chairman, Thrift Plan Committee of
Caribbean Refrescos, Inc.
Date: June 28, 2004
13
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23 Consent of Independent Auditors