11-K 1 d11k.htm FORM 11-K Form 11-K
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Annual Report Pursuant to Section 15(d) of the

Securities Exchange Act of 1934

 


 

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 [NO FEE REQUIRED]

 

Commission file number 1-9300

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

COCA-COLA ENTERPRISES SAVINGS PLAN FOR ORGANIZED

EMPLOYEES OF SOUTHERN NEW ENGLAND

2500 Windy Ridge Parkway, Atlanta, Georgia 30339

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

COCA-COLA ENTERPRISES INC.

2500 Windy Ridge Parkway, Atlanta, Georgia 30339

 


 

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Exhibit Index: Page 4


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The Coca-Cola Enterprises Savings Plan for Organized Employees of Southern New England (the “Plan”) is a plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Accordingly, the following items are filed herewith as part of this annual report:

 

Audited financial statements:

 

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

Statements of Net Assets Available for Benefits at December 31, 2003 and 2002

 

Statement of Change in Net Assets Available for Benefits for the Year Ended December 31, 2003

 

Notes to Financial Statements

 

Schedule of Assets at December 31, 2003

 

Signature

 

Exhibit 23 – Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

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SIGNATURES

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Global Retirement Programs Committee, which Committee administers the employee benefit plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

COCA-COLA ENTERPRISES SAVINGS PLAN FOR ORGANIZED EMPLOYEES OF SOUTHERN NEW ENGLAND
(Name of Plan)
By:   /s/    JOYCE KING-LAVINDER        
   

Joyce King-Lavinder

Member, Global Retirement Programs Committee

 

Date: June 25, 2004

 

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Exhibit Index

 

Exhibit Number

  

Description


Exhibit 23 –    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

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AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

Coca-Cola Enterprises Savings Plan for Organized

Employees of Southern New England

Year ended December 31, 2003 and as of December 31, 2002

with Report of Independent Registered Public Accounting Firm


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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Audited Financial Statements

and Supplemental Schedule

 

 

Year ended December 31, 2003 and as of December 31, 2002

 

 

 

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Audited Financial Statements

    

Statements of Net Assets Available for Benefits

   2

Statement of Changes in Net Assets Available for Benefits

   3

Notes to Audited Financial Statements

   4

Supplemental Schedule

    

Schedule of Assets (Held at End of Year)

   10


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Report of Independent Registered Public Accounting Firm

 

Global Retirement Programs Committee

Coca-Cola Enterprises Inc.

 

We have audited the accompanying statements of net assets available for benefits of the Coca-Cola Enterprises Savings Plan for Organized Employees of Southern New England 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 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 net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for the purposes of additional analysis and is not a required part of the financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/    Ernst & Young LLP

 

Atlanta, Georgia

June 18, 2004

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Statements of Net Assets Available for Benefits

 

     December 31

     2003

   2002

Assets

             

Investments, at fair value

   $ 4,592,817    $ 3,660,105
    

  

Net assets available for benefits

   $ 4,592,817    $ 3,660,105
    

  

 

See accompanying notes.

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2003

 

Additions to net assets attributed to:

      

Investment income:

      

Interest and dividends

   $ 125,150

Net realized and unrealized appreciation in fair value of investments

     392,732
    

       517,882

Participant contributions

     497,239
    

Total additions

     1,015,121

Deductions from net assets attributed to:

      

Transfer to other company-sponsored retirement plans

     1,262

Distributions to participants

     80,677

Administrative expenses

     470
    

Total deductions

     82,409
    

Net increase

     932,712

Net assets available for benefits:

      

Beginning of year

     3,660,105
    

End of year

   $ 4,592,817
    

 

See accompanying notes.

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Notes to Audited Financial Statements

 

December 31, 2003

 

1. Description of the Plan

 

The following description of the Coca-Cola Enterprises Savings Plan for Organized Employees of Southern New England (the “Plan”) provides only general information. Participants should refer to the Summary Plan Description for a more complete description of the Plan’s provisions.

 

General

 

The Plan is sponsored by Coca-Cola Enterprises Inc. (the “Company”).

 

The Plan was formed effective July 1, 1993 and restated effective January 1, 1997. The Plan is a defined contribution plan covering certain employees of the Company.

 

Eligibility

 

Each employee who (1) has attained age 21 and worked at least one hour of service (1,000 hours of service prior to March 1, 2001) during a 12–month period and (2) is covered by the International Brotherhood of Teamsters, Local 1035, 677, 182, 317, 669, 687, or 693 bargaining unit and who is eligible for the Plan under the terms of the collective bargaining agreement negotiated between the Company and such bargaining unit, shall become a participant on the entry date (first day of the pay period coincident with employment as an eligible employee having completed the age and service requirement) at which time the participant may elect to begin compensation deferrals.

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Notes to Audited Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Contributions

 

The Plan allows a participant to contribute up to 16% of eligible compensation, as defined, subject to the maximum allowed by the Internal Revenue Code (the “IRC”). A participant may elect to change the rate of pre-tax contributions or suspend all pre-tax contributions at any time. The Company may elect to contribute an amount determined annually by the Company. The Company made no contributions during 2003.

 

Loans

 

Participants who are employed at the time of the loan request, including an employee on leave, may borrow from their accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their vested account balances. Loan terms range from 1–5 years or up to 15 years for the purchase of a primary residence. The balance in the participant’s account secures the loan and the loan bears interest at the prime rate as published in the Wall Street Journal on the second business day of the month preceding the date the loan is issued. Principal and interest are generally repaid in equal installments by a payroll deduction each paycheck which is applied directly to the participant’s account.

 

Vesting

 

Each participant shall always be 100% vested in his or her pre-tax contributions and rollover contributions and earnings thereon.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions, rollover contributions, if any, and allocations of the Plan’s earnings and losses. The allocation of earnings and losses is based on participant account balances as defined in the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account.

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Notes to Audited Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Participant Accounts (continued)

 

In the event a participant’s union membership status changes, the participant may elect to transfer his or her account out of this Plan. During the year ended December 31, 2003, the Plan transferred participant accounts totaling $1,262 to the Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan.

 

Withdrawals and Payments of Benefits

 

Distributions of a participant’s fully vested account balance shall be made during the period following his or her retirement, death, disability or termination of employment.

 

Distributions to participants shall be made in a single lump sum payment if their vested account balance is $5,000 or less. If the participant’s vested account balance exceeds $5,000, the Plan permits distribution under lump sum, installment payments or a combination of lump sum and installment payments at the discretion of the participant. If the participant has any loan balance at the time of distribution, the amount of cash available to the participant or beneficiary shall be reduced by the outstanding principal balance of the loan.

 

Prior to retirement a withdrawal from the balance of the participant’s pre-tax contribution account would be available only for a financial hardship.

 

Plan Termination

 

The Company expects to continue the Plan indefinitely but has the right under the Plan agreement to terminate the Plan. In the event of Plan termination, all participants become fully vested and shall receive a full distribution of their account balances.

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Notes to Audited Financial Statements (continued)

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

The financial statements of the Plan are prepared using the accrual method of accounting.

 

Valuation of Investments

 

The Stable Value Fund, a common collective trust fund, is valued at fair value, which approximates cost. Other common collective trust funds are valued at fair value as determined by the Plan’s trustee based on the market values of the underlying assets comprising the fund. Mutual funds and the common stock of The Coca-Cola Company and Coca-Cola Enterprises Inc. are valued based on quoted market prices on national exchanges on the last business day of the Plan year. Participant loans are valued at their outstanding balances, which approximate fair value.

 

Administrative Expenses

 

Certain administrative expenses are paid by the Plan, as permitted by the Plan document. All other expenses are paid by the Company.

 

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Notes to Audited Financial Statements (continued)

 

3. Investments

 

During 2003, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated in fair value as determined by quoted market prices as follows:

 

     Year ended
December 31,
2003


Common stock

   $ 68,676

Collective trust funds

     4,906

Mutual funds

     319,150
    

Total

   $ 392,732
    

 

Investments that represent 5% or more of the fair value of the Plan’s net assets are as follows:

     December 31

     2003

   2002

Common Stock of Coca-Cola Enterprises Inc.

   $ 288,621    $ 264,422

Common Stock of The Coca-Cola Company

     456,000      402,808

Putnam Asset Allocation: Balanced Portfolio

     698,067      698,366

Putnam Fund for Growth and Income

     726,612      572,900

Putnam Stable Value Fund

     1,803,402      1,307,150

Participant loans

     *      198,867

 

* Amount was less than 5% of net assets.

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

Notes to Audited Financial Statements (continued)

 

4. Transactions with Parties-in-Interest

 

During 2003, the Plan purchased 179 common shares of The Coca–Cola Company, a significant shareowner of Coca-Cola Enterprises Inc., with a fair value of $7,998 and sold 386 common shares for proceeds of $16,004 resulting in a loss of $1,533. During 2003, the Plan received cash dividends from investments in The Coca–Cola Company common stock of approximately $8,000. As of December 31, 2003 and 2002, the Plan held 8,985 and 9,192 common shares of The Coca-Cola Company stock with a fair value of $456,000 and $402,808, respectively.

 

Also during 2003, the Plan purchased 4,235 common shares of Coca–Cola Enterprises Inc. with a fair value of $84,527 and sold 3,212 common shares for proceeds of $70,317 resulting in a gain of $4,043. During 2003, the Plan received cash dividends from investments in Coca-Cola Enterprises Inc. common stock of approximately $2,000. As of December 31, 2003 and 2002, the Plan held 13,197 and 12,174 common shares of Coca-Cola Enterprises Inc. stock with a fair value of $288,621 and $264,422, respectively.

 

5. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated June 16, 2003, stating that the Plan is qualified under Section 401(a) of the IRC and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.

 

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Supplemental Schedule


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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

EIN: 58-0503352     Plan Number: 010

Schedule H, Line 4i

 

Schedule of Assets (Held at End of Year)

 

December 31, 2003

 

(a)


 

(b)

Identity of Issue,

Borrower, Lessor, or

Similar Party


 

(c)

Description of Investment
Including Maturity Date,

Rate of Interest, Collateral,

Par or Maturity Value


  

(e)

Current

Value


    AIM Investments   Invesco Energy Fund    $ 4,142
    American Century Investments   International Growth Fund      4,074
    Barclays Global Investors   Lifepath 2010 Fund      678
    Barclays Global Investors   Lifepath 2020 Fund      2,628
    Barclays Global Investors   Lifepath 2030 Fund      1,574
    Barclays Global Investors   Lifepath 2040 Fund      415
    Barclays Global Investors   Lifepath Income Fund      1,449
    Franklin Templeton Investments   Growth Fund      263
    Janus Capital Corporation   Worldwide Fund      7,132
    Morgan Stanley Institutional Funds   Small Company Growth Portfolio      6,106
    Morgan Stanley Institutional Funds   Technology Portfolio      4,976
    Morgan Stanley Institutional Funds   U.S. Real Estate Portfolio      31,587
    Oppenheimer Funds   Quest International Value Fund      6,931
    Pimco Funds   High Yield Fund      12,372

*

  Putnam Fiduciary Trust Company   Asset Allocation: Balanced Portfolio      698,067

*

  Putnam Fiduciary Trust Company   Bond Index Fund      40,740

*

  Putnam Fiduciary Trust Company   Capital Opportunities Fund      3,526

*

  Putnam Fiduciary Trust Company   Fund for Growth and Income      726,612

*

  Putnam Fiduciary Trust Company   Health Sciences Fund      6,175

*

  Putnam Fiduciary Trust Company   International Capital Opportunities Fund      13,429

*

  Putnam Fiduciary Trust Company   International Equity Fund      206,199

*

  Putnam Fiduciary Trust Company   International Growth and Income Fund      290

 

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Coca-Cola Enterprises Savings Plan for

Organized Employees of Southern New England

 

EIN: 58-0503352     Plan Number: 010

Schedule H, Line 4i

 

Schedule of Assets (Held at End of Year) (continued)

 

December 31, 2003

 

(a)


 

(b)

Identity of Issue,

Borrower, Lessor, or

Similar Party


 

(c)

Description of Investment

Including Maturity Date,

Rate of Interest, Collateral,

Par or Maturity Value


  

(e)

Current

Value


*

  Putnam Fiduciary Trust Company  

Investors Fund

     428

*

  Putnam Fiduciary Trust Company  

Mid-Cap Value Fund

     5,149

*

  Putnam Fiduciary Trust Company  

OTC & Emerging Growth Fund

     711

*

  Putnam Fiduciary Trust Company  

Research Fund

     5,005

*

  Putnam Fiduciary Trust Company  

S&P 500 Index Fund

     19,564

*

  Putnam Fiduciary Trust Company  

Stable Value Fund

     1,803,402

*

  Putnam Fiduciary Trust Company  

Vista Fund

     4,738
    SunTrust Institutional  

Classic Small Cap Value Equity Fund

     8,543

*

  Coca-Cola Enterprises Inc.  

Common Stock

     288,621

*

  The Coca-Cola Company  

Common Stock

     456,000
*   Participants  

Loans with interest rates ranging from 4.0% to 9.5%, with

maturities through 2013

     221,291
            

             $ 4,592,817
            

 

* Indicates a party-in-interest to the Plan.

 

Note:     Cost information has not been included in column (d) because all investments are participant directed.

 

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