Washington, D.C. 20549
NOTES TO FINANCIAL STATEMENTS
December 31, 2015 and 2014
Note 1 – Description of Plan
The following description of the Caribbean
Refrescos, Inc. Thrift Plan (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 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, as amended (“ERISA”).
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
making a matching contribution equal to 100% of the first 3% of compensation contributed by a Participant subject to certain limitations
imposed by the Puerto Rico Internal Revenue Code of 2011 (the “Code”). Participants are fully vested in their contributions
and the Company contributions immediately.
Participants may contribute to the Plan with
“Before-Tax” dollars and/or “After-Tax” dollars. “Before-Tax” contributions are not subject
to current income taxation. For the year 2015, Participants may contribute to the Plan on a “Before-Tax” basis up to
$15,000 of their annual compensation subject to certain limitations imposed by the Code. In addition to “Before-Tax”
contributions, Participants may contribute on an “After-Tax” basis up to 10% of their annual compensation. Participants
are allowed to roll over account balances from other qualified retirement plans into the Plan. The Plan allows Participants who
are age 50 or older by the end of the year to make additional “Catch-Up” contributions within limits imposed by the
Code.
All contributions are paid to a trustee and
are invested as directed by Participants. Participants may direct their contributions into a money market fund, common stock of
The Coca-Cola Company, mutual funds and collective trust funds with various investment objectives and strategies.
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 1 – Description of Plan (Continued)
Valuation of Participant Accounts
Participant account balances are valued based
upon the number of shares or units of each investment fund credited to Participant accounts. The shares and 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.
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, upon death of a Participant, the
surviving spouse or other designated beneficiary may choose to receive annual installment payments, up to a maximum of 10, from
the Plan. Participants may elect to receive in-service withdrawals from their After-Tax account balances.
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. Banco Popular de Puerto Rico is the trustee of the Plan. Merrill Lynch, Pierce, Fenner & Smith Inc. is the custodian
of the Plan (the “Custodian”), who performs custodial and recordkeeping services.
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
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. 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.
|
Note 2 – Summary of Significant Accounting
Policies
Basis of Accounting
The financial statements of the Plan are presented
on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in
conformity with U.S. generally accepted accounting principles requires Plan management to make estimates that affect certain reported
amounts and disclosures. Actual results may differ from those estimates.
Valuation of Investments
The Plan’s investments are stated at
fair value in accordance with Accounting Standards Codification Topic 820 “Fair Value Measurements and Disclosures”
(ASC 820). See Note 3 for fair value measurements.
Notes Receivable from Participants
Participant loans, which are classified as
receivables, are stated at the unpaid principal balance plus any accrued but unpaid interest.
CARIBBEAN
REFRESCOS, INC. THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 2 – Summary of Significant Accounting
Policies (Continued)
Investment Transactions and Income
Investment transactions are recorded on a trade-date
basis. Dividend income is recorded on the ex-dividend date. Interest is recognized on an accrual basis. The net appreciation or
depreciation in fair value of investments consists of realized gains and losses and changes in unrealized gains or losses of these
investments during the year. Realized gains and losses on investments are determined on the basis of average cost. Unrealized gains
or losses on investments are based on changes in the market values or fair values of such investments.
Administrative Expenses
Certain administrative expenses were paid by
the Plan, as permitted by the Plan document. All other administrative expenses were paid by the Company.
Recent Accounting Pronouncements
In May 2015, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07,
Fair Value Measurement (Topic
820)
-
Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent).
The amendments in this ASU remove the requirement to categorize within the fair value hierarchy all investments for which fair
value is measured using the net asset value per share as a practical expedient. This guidance also removes the requirement to
make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share
as a practical expedient. The amendments in this ASU are effective for fiscal years beginning after December 15, 2015, and interim
periods within those fiscal years. The Plan should apply the amendments retrospectively to all periods presented and earlier application
is permitted. The adoption of this guidance is not expected to have a material impact on the Plan’s financial statements.
In July 2015, the FASB issued ASU No. 2015-12,
Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare
Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part
III) Measurement Date Practical Expedient.
Only Part II of the ASU is applicable to the Plan which simplifies financial reporting
requirements for benefit plans by eliminating or reducing certain investment disclosures. The new guidance is effective for fiscal
years beginning after December 15, 2015, with early adoption permitted, and shall be applied retrospectively. The adoption of this
guidance is not expected to have a material impact on the Plan’s financial statements.
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 3 – Fair Value Measurements
ASC 820 defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants at the measurement date. ASC 820 established
a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to
maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair
value are as follows:
• Level 1 —
|
Quoted prices in active markets for identical assets or liabilities.
|
|
|
• Level 2 —
|
Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
|
|
• Level 3 —
|
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
The fair values of investments as of December
31, 2015 are summarized in the table below:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
U.S. equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
$
|
25,297,704
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,297,704
|
|
Collective trust funds
|
|
|
—
|
|
|
|
534,695
|
|
|
|
—
|
|
|
|
534,695
|
|
Mutual funds
|
|
|
3,021,957
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,021,957
|
|
International equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
594,470
|
|
|
|
—
|
|
|
|
—
|
|
|
|
594,470
|
|
Collective trust funds
|
|
|
—
|
|
|
|
329,053
|
|
|
|
—
|
|
|
|
329,053
|
|
Allocation funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
972,346
|
|
|
|
—
|
|
|
|
—
|
|
|
|
972,346
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
1,468,167
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,468,167
|
|
Money market funds
|
|
|
—
|
|
|
|
5,226,892
|
|
|
|
—
|
|
|
|
5,226,892
|
|
Total investments
|
|
$
|
31,354,644
|
|
|
$
|
6,090,640
|
|
|
$
|
—
|
|
|
$
|
37,445,284
|
|
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 3 – Fair Value Measurements (Continued)
The fair values
of investments as of December 31, 2014 are summarized in the table below:
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
U.S. equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
$
|
24,988,745
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,988,745
|
|
Collective trust funds
|
|
|
—
|
|
|
|
520,417
|
|
|
|
—
|
|
|
|
520,417
|
|
Mutual funds
|
|
|
2,824,572
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,824,572
|
|
International equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
522,003
|
|
|
|
—
|
|
|
|
—
|
|
|
|
522,003
|
|
Collective trust funds
|
|
|
—
|
|
|
|
171,595
|
|
|
|
—
|
|
|
|
171,595
|
|
Allocation funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
975,276
|
|
|
|
—
|
|
|
|
—
|
|
|
|
975,276
|
|
Fixed income securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
|
1,862,285
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,862,285
|
|
Money market funds
|
|
|
—
|
|
|
|
4,404,501
|
|
|
|
—
|
|
|
|
4,404,501
|
|
Total investments
|
|
$
|
31,172,881
|
|
|
$
|
5,096,513
|
|
|
$
|
—
|
|
|
$
|
36,269,394
|
|
The investment in common stock of The Coca-Cola
Company is valued at the closing price per share as reported on the New York Stock Exchange and is classified as Level 1.
The investments in mutual funds are valued
at the publicly quoted net asset value (“NAV”) of the funds. These funds are registered with the Securities and Exchange
Commission under the Investment Company Act of 1940. These investments are actively traded and are classified as Level 1.
Collective trust funds are similar to mutual
funds, with an investment manager and written investment objectives, but are not open to the public. Collective trust funds are
formed by combining investments of institutional investors, such as pension plans, to result in cost savings over other investment
structures such as mutual funds. The Plan’s collective trust funds consist of a small cap value equity trust with an investment
objective of long-term capital appreciation and an international equity trust with an investment objective of total return through
capital appreciation and current income. The collective trust funds have no redemption restrictions or unfunded commitments. The
collective trust funds’ redemption frequency is daily and does not require a redemption notice. These funds are valued based
on NAV determined by the investment manager based on the fair value of the underlying assets, net of liabilities, divided by the
number of outstanding units of the trust on its valuation date. The Plan’s collective trust funds are classified as Level
2.
Money market funds are stated at cost plus
accrued interest, which approximates fair value. The Plan’s money market funds are classified as Level 2.
The Plan’s valuation methods used to
measure fair value of its investments may produce fair values that may not be indicative of a future sale, or reflective of future
fair values. The use of different methods to determine the fair value of investments could result in different estimates of fair
value at the reporting date.
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 4 – Investments
The fair value of individual investments that represented 5% or
more of the Plan’s net assets as of December 31, 2015 and 2014 was as follows:
|
|
2015
|
|
2014
|
Common stock of The Coca-Cola Company
|
|
$
|
25,297,704
|
|
|
$
|
24,988,745
|
|
BlackRock FFI Government Fund
|
|
$
|
5,224,067
|
|
|
$
|
4,397,133
|
|
During the year ended December 31, 2015, the Plan’s investments
(including investments purchased, sold, as well as held during the year) appreciated (depreciated) in fair value as follows:
Common stock of The Coca-Cola Company
|
|
$
|
581,043
|
|
Mutual funds
|
|
|
(406,029
|
)
|
Collective trust funds
|
|
|
(40,659
|
)
|
Net appreciation in fair value of investments
|
|
$
|
134,355
|
|
Note 5 – Transactions with Parties-in-Interest
During the year ended December 31, 2015, the
Plan had the following transactions relating to common stock of The Coca-Cola Company:
|
|
Shares
|
|
|
Fair Value
|
|
Purchases
|
|
|
144,769
|
|
|
$
|
5,915,699
|
|
Sales
|
|
|
147,772
|
|
|
$
|
6,187,783
|
|
Dividends received
|
|
|
N/A
|
|
|
$
|
804,511
|
|
The Plan held the following investments in common stock of The Coca-Cola
Company:
|
|
Shares
|
|
|
Fair Value
|
|
|
December 31, 2015
|
|
|
|
588,867
|
|
|
$
|
25,297,704
|
|
|
December 31, 2014
|
|
|
|
591,870
|
|
|
$
|
24,988,745
|
|
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note 6 – Risk and Uncertainties
The Plan invests in various investment securities.
Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will
occur and that such changes could materially affect Participants’ account balances and the amounts reported in the statement
of net assets available for benefits.
Included in investments as of December 31,
2015 and 2014 is common stock of The Coca-Cola Company with a market value of $25.3 million and $25.0 million, respectively. These
investments represent 67.6% and 68.9% of total investments as of December 31, 2015 and 2014, respectively. A significant decline
in the market value of common stock of The Coca-Cola Company would have an adverse effect on the Plan’s net assets available
for benefits.
Note 7 – Income Tax Status
The
Plan qualifies under Sections 165(a) and 165(e) of the Puerto Rico Income Tax Act of 1954 (the “Act”), as amended (for
applicable tax years), Sections 1165(a) and 1165(e) of the Puerto Rico Internal Revenue Code of 1994, as amended (for applicable
tax years), and Sections 1081.01(a) and 1081.01(d) of the Puerto Rico Internal Revenue Code of 2011, 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, September 27, 2000, February 16, 2012 and February 10, 2014, in which the Puerto Rico Department of
the Treasury ruled that the amendments did not affect the qualified status of the Plan. The February 10, 2014 letter provides that
the Plan constitutes a qualified retirement plan that satisfies the rules of the Puerto Rico Internal Revenue Code of 2011, as
amended.
The Committee believes that the Plan
is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified
and the related trust is tax exempt.
Note 8 – Subsequent Event
Effective April 1, 2016, the
Plan Administrator replaced Merrill Lynch, Pierce, Fenner & Smith Inc. with Mercer Trust Company, as Custodian of the
assets, and Transamerica Retirement Solutions LLC for recordkeeping services. All of the Plan’s investments, except for
one mutual fund and common stock of The Coca-Cola Company, were sold and replaced with other investment options.
Note: Column (d) cost is not required for participant-directed
investments.