| • FORM 10-Q • EARNING TO FIXED CHARGES • 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER • 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER • 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER • 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER • XBRL INSTANCE DOCUMENT • XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT • XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT • XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT • XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT • XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q
For the quarterly period ended June 29, 2012 or
Commission file number 001-34874 ![]() (Exact name of registrant as specified in its charter)
2500 Windy Ridge Parkway Atlanta, Georgia 30339 (Address of principal executive offices, including zip code) 678-260-3000 (Registrant’s telephone number, including area code) 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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [P] No [ ] 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 [P] No [ ] 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [P] Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 294,501,643 Shares of $0.01 Par Value Common Stock as of June 29, 2012 COCA-COLA ENTERPRISES, INC. QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 29, 2012 INDEX
1 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements COCA-COLA ENTERPRISES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited; in millions, except per share data)
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 2 COCA-COLA ENTERPRISES, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited; in millions)
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 3 COCA-COLA ENTERPRISES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited; in millions, except share data)
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 4 COCA-COLA ENTERPRISES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited; in millions)
The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these statements. 5 COCA-COLA ENTERPRISES, INC. Notes to Condensed Consolidated Financial Statements NOTE 1—BUSINESS AND REPORTING POLICIES Business Coca-Cola Enterprises, Inc. ("CCE," "we," "our," or "us") is a marketer, producer, and distributor of nonalcoholic beverages. We market, produce, and distribute our products to customers and consumers through licensed territory agreements in Belgium, continental France, Great Britain, Luxembourg, Monaco, the Netherlands, Norway, and Sweden. We operate in the highly competitive beverage industry and face strong competition from other general and specialty beverage companies. Our financial results are affected by a number of factors including, but not limited to, consumer preferences, cost to manufacture and distribute products, foreign currency exchange rates, general economic conditions, local and national laws and regulations, raw material availability, and weather patterns. Sales of our products tend to be seasonal, with the second and third quarters accounting for higher unit sales of our products than the first and fourth quarters. In a typical year, we earn more than 60 percent of our annual operating income during the second and third quarters. The seasonality of our sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, and interest expense, impacts our results on a quarterly basis. Additionally, year-over-year shifts in holidays and selling days can impact our results on a quarterly basis. Accordingly, our results for the second quarter and first six months of 2012 may not necessarily be indicative of the results that may be expected for the full year ending December 31, 2012. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals and expense allocations) considered necessary for fair presentation have been included. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying Notes contained in our Annual Report on Form 10-K for the year ended December 31, 2011 (Form 10-K). Our Condensed Consolidated Financial Statements include all entities that we control by ownership of a majority voting interest. All significant intercompany accounts and transactions are eliminated in consolidation. For reporting convenience, our quarters close on the Friday closest to the end of the quarterly calendar period. The following table summarizes the number of selling days for the periods presented (based on a standard five-day selling week):
NOTE 2—INVENTORIES We value our inventories at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. The following table summarizes our inventories as of the dates presented (in millions):
6 NOTE 3—PROPERTY, PLANT, AND EQUIPMENT The following table summarizes our property, plant, and equipment as of the dates presented (in millions):
NOTE 4—ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes our accounts payable and accrued expenses as of the dates presented (in millions):
NOTE 5—RELATED PARTY TRANSACTIONS Transactions with The Coca-Cola Company (TCCC) We are a marketer, producer, and distributor principally of products of TCCC, with greater than 90 percent of our sales volume consisting of sales of TCCC products. Our license arrangements with TCCC are governed by product licensing agreements. From time to time, the terms and conditions of programs with TCCC are modified. 7 The following table summarizes the transactions with TCCC that directly affected our Condensed Consolidated Statements of Income for the periods presented (in millions):
For additional information about our relationship with TCCC, refer to Note 3 of the Notes to Consolidated Financial Statements in our Form 10-K. NOTE 6—DERIVATIVE FINANCIAL INSTRUMENTS We utilize derivative financial instruments to mitigate our exposure to certain market risks associated with our ongoing operations. The primary risks that we seek to manage through the use of derivative financial instruments include currency exchange risk, commodity price risk, and interest rate risk. All derivative financial instruments are recorded at fair value on our Condensed Consolidated Balance Sheets. We do not use derivative financial instruments for trading or speculative purposes. While certain of our derivative instruments are designated as hedging instruments, we also enter into derivative instruments that are designed to hedge a risk, but are not designated as hedging instruments (referred to as an “economic hedge” or “non-designated hedges”). Changes in the fair value of these non-designated hedging instruments are recognized in the expense line item on our Condensed Consolidated Statements of Income that is consistent with the nature of the hedged risk. We are exposed to counterparty credit risk on all of our derivative financial instruments. We have established and maintain strict counterparty credit guidelines and enter into hedges only with financial institutions that are investment grade or better. We continuously monitor our counterparty credit risk and utilize numerous counterparties to minimize our exposure to potential defaults. We do not require collateral under these agreements. The fair value of our derivative contracts (including forwards, options, cross currency swaps, and interest rate swaps) is 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, our derivative contracts have been classified as Level 2. Inputs used in these standard valuation models include the applicable spot, forward, and discount rates which are current as of the valuation date. The standard valuation model for our option contracts also includes implied volatility which is specific to individual options and is based on rates quoted from a widely used third-party resource. Refer to Note 15. 8 The following table summarizes the fair value of our assets and liabilities related to derivative financial instruments and the respective line items in which they were recorded on our Condensed Consolidated Balance Sheets as of the dates presented (in millions):
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Fair Value Hedges We utilize certain interest rate swap agreements designated as fair value hedges to mitigate our exposure to changes in the fair value of fixed-rate debt resulting from fluctuations in interest rates. The gain or loss on the derivative and the offsetting gain or loss on the hedged item attributable to the hedged risk are recognized immediately in interest expense on our Condensed Consolidated Statements of Income. The following table summarizes our outstanding interest rate swap agreements designated as fair value hedges as of the periods presented:
9 Cash Flow Hedges We use cash flow hedges to mitigate our exposure to changes in cash flows attributable to currency fluctuations associated with certain forecasted transactions, including purchases of raw materials and services denominated in non-functional currencies, the receipt of interest and principal on intercompany loans denominated in non-functional currencies, and the payment of interest and principal on debt issuances in a non-functional currency. Effective changes in the fair value of these cash flow hedging instruments are recognized in accumulated other comprehensive income (AOCI) on our Condensed Consolidated Balance Sheets. The effective changes are then recognized in the period that the forecasted purchases or payments impact earnings in the expense line item on our Condensed Consolidated Statements of Income that is consistent with the nature of the underlying hedged item. Any changes in the fair value of these cash flow hedges that are the result of ineffectiveness are recognized immediately in the expense line item on our Condensed Consolidated Statements of Income that is consistent with the nature of the underlying hedged item. The following table summarizes our outstanding cash flow hedges as of the dates presented (all contracts denominated in a foreign currency have been converted into U.S. dollars using the period end spot rate):
The following tables summarize the net of tax effect of our derivative financial instruments designated as cash flow hedges on our AOCI and Condensed Consolidated Statements of Income for the periods presented (in millions):
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10 Economic (Non-designated) Hedges We periodically enter into derivative instruments that are designed to hedge various risks, but are not designated as hedging instruments. These hedged risks include those related to currency and commodity price fluctuations associated with certain forecasted transactions, including purchases of aluminum, sugar, and vehicle fuel. At times, we also enter into other short-term non-designated hedges to mitigate our exposure to changes in cash flows attributable to currency fluctuations associated with short-term intercompany loans and certain cash equivalents denominated in non-functional currencies. The following table summarizes our outstanding economic hedges as of the dates presented (all contracts denominated in a foreign currency have been converted into U.S. dollars using the period end spot rate):
Changes in the fair value of outstanding economic hedges are recognized each reporting period in the expense line item on our Condensed Consolidated Statements of Income that is consistent with the nature of the hedged risk. The following table summarizes the gains (losses) recognized from our non-designated derivative financial instruments on our Condensed Consolidated Statements of Income for the periods presented (in millions):
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Mark-to-market gains/losses related to our non-designated commodity hedges are recognized in the earnings of our Corporate segment until such time as the underlying hedged transaction affects the earnings of our Europe operating segment. In the period the underlying hedged transaction occurs, the accumulated mark-to-market gains/losses related to the hedged transaction are reclassified from the earnings of our Corporate segment into the earnings of our Europe operating segment. This treatment allows our Europe operating segment to reflect the true economic effects of the underlying hedged transaction in the period the hedged transaction occurs without experiencing the mark-to-market volatility associated with these non-designated commodity hedges. As of June 29, 2012, our Corporate segment earnings included net mark-to-market losses on non-designated commodity hedges totaling $10 million. These amounts will be reclassified into the earnings of our Europe operating segment when the underlying hedged transactions occur. For additional information about our segment reporting, refer to Note 12. The following table summarizes the deferred gain (loss) activity in our Corporate segment during the period presented (in millions):
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11 Net Investment Hedges We have entered into currency forwards and options designated as net investment hedges of our foreign subsidiaries. Changes in the fair value of these hedges resulting from currency exchange rate changes are recognized in AOCI on our Condensed Consolidated Balance Sheets to offset the change in the carrying value of the net investment being hedged. Any changes in the fair value of these hedges that are the result of ineffectiveness are recognized immediately in other nonoperating income (expense) on our Condensed Consolidated Statements of Income. The following table summarizes our outstanding instruments designated as net investment hedges as of the dates presented:
The following table summarizes the net of tax effect of our derivative financial instruments designated as net investment hedges on our AOCI for the periods presented (in millions):
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NOTE 7—DEBT The following table summarizes our debt as of the dates presented (in millions, except rates):
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12 Credit Facilities We have amounts available to us for borrowing under a $1 billion multi-currency credit facility with a syndicate of eight banks. This credit facility serves as a backstop to our commercial paper program, supports our working capital needs, and matures in 2014. At June 29, 2012, our availability under this credit facility was $1 billion. Based on information currently available to us, we have no indication that the financial institutions syndicated under this facility would be unable to fulfill their commitments to us as of the date of the filing of this report. Covenants Our credit facility and outstanding notes contain various provisions that, among other things, require limitation of the incurrence of certain liens or encumbrances in excess of defined amounts. Additionally, our credit facility requires that our net debt to total capital ratio does not exceed a defined amount. We were in compliance with these requirements as of June 29, 2012. These requirements currently are not, nor is it anticipated that they will become, restrictive to our liquidity or capital resources. NOTE 8—COMMITMENTS AND CONTINGENCIES Tax Audits Our tax filings are subjected to audit by tax authorities in most jurisdictions in which we do business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or potentially through the courts. We believe that we have adequately provided for any assessments that could result from those proceedings where it is more likely than not that we will pay some amount. Indemnifications In the normal course of business, we enter into agreements that provide general indemnifications. We have not made significant indemnification payments under such agreements in the past, and we believe the likelihood of incurring such a payment obligation in the future is remote. Furthermore, we cannot reasonably estimate future potential payment obligations because we cannot predict when and under what circumstances they may be incurred. As a result, we have not recorded a liability in our Condensed Consolidated Financial Statements with respect to these general indemnifications. We have certain indemnity obligations to TCCC resulting from the Merger Agreement (the Agreement) with TCCC that occurred on October 2, 2010. For additional information regarding the transaction with TCCC (the Merger), including our remaining indemnity obligations to TCCC, refer to the Notes to Consolidated Financial Statements in our Form 10-K. NOTE 9—EMPLOYEE BENEFIT PLANS Pension Plans We sponsor a number of defined benefit pension plans. The following table summarizes the net periodic benefit costs of our pension plans for the periods presented (in millions):
13 Contributions Contributions to our pension plans totaled $69 million and $28 million during the first six months of 2012 and 2011, respectively. The following table summarizes our projected contributions for the full year ending December 31, 2012, as well as actual contributions for the year ended December 31, 2011 (in millions):
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NOTE 10—TAXES Our effective tax rate was approximately 27 percent for both the first six months of 2012 and 2011. The following table provides a reconciliation of our income tax expense at the statutory U.S. federal rate to our actual income tax expense for the periods presented (in millions):
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In July 2012, the United Kingdom enacted a corporate income tax rate reduction of 2 percentage points, 1 percentage point retroactive to April 1, 2012, and 1 percentage point effective April 1, 2013. As a result, we expect to recognize a deferred tax benefit of approximately $50 million during the third quarter of 2012 to reflect the impact of this change on our deferred taxes. Repatriation of Current Foreign Earnings to the U.S. During the fourth quarter of 2012, we expect to repatriate to the U.S. a portion of our 2012 foreign earnings to satisfy our 2012 U.S.-based cash flow needs. The amount to be repatriated to the U.S. will depend on, among other things, our actual 2012 foreign earnings and our actual 2012 U.S.-based cash flow needs. Our historical earnings will continue to remain permanently reinvested outside of the U.S. and, if we do not generate sufficient current year foreign earnings to repatriate to the U.S., we expect to have adequate access to capital in the U.S. to allow us to satisfy our U.S.-based cash flow needs. Therefore, historical foreign earnings and future foreign earnings that are not repatriated to the U.S. will remain permanently reinvested and will be used to service foreign operations, foreign debt, and to fund future acquisitions. For additional information about our undistributed foreign earnings, refer to Note 10 of the Notes to Consolidated Financial Statements in our Form 10-K. Tax Sharing Agreement with TCCC As part of the Merger, we entered into a Tax Sharing Agreement (TSA) with TCCC. Under the TSA, we have agreed to indemnify TCCC and its affiliates from and against certain taxes, the responsibility for which the parties have specifically agreed to allocate to us, generally related to periods prior to October 2, 2010, as well as any taxes and losses by reason of or arising from certain breaches by CCE of representations, covenants, or obligations under the Agreement or the TSA. Some of these indemnifications extend through 2014. As of June 29, 2012, the remaining liability related to these indemnifications was $28 million, of which $20 million is recorded in accounts payable and accrued expenses on our Condensed Consolidated Balance Sheets, and $8 million is recorded in other noncurrent liabilities on our Condensed Consolidated Balance Sheets. 14 In the future, there could be additional tax items related to the Merger that require cash settlements under the TSA as tax audits are resolved and refund claims are pursued by both us and TCCC. For additional information about the TSA and related accruals, refer to Note 10 of the Notes to Consolidated Financial Statements in our Form 10-K. NOTE 11—EARNINGS PER SHARE We calculate our basic earnings per share by dividing net income by the weighted average number of shares and participating securities outstanding during the period. Our diluted earnings per share are calculated in a similar manner, but include the effect of dilutive securities. To the extent these securities are antidilutive, they are excluded from the calculation of diluted earnings per share. The following table summarizes our basic and diluted earnings per share calculations for the periods presented (in millions, except per share data; per share data is calculated prior to rounding to millions):
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Under our share repurchase program, during the second quarter of 2012 and 2011, we repurchased 8.1 million and 7.1 million shares, respectively, and during the first six months of 2012 and 2011, we repurchased 13.6 million and 14.8 million shares, respectively. Refer to Note 14. During the first six months of 2012, we issued an aggregate of 1.0 million shares of common stock from the exercise of share options with a total intrinsic value of $16 million. Dividend payments on our common stock totaled $95 million and $81 million during the first six months of 2012 and 2011, respectively. In February 2012, our Board of Directors approved a $0.03 per share increase in our quarterly dividend from $0.13 per share to $0.16 per share beginning in the first quarter of 2012. NOTE 12—OPERATING SEGMENT We operate in one industry and have one operating segment. This segment derives its revenues from marketing, producing, and distributing nonalcoholic beverages. No single customer accounted for more than 10 percent of our net sales during the first six months of 2012 or 2011. Our segment operating income includes the segment’s revenue less substantially all the segment’s cost of production, distribution, and administration. We evaluate the segment’s performance based on several factors, of which net sales and operating income are the primary financial measures. Mark-to-market gains/losses related to our non-designated commodity hedges are recognized in the earnings of our Corporate segment until such time as the underlying hedged transaction affects the earnings of our Europe operating segment. In the period the underlying hedged transaction occurs, the accumulated mark-to-market gains/losses related to the hedged transaction are reclassified from the earnings of our Corporate segment into the earnings of our Europe operating segment. This treatment allows our Europe operating segment to reflect the true economic effects of the underlying hedged transaction in the period the hedged transaction occurs without experiencing the mark-to-market volatility associated with these non-designated commodity hedges. For additional information about our non-designated hedges, refer to Note 6. 15 The following table summarizes selected segment financial information for the periods presented (in millions):
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NOTE 13—RESTRUCTURING ACTIVITIES The following table summarizes our restructuring costs for the periods presented (in millions):
16 Norway Business Optimization Program We have initiated a project in Norway to restructure and optimize certain aspects of our operations. This project includes changing our principal route to market from delivering our products directly to retailers to distributing our products to our customers' central warehouses. Additionally, we are transitioning from the production and sale of refillable bottles to the production and sale of recyclable, non-refillable bottles. These efforts are designed to increase our packaging flexibility, improve variety and convenience for customers and consumers, and enhance operational efficiency. We expect the transition to result in (1) accelerated depreciation for certain machinery and equipment, plastic crates, and refillable bottles; (2) costs for replacing current production lines; (3) transition and outplacement costs; and (4) external warehousing costs and operational inefficiencies during the transition period. This project will take place during 2012 and 2013 and is expected to result in approximately $60 million in capital expenditures and approximately $50 million in nonrecurring restructuring charges. During the second quarter and first six months of 2012, we recorded nonrecurring restructuring charges totaling $14 million and $22 million, respectively, under this program. As of June 29, 2012, we had invested $23 million in cumulative capital expenditures under this program. The nonrecurring restructuring charges are included in SD&A expenses on our Condensed Consolidated Statements of Income. The following table summarizes these restructuring charges for the periods presented (in millions):
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NOTE 14—SHARE REPURCHASE PROGRAM In October 2010, our Board of Directors approved a resolution to authorize the repurchase of up to 65 million shares, for an aggregate purchase price of not more than $1 billion, as part of a publicly announced program. This program was completed at the end of 2011, and resulted in the repurchase of $1 billion in outstanding shares, representing 37.9 million shares at an average price of $26.35 per share. In September 2011, our Board of Directors approved a resolution to authorize additional share repurchases for an aggregate purchase price of not more than $1 billion, subject to the cumulative 65 million share repurchase limit. Unless terminated by resolution of our Board of Directors, our current share repurchase program will expire when we have repurchased all shares authorized under the program. We can repurchase shares in the open market and in privately negotiated transactions. During the first six months of 2012, we repurchased $375 million in outstanding shares, representing 13.6 million shares at an average price of $27.61 per share. We currently plan to repurchase at least $225 million in additional outstanding shares during the remainder of 2012 under this program, subject to economic, operating, and other factors, including acquisition opportunities and the cumulative 65 million share repurchase limit. 17 NOTE 15—FAIR VALUE MEASUREMENTS The following tables summarize our non-pension financial assets and liabilities recorded at fair value on a recurring basis (at least annually) as of the dates presented (in millions):
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18 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview Business and Basis of Presentation Coca-Cola Enterprises, Inc. ("CCE," "we," "our," or "us") is a marketer, producer, and distributor of nonalcoholic beverages. We market, produce, and distribute our products to customers and consumers through licensed territory agreements in Belgium, continental France, Great Britain, Luxembourg, Monaco, the Netherlands, Norway, and Sweden. We operate in the highly competitive beverage industry and face strong competition from other general and specialty beverage companies. Our financial results are affected by a number of factors including, but not limited to, consumer preferences, cost to manufacture and distribute products, foreign currency exchange rates, general economic conditions, local and national laws and regulations, raw material availability, and weather patterns. Sales of our products tend to be seasonal, with the second and third quarters accounting for higher unit sales of our products than the first and fourth quarters. In a typical year, we earn more than 60 percent of our annual operating income during the second and third quarters. The seasonality of our sales volume combined with the accounting for fixed costs, such as depreciation, amortization, rent, and interest expense, impacts our results on a quarterly basis. Additionally, year-over-year shifts in holidays and selling days can impact our results on a quarterly basis. Accordingly, our results for the second quarter and first six months of 2012 may not necessarily be indicative of the results that may be expected for the full year ending December 31, 2012. For reporting convenience, our quarters close on the Friday closest to the end of the quarterly calendar period. There were the same number of selling days in the first and second quarters of 2012 versus the first and second quarters of 2011, respectively (based upon a standard five-day selling week). Year-over-year selling days will be the same in the third quarter, and there will be one additional selling day in the fourth quarter of 2012 versus the fourth quarter of 2011. Relationship with TCCC We are a marketer, producer, and distributor principally of products of TCCC with greater than 90 percent of our sales volume consisting of sales of TCCC products. Our license arrangements with TCCC are governed by product licensing agreements. From time to time, the terms and conditions of programs with TCCC are modified. Our financial results are greatly impacted by our relationship with TCCC. For additional information about our transactions with TCCC, refer to Note 5 of the Notes to Condensed Consolidated Financial Statements in this Form 10-Q. Financial Results Our net income in the second quarter of 2012 was $205 million, or $0.67 per diluted share, compared to net income of $246 million, or $0.74 per diluted share, in the second quarter of 2011. The following items included in our reported results affect the comparability of our year-over-year financial results (the items listed below are based on defined terms and thresholds and represent all material items management considered for year-over-year comparability): Second Quarter 2012
Second Quarter 2011
Financial Summary Our financial performance during the second quarter of 2012 reflects the impact of the following significant factors:
19 part, by the increased French excise tax (substantially all of the increased cost was borne by our customers in the form of higher prices);
Our operating and financial performance during the second quarter of 2012 was impacted by a challenging operating environment that included poor weather conditions, the French excise tax increase, and ongoing general macroeconomic softness. These factors, along with prior year growth hurdles, led to a volume decline of 6.0 percent for the quarter. Our bottle and can price per case excluding the impact of the French excise tax increase grew 4.0 percent during the quarter, reflecting increased rates and a slight benefit from product mix. Volume in our continental European territories (including Norway and Sweden) declined 7.0 percent, reflecting a decline in sparkling beverage sales, including Sprite and Fanta, as well as declines in the sale of Coca-Cola Classic and Diet Coke/Coca-Cola light. Our volume in Great Britain decreased 4.5 percent for the quarter, driven by declines in sparkling beverage brand sales, as well as a decrease in sales of juices, isotonics, and other beverages versus strong prior year growth. Declines in both continental Europe and Great Britain were offset partially by strong growth in our multi-brand energy drink strategy, which continues to allow us to seize opportunities with fast growing Monster brands, while gaining additional presence with our other energy brands. The continued success of Coca-Cola Zero was also evident during the quarter, as the brand achieved low single-digit volume growth. During the remainder of 2012, we plan to leverage our marketing plans and initiatives, particularly those related to the 2012 London Olympics, in order to drive volume growth, while maintaining our focus on daily operational excellence. Our bottle and can cost of sales per case excluding the French excise tax increase grew 3.0 percent during the quarter. Overall, the cost environment remains volatile, but trends have moderated recently, particularly for PET (plastic) due to lower oil prices. We continue to seek opportunities through the use of supplier agreements and hedging instruments to mitigate our exposure to commodity volatility. During the second quarter of 2012, we also continued to drive initiatives to minimize our operating expenses. We intend to remain diligent in these efforts through the remainder of 2012, as we navigate the marketplace challenges and the increased expenditures we expect to incur as a result of our planned 2012 summer initiatives, specifically the 2012 London Olympics. Our financial results during the second quarter of 2012 were also impacted by unfavorable currency exchange rate changes, which resulted in an approximate $0.08 decrease in our earnings per diluted share. Partially offsetting the negative currency impact was the benefit of our share repurchases, which increased earnings per diluted share during the second quarter of 2012 by approximately $0.05 when compared to the second quarter of 2011. During the remainder of 2012, we intend to continue our share repurchase program in support of our ongoing commitment to increase shareowner value. Operations Review The following table summarizes our Condensed Consolidated Statements of Income as a percentage of net sales for the periods presented:
20 Operating Income The following table summarizes our operating income by segment for the periods presented (in millions; percentages rounded to the nearest 0.5 percent):
During the second quarter and first six months of 2012, we had operating income of $301 million and $472 million, respectively, compared to $359 million and $523 million in the second quarter and first six months of 2011, respectively. The following table summarizes the significant components of the year-over-year change in our operating income for the periods presented (in millions; percentages rounded to the nearest 0.5 percent):
Net Sales Net sales decreased 8.5 percent in the second quarter of 2012 to $2.2 billion, and decreased 4.0 percent in the first six months of 2012 to $4.1 billion. These changes include increases of 2.0 percent for both the second quarter and first six months of 2012 due to the increased French excise tax. These changes also include unfavorable currency exchange rate decreases of 8.5 percent and 6.5 percent for the second quarter and first six months of 2012, respectively. Net sales per case decreased 2.5 percent in the second quarter of 2012 versus the second quarter of 2011, and decreased 0.5 percent in the first six months of 2012 versus the first six months of 2011. The following table summarizes the significant components of the year-over-year change in our net sales per case for the periods presented (rounded to the nearest 0.5 percent and based on wholesale physical case volume):
21 During the second quarter of 2012, our bottle and can sales accounted for approximately 95 percent of our total net sales. Bottle and can net price per case is based on the invoice price charged to customers reduced by promotional allowances and is impacted by the price charged per package or brand, the volume generated by each package or brand, and the channels in which those packages or brands are sold. To the extent we are able to increase volume in higher-margin packages or brands that are sold through higher-margin channels, our bottle and can net pricing per case will increase without an actual increase in wholesale pricing. Our bottle and can net price per case grew 4.0 percent during the second quarter of 2012, reflecting increased rates and a slight benefit from product mix. During the second quarter and first six months of 2012, our net sales included approximately $50 million and $90 million, respectively, in incremental revenue as a result of the cost associated with the increased French excise tax on beverages with added sweetener (nutritive and non-nutritive), substantially all of which was borne by our customers in the form of higher prices. We estimate that the full year 2012 impact on our net sales will be approximately $180 million. Volume The following table summarizes the year-over-year change in our bottle and can volume for the periods presented (selling days were the same in the second quarter and first six months of 2012 and 2011; rounded to the nearest 0.5 percent):
Brands The following table summarizes our bottle and can volume results by major brand category for the periods presented (selling days were the same in the second quarter and first six months of 2012 and 2011; change is versus same period from prior year; rounded to the nearest 0.5 percent):
During the second quarter of 2012, volume declined 6.0 percent versus the second quarter of 2011. This decline reflects the impact of unfavorable weather conditions, the increased French excise tax, ongoing general macroeconomic softness, and prior year growth hurdles. Regarding the weather-related pressures, the second quarter of 2012 was one of the wettest in recorded history in Great Britain, while the April 2012 rainfall in France significantly exceeded the average for the month. Despite these challenges, we continued to execute our operating plans in the marketplace and did experience sequential volume improvement late in the quarter. Our volume performance during the second quarter of 2012 included a decline in sales of both sparkling beverage brands and still beverages of 6.0 percent and 5.5 percent, respectively. Volume in continental Europe (including our Norway and Sweden territories) declined 7.0 percent year-over-year. Great Britain also experienced an overall volume decline during the second quarter of 2012 of 4.5 percent. Both our continental Europe and Great Britain territories experienced increased challenges as a result of prior year growth hurdles, particularly in still beverage brands such as Capri-Sun and Chaudfontaine mineral water, and sparkling beverage brands such as Sprite and Fanta. These decreases were partially offset by a significant volume increase in our energy drink portfolio, principally Monster, and the continued growth of Coca-Cola Zero, which grew across our territories. During the remainder of 2012, we will continue our portfolio innovation with the launch of products with new sweetener alternatives, such as stevia, the expansion of our Fanta line with new flavors such as Mango and Passionfruit, and the re-launch of our Nestea brand. In addition to these product innovations, we also have several packaging initiatives planned for 2012 including a new 375 milliliter bottle and a 250 milliliter can. These product and packaging initiatives are designed to create new price points and to help meet our expanding consumer demands. 22 Our Coca-Cola trademark sparkling brand volume declined 6.0 percent in the second quarter of 2012 as compared to the second quarter of 2011. This decrease was driven by a decline in the sales of Diet Coke/Coca-Cola light, offset partially by the continued growth of Coca-Cola Zero. Sparkling flavors and energy volume declined 5.0 percent in the second quarter of 2012, reflecting volume declines in sparkling flavor brands including Sprite, Fanta, and Schweppes, offset partially by a greater than 15.0 percent volume increase in energy drink sales, led by Monster. Juices, isotonics, and other volume decreased 6.5 percent in the second quarter of 2012, reflecting declines in the sale of our other juice brands including Capri-Sun, Minute Maid, and Oasis. Sales volume of our water brands decreased 3.0 percent in the second quarter of 2012, reflecting a decline in sales of Chaudfontaine, offset partially by an increase in sales of Abbey Well Mineral Water in Great Britain. Consumption The following table summarizes our volume by consumption type for the periods presented (selling days were the same in the second quarter and first six months of 2012 and 2011; change is versus same period from prior year; rounded to the nearest 0.5 percent):
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Packages The following table summarizes our volume by packaging category for the periods presented (selling days were the same in the second quarter and first six months of 2012 and 2011; change is versus same period from prior year; rounded to the nearest 0.5 percent):
Cost of Sales Cost of sales decreased 7.5 percent in the second quarter of 2012 to $1.4 billion and decreased 3.0 percent in the first six months of 2012 to $2.6 billion. These changes include increases of 3.5 percent for both the second quarter and first six months of 2012 due to the implementation of the additional French excise tax beginning January 1, 2012. These changes also include decreases of 8.5 percent and 6.5 percent during the second quarter and first six months of 2012, respectively, due to currency exchange rate changes. The following table summarizes the significant components of the year-over-year change in our cost of sales per case for the periods presented (rounded to the nearest 0.5 percent and based on wholesale physical case volume):
23 Our bottle and can ingredient and packaging costs during the second quarter of 2012 reflect the benefit of a moderating cost environment, particularly for PET (plastic) due to lower oil prices. Overall, though, the cost environment remains volatile, and we continue to seek opportunities through the use of supplier agreements and hedging instruments to mitigate our exposure to commodity volatility. During the second quarter and first six months of 2012, our cost of sales included approximately $50 million and $90 million, respectively, in incremental costs as a result of the increased French excise tax on beverages with added sweetener (nutritive and non-nutritive). We estimate that the full year 2012 impact on our cost of sales will be approximately $180 million. Selling, Delivery, and Administrative Expenses Selling, delivery, and administrative (SD&A) expenses decreased $29 million, or 5.5 percent, in the second quarter of 2012 to $506 million from $535 million in the second quarter of 2011, and decreased $41 million, or 4.0 percent, in the first six months of 2012 to $1.0 billion. These changes include currency exchange rate decreases of 7.5 percent and 5.0 percent for the second quarter and first six months of 2012, respectively. The following table summarizes the significant components of the year-over-year change in our SD&A expenses for the periods presented (in millions; percentages rounded to the nearest 0.5 percent):
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