-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RnA64MKwSzEnLszQgxanCFHal8mIEGhzot+JdpTEsvzeU7ypeTaLFsDbPJi5xhjB c/dgju8gYuzssUbobX3SMQ== 0001193125-05-133392.txt : 20050628 0001193125-05-133392.hdr.sgml : 20050628 20050628165510 ACCESSION NUMBER: 0001193125-05-133392 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050628 DATE AS OF CHANGE: 20050628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COCA COLA ENTERPRISES INC CENTRAL INDEX KEY: 0000804055 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 580503352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09300 FILM NUMBER: 05921431 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709893000 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY CITY: ATLANTA STATE: GA ZIP: 30339 11-K 1 d11k.htm FORM 11-K Form 11-K
Table of Contents

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, 2004

 

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 INC. SAVINGS AND INVESTMENT PLAN

FOR CERTAIN BARGAINING EMPLOYEES

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

 


Page 1 of 21 pages

Exhibit Index on Page 20


Table of Contents

The Coca-Cola Enterprises Inc. Savings And Investment Plan for Certain Bargaining Employees (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, 2004 and 2003

 

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2004

 

Notes to Financial Statements

 

Schedule of Assets (Held at End of Year) at December 31, 2004

 

Signature

 

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

 

Page 2


Table of Contents

AUDITED FINANCIAL STATEMENTS

AND SUPPLEMENTAL SCHEDULE

 

Coca-Cola Enterprises Inc. Savings and Investment Plan for

Certain Bargaining Employees

Year Ended December 31, 2004 and as of December 31, 2004 and 2003

with Report of Independent Registered Public Accounting Firm


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Audited Financial Statements

and Supplemental Schedule

 

Year Ended December 31, 2004 and as of December 31, 2004 and 2003

 

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 Financial Statements

   4
Supplemental Schedule:     

Schedule of Assets (Held at End of Year)

   11


Table of Contents

Report of Independent Registered Public Accounting Firm

 

Finance Committee of the Board of Directors

Coca-Cola Enterprises Inc.

 

We have audited the accompanying statements of net assets available for benefits of Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining Employees as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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, 2004 and 2003, and the changes in its net assets available for benefits for the year ended December 31, 2004, 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, 2004, is presented for 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 24, 2005

 

1


Table of Contents

Coca-Cola Enterprises, Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Statements of Net Assets Available for Benefits

 

     December 31

     2004

   2003

Assets              

Investments, at fair value

   $ 8,802,773    $ 7,847,051
    

  

Net assets available for benefits

   $ 8,802,773    $ 7,847,051
    

  

 

See accompanying notes.

 

2


Table of Contents

Coca-Cola Enterprises, Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2004

 

Additions to net assets attributed to:

      

Investment income:

      

Interest and dividends

   $ 168,681

Net appreciation in fair value of investments

     249,150
    

       417,831

Participant contributions

     762,869
    

Total additions

     1,180,700

Deductions from net assets attributed to:

      

Distributions to participants

     203,108

Transfer to related plan

     19,050

Administrative expenses

     2,820
    

Total deductions

     224,978
    

Net increase

     955,722

Net assets available for benefits:

      

Beginning of year

     7,847,051
    

End of year

   $ 8,802,773
    

 

See accompanying notes.

 

3


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Notes to Financial Statements

 

December 31, 2004

 

1. Description of the Plan

 

The following description of Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining Employees (the Plan) provides only general information. Participants should refer to the Plan agreement 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 March 4, 1994 and restated effective January 1, 1997, and is a defined contribution plan, covering certain employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

 

Eligibility

 

Each employee who has completed ninety days of service and is eligible for the Plan under the terms of a collective bargaining agreement negotiated between the Company and such bargaining unit, shall become a participant on the entry date (first day of the calendar quarter coincident with or next following employment as an eligible employee) at which time the participant may elect to begin compensation deferrals.

 

Contributions

 

The Plan allows a participant to contribute up to 17% of base 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 2004. Since inception, the Company has not made an employer contribution to this plan.

 

4


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Vesting

 

Each participant shall always be 100% vested in his or her pre-tax contributions, 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 vested account.

 

In the event a participant’s union membership status changes, the participant may elect to transfer his or her account into or out of this Plan. During the year ended December 31, 2004, the Plan transferred participant accounts totaling $19,050 to the Coca-Cola Enterprises Inc. Matched Employee Savings and Investment Plan.

 

Participant 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 6 to 60 months and from 6 to 180 months for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with the interest rate charged by persons in the business of lending money for loans which would be made under similar circumstances. Principal and interest are paid ratably through payroll deductions and the interest paid is applied directly to the participant’s account balance.

 

5


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Withdrawals and Payments of Benefits

 

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

 

Distributions to participants shall be made in a single lump sum payment. The amount of distribution under the Plan shall be equal to the participant’s vested interest. 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.

 

Voluntary withdrawals from the balance of the participant’s pre-tax contribution account become available after the participant attains age 59 1/2. Prior to the attainment of age 59 1/2, a withdrawal from these accounts 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 100% vested and shall receive a full distribution of their account balances.

 

2. Summary of Significant Accounting Policies

 

Basis of Presentation

 

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

 

6


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Valuation of Investments

 

The Stable Value Fund, a common collective trust fund, is valued at fair value, as determined by trustee, 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 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 agreement. 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.

 

7


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Notes to Financial Statements (continued)

 

3. Investments

 

During 2004, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:

 

     Year Ended
December 31,
2004


 

Net appreciation (depreciation) in fair value of investments (as determined by quoted market prices):

        

Common stock of Coca-Cola Enterprises Inc.

     ($115,706 )

Collective trust funds

     5,697  

Mutual funds

     175,616  
    


       65,607  
    


Net appreciation in fair value of investments (as determined by Trustee):

        

Collective trust funds

     183,543  
    


Net appreciation in fair value of investments

   $ 249,150  
    


 

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

 

     December 31

     2004

   2003

Common stock of Coca-Cola Enterprises Inc.

   $ 2,184,922    $ 2,185,675

Participant Loans

     464,960      *

Putnam S&P 500 Index Fund

     1,895,367      1,670,577

Putnam Stable Value Fund

     2,350,889      1,966,171

* Amount was less than 5% of assets.

 

 

8


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Notes to Financial Statements (continued)

 

4. Transactions with Party-in-Interest

 

The following schedule summarizes transactions in the common stock of Coca-Cola Enterprises Inc. during 2004:

 

     Shares

    Fair Value

 

Balance at January 1, 2004

   99,939     $ 2,185,675  

Purchases

   17,316       408,186  

Sales

   (12,463 )     (293,233 )

Realized Gains, net

   —         40,137  

Unrealized Losses, net

   —         (155,843 )
    

 


Balance at December 31, 2004

   104,792     $ 2,184,922  
    

 


Dividends received in 2004

   —       $ 16,201  
    

 


 

9


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Notes to Financial Statements (continued)

 

5. Income Tax Status

 

The Plan has received a determination letter from the Internal Revenue Service dated May 19, 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.

 

6. Other Matters

 

On December 3, 2004, the Plan administrator, a committee of management of the Plan sponsor, approved a change in recordkeeper and trustee for the Plan from Mercer HR Outsourcing (previously Putnam Fiduciary Trust Company) to JPMorgan Retirement Plan Services and JPMorgan Chase Bank, N.A., effective August 1, 2005. The effective date of the transfer of assets will also be August 1, 2005.

 

 

10


Table of Contents

Supplemental Schedule

 

 


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Schedule H, Line 4i - Schedule of Assets

(Held at End of Year)

 

EIN #58-0503352    Plan #016

 

December 31, 2004

 

(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    AIM Energy Fund      $ 4,529
     American Century Investments    International Growth Fund        13,104
     Barclays Global Investors    MSCI World Equity, Ex US Index Fund        5,266
     Barclays Global Investors    Lifepath 2010 Fund        31,250
     Barclays Global Investors    Lifepath 2020 Fund        36,620
     Barclays Global Investors    Lifepath 2030 Fund        39,579
     Barclays Global Investors    Lifepath 2040 Fund        8,698
     Barclays Global Investors    Lifepath Retirement Portfolio        13,591
     Franklin Templeton Investments    Growth Fund        52,917
     Janus Capital Corporation    Worldwide Fund        7,139
     Morgan Stanley Institutional Funds    Equity Growth Fund        30,651
     Morgan Stanley Institutional Funds    Small Company Growth Fund        33,787
     Morgan Stanley Institutional Funds    U.S. Real Estate Portfolio        178,027
     Oppenheimer Funds    Quest International Value Fund        22,202
     Pimco Funds    High Yield Fund        32,564

*

   Putnam Fiduciary Trust Company    Asset Allocation: Balanced Porfolio        340,926

*

   Putnam Fiduciary Trust Company    Bond Index Fund        154,254

*

   Putnam Fiduciary Trust Company    Capital Opportunities Fund        5,791

 

11


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Schedule H, Line 4i - Schedule of Assets

(Held at End of Year) (continued)

 

EIN #58-0503352    Plan #016

 

December 31, 2004

 

(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    Fund for Growth and Income      $ 156,081

*

   Putnam Fiduciary Trust Company    Health Sciences Fund        9,214

*

   Putnam Fiduciary Trust Company    International Equity Fund        237,045

*

   Putnam Fiduciary Trust Company    International Growth and Income Fund        14,997

*

   Putnam Fiduciary Trust Company    International Capital Opportunities Fund        117,341

*

   Putnam Fiduciary Trust Company    Investors Fund        8,542

*

   Putnam Fiduciary Trust Company    Mid-Cap Value Fund        38,440

*

   Putnam Fiduciary Trust Company    OTC & Emerging Growth Fund        18,970

*

   Putnam Fiduciary Trust Company    Research Fund        176,015

*

   Putnam Fiduciary Trust Company    S&P 500 Index Fund        1,895,367

*

   Putnam Fiduciary Trust Company    Stable Value Fund        2,350,889

*

   Putnam Fiduciary Trust Company    Vista Fund        52,214
     SunTrust Institutional    Classic Small Cap Value Equity Fund        52,654

 

 

12


Table of Contents

Coca-Cola Enterprises Inc.

Savings and Investment Plan

for Certain Bargaining Employees

 

Schedule H, Line 4i - Schedule of Assets

(Held at End of Year) (continued)

 

EIN #58-0503352    Plan #016

 

December 31, 2004

 

(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


     Van Kampen Investments    Utility Fund    $ 14,227

*

   Coca-Cola Enterprises Inc.    Common Stock      2,184,922

*

   Participants   

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

with maturities through 2009.

     464,960
              

               $ 8,802,773
              


* Indicates a party-in-interest to the Plan

 

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

 

13


Table of Contents

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 INC. SAVINGS AND INVESTMENT PLAN FOR CERTAIN BARGAINING EMPLOYEES
    (Name of Plan)
By  

/s/ Joyce King-Lavinder


    Joyce King-Lavinder
    Member, Global Retirement Programs Committee

 

Date: June 28, 2005

 

19


Table of Contents

Exhibit Index

 

Exhibit
Number


 

Description


 

Page

Number


Exhibit 23 -   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm   21

 

20

EX-23 2 dex23.htm CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-90217 and 033-65413) pertaining to Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining Employees of our report dated June 24, 2005, with respect to the financial statements and supplemental schedule of Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining Employees included in this Annual Report (Form 11-K) for the year ended December 31, 2004.

 

/s/ Ernst & Young LLP                                

 

Atlanta, Georgia

June 24, 2005

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