Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
December 31, 2009 and 2008
1. Description of the Plan
The following description of the Coca-Cola Enterprises Inc. Savings and Investment Plan for Certain Bargaining Employees (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 was formed effective March 4, 1994 and restated effective January 1, 2002. The Plan is a defined contribution plan, sponsored by Coca-Cola Enterprises Inc. (the “Company”), covering certain employees of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 as amended (“ERISA”).
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 percent of base compensation, as defined, subject to the maximum allowed by the Internal Revenue Code (the “Code”). 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 2009. All contributions are invested as directed by participants.
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
Vesting
Each participant shall always be 100 percent 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, employer 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 out of the Plan. During the year ended December 31, 2009, the Plan transferred participant accounts totaling $26,303 to other Company-sponsored plans.
Loans to Participants
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 (minus the amount of the highest outstanding loan balance(s) in the prior 12 months over any outstanding loan balance on the day the loan is made) or 50 percent of their vested account balances. Loan terms range from 6 to 60 months for general purpose loans and from 6 to 180 months 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 proceeding the date the loan is issued. Principal and interest are generally paid in equal installments by a payroll deduction each paycheck and applied directly to the participant’s account.
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, 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
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
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 59½. Prior to the attainment of age 59½, a withdrawal from these accounts would be available for a financial hardship or from a participant’s rollover source within the Plan.
Plan Termination
Although the Company has not expressed any intent to do so, the Company 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.
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 Plan participates in the Coca-Cola Enterprises Inc. Defined Contribution Plans Master Trust (the “Master Trust”) with similar retirement plans sponsored by the Company and certain other subsidiaries of the Company, whereby investments are held collectively for all plans by JPMorgan Chase Bank, N.A. (the “Trustee”). Each participating plan’s investment in the Master Trust is equal to the sum of its participant account balances in relation to total Master Trust investments.
Short-term investments are stated at fair value, which approximates cost and is based on quoted redemption values determined by the Trustee. 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. Investments in collective trusts are stated at fair value, and are valued at the net asset value of shares held by the Plan at year-end. Participant loans are valued at their outstanding balances, which approximate fair value.
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
The Invesco Stable Value Fund (the “Fund”) is a separate account which invests primarily in wrapper contracts (also known as synthetic guaranteed investment contracts) and cash equivalents. Contracts within the Fund are fully benefit-responsive and are therefore reported at fair value on the Statement of Net Assets Available for Benefits.
In a wrapper contract structure, the underlying investments are owned by the Fund and held in trust for Plan participants. The wrapper primarily represents a diversified portfolio of corporate and government bonds, and common/collective trusts. The Fund purchases a wrapper contract from an insurance company or bank. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate (which is the rate earned by participants in the Fund for the underlying investments). The issuer of the wrapper contract provides assurance that the adjustments to the interest crediting rate do not result in a future crediting rate that is less than zero. An interest crediting rate less than zero would result in a loss of principal or accrued interest.
The key factors that influence future interest crediting rates for a wrapper contract include:
·
|
The level of market interest rates;
|
·
|
The amount and timing of participant contributions, transfers and withdrawals into/out of the wrapper contract;
|
·
|
The investment returns generated by the fixed income investments that back the wrapper contact; and
|
·
|
The duration of the underlying investments backing the wrapper contract.
|
Wrapper contract’s interest crediting rates are typically reset on a periodic basis.
Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they may have a material impact on the wrapper contract’s interest crediting rate. In addition, participant withdrawals and transfers from the Fund are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting gains and losses in the market value of the underlying investments relative to the wrapper contract value are represented on the Plan’s Statements of Net Assets Available for Benefits as the “adjustment from fair value to contract value for fully benefit-responsive investment contracts.”
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
If the adjustment from fair value to contract value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. The embedded market value losses will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the adjustment from fair value to contract value figure is negative, this indicates that the wrapper contract value is less than the market value of the underlying investments. The amortization of the embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.
All wrapper contracts provide for a minimum interest crediting rate of zero percent. In the event that the interest crediting rate should fall to zero and the requirements of the wrapper contract are satisfied, the wrapper issuers will pay to the Plan the shortfall needed to maintain the interest crediting rate at zero. This helps to ensure that participants’ principal and accrued interest will be protected.
Examples of events that would permit a wrapper contract issuer to terminate a wrapper contract upon short notice include the Plan’s loss of its qualified status, un-cured material breaches of responsibilities, or material and adverse changes to the provisions of the Plan. If one of these events was to occur, the wrapper contract issuer could terminate the wrapper contract at the market value of the underlying investments.
At December 31, 2009, fair value exceeded contract value. Contract value represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses. The weighted-average yield was approximately 3.2 percent and 6.6 percent for the years ended December 31, 2009 and 2008, respectively. The crediting interest rate was approximately 4.2 percent at December 31, 2009 and 2008, respectively. Participants investing in the Fund are subject to risk of default by issuers of the wrapper contracts and the specific investments underlying the wrapper contracts. There are no reserves against contract value for credit risk of the contract issuer or otherwise.
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
The fair values of the underlying assets of the wrapper contracts and the adjustment to contract value for the Plan are as follows (in thousands):
Fair value of the underlying assets of the wrapper contracts:
|
|
2009
|
|
|
2008
|
|
Fixed income securities
|
|
$ |
61 |
|
|
$ |
99 |
|
Common/Collective Trusts
|
|
|
2,729 |
|
|
|
2,443 |
|
Fair value of the wrapper contracts
|
|
|
2,790 |
|
|
|
2,542 |
|
Adjustment from fair value to contract value
|
|
|
(85 |
) |
|
|
92 |
|
Contract value
|
|
$ |
2,705 |
|
|
$ |
2,634 |
|
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.
3. Investments
As of December 31, 2009, the Plan’s investment in the Master Trust was $11.1 million. The Plan’s investment in the Master Trust (including investments bought, sold, and held during the year) appreciated in fair value by approximately $1.9 million during 2009.
The fair value of investments that individually represent 5 percent or more of the Plan’s net assets at December 31, 2009 was $11.1 million.
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
4. Coca-Cola Enterprises Inc. Defined Contribution Plans Master Trust
The Plan’s interest in the net assets of the Master Trust was approximately 1 percent at December 31, 2009. This was determined by comparing the Plan’s net assets to total net assets in the Master Trust.
The condensed statement of net assets at December 31, 2009 and 2008 for the Master Trust is as follows (in thousands):
Investments at fair value:
|
|
2009
|
|
|
2008
|
|
Common/Collective trust funds
|
|
$ |
579,799 |
|
|
$ |
476,917 |
|
Registered Investment Companies
|
|
|
330,722 |
|
|
|
238,219 |
|
Company Stock
|
|
|
155,623 |
|
|
|
97,592 |
|
CISC Self-Directed Accounts
|
|
|
20,005 |
|
|
|
15,551 |
|
Stable Value Fund at fair value
|
|
|
211,635 |
|
|
|
195,046 |
|
Investments at fair value
|
|
|
1,297,784 |
|
|
|
1,023,325 |
|
Stable Value Fund Book Valuation Adjustment
|
|
|
(6,402 |
) |
|
|
9,349 |
|
Master Trust Net Assets
|
|
$ |
1,291,382 |
|
|
$ |
1,032,674 |
|
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
The condensed statement of changes in net assets for the year ended December 31, 2009 in the Master Trust is as follows (in thousands):
|
|
2009
|
|
Additions:
|
|
|
|
Interest and dividend income
|
|
$ |
16,568 |
|
Participant contributions
|
|
|
82,351 |
|
Company contributions
|
|
|
20,007 |
|
Net change in fair value of investments
|
|
|
253,503 |
|
Total additions
|
|
|
372,429 |
|
|
|
|
|
|
Deductions:
|
|
|
|
|
Distributions to Participants
|
|
|
(111,362 |
) |
Administrative expenses
|
|
|
(2,359 |
) |
Total deductions
|
|
|
(113,721 |
) |
|
|
|
|
|
Net increase
|
|
|
258,708 |
|
|
|
|
|
|
Net assets available for benefits:
|
|
|
|
|
Beginning of year
|
|
|
1,032,674 |
|
End of year
|
|
$ |
1,291,382 |
|
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
During 2009 and 2008, the Master Trust’s investments (including investments bought, sold, as well as held during the year) appreciated/(depreciated) in fair value, as follows (in thousands):
Net change in fair value of investments:
|
|
2009
|
|
|
2008
|
|
Registered Investment Companies
|
|
$ |
70,525 |
|
|
$ |
(204,952 |
) |
Company Stock
|
|
|
71,530 |
|
|
|
(116,988 |
) |
CISC Self-Directed Accounts
|
|
|
4,297 |
|
|
|
(7,528 |
) |
Stable Value Fund
|
|
|
7,450 |
|
|
|
7,775 |
|
Common/Collective trust funds
|
|
|
99,701 |
|
|
|
(140,524 |
) |
Totals
|
|
$ |
253,503 |
|
|
$ |
(462,217 |
) |
Between January 1, 2009 and December 31, 2009, the Master Trust had the following transactions relating to common stock of Coca-Cola Enterprises Inc. (in thousands):
|
|
Shares
|
|
|
Fair Value
|
|
|
Realized Gain/(Loss)
|
|
Purchases
|
|
|
572 |
|
|
$ |
9,363 |
|
|
$ |
- |
|
Sales
|
|
|
(1,344 |
) |
|
$ |
(24,030 |
) |
|
$ |
(1,135 |
) |
Dividends received
|
|
|
- |
|
|
$ |
2,302 |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009
|
|
|
7,338 |
|
|
$ |
155,623 |
|
|
|
|
|
In addition to Company stock, the fair value of investments that individually represent 5 percent or more of the Master Trust’s net assets at December 31, 2009 are as follows (in thousands):
|
|
Fair Value
|
|
SSgA S&P 500 Fund
|
|
$ |
285,083 |
|
JP Morgan Core Bond
|
|
$ |
160,656 |
|
Artio International Equity Fund
|
|
$ |
101,827 |
|
American Funds Growth Fund
|
|
$ |
174,687 |
|
Invesco Stable Value Fund
|
|
$ |
211,635 |
|
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
5. Fair Value Measurements
The Plan assets, measured at fair value on a recurring basis (at least annually) as of December 31, 2009, are as follows (in thousands):
|
|
December 31, 2009
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
|
Significant Other Observable Inputs
(Level 2)
|
|
|
Significant Unobservable Inputs
(Level 3)
|
|
U.S. Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Common trust funds (A)
|
|
$ |
326,955 |
|
|
$ |
- |
|
|
$ |
326,955 |
|
|
$ |
- |
|
Mutual Funds (B)
|
|
|
224,574 |
|
|
|
224,574 |
|
|
|
|
|
|
|
|
|
Company Stock (C)
|
|
|
155,623 |
|
|
|
155,623 |
|
|
|
|
|
|
|
|
|
International Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
105,905 |
|
|
|
105,905 |
|
|
|
|
|
|
|
|
|
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common trust funds (A)
|
|
|
160,656 |
|
|
|
|
|
|
|
160,656 |
|
|
|
|
|
Mutual Funds (B)
|
|
|
243 |
|
|
|
243 |
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable Value Fund (D)
|
|
|
211,635 |
|
|
|
|
|
|
|
211,635 |
|
|
|
|
|
Retirement Date Funds (E)
|
|
|
92,188 |
|
|
|
|
|
|
|
92,188 |
|
|
|
|
|
Self-Directed Brokerage Account Investments (F)
|
|
|
20,005 |
|
|
|
20,005 |
|
|
|
|
|
|
|
|
|
Participant Loans (G)
|
|
|
79,434 |
|
|
|
|
|
|
|
|
|
|
|
79,434 |
|
Total Plan Assets
|
|
$ |
1,377, 218 |
|
|
$ |
506,350 |
|
|
$ |
791,434 |
|
|
$ |
79,434 |
|
(A)
|
The underlying investments held in the common trust funds are actively managed investment vehicles that are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
|
(B)
|
Investments in mutual funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
|
(C)
|
Investments in Company Stock are valued using quoted market prices multiplied by the number of shares owned.
|
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
(D)
|
The fair value of the wrapper contracts in the Stable Value Fund is determined by using a replacement cost methodology, which calculates the present value of excess future wrap fees. The underlying assets of the wrapper contracts (units of collective trust funds holding fixed income bonds) are calculated at the net unit value multiplied by the number of units held at the measurement date.
|
(E)
|
Investments in retirement date funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
|
(F)
|
Investments in self-directed accounts consist primarily of the following: (1) common stocks and bonds, which are valued at the closing price reported on the active market on which the individual securities are traded; and (2) mutual funds, which are valued at the net asset value of shares held by the Plan at the measurement date.
|
(G)
|
Participant loans are valued at amortized cost, which approximates fair value.
|
The summary of changes in the fair value of the Plan’s Level 3 assets for the year ended December 31, 2009 is as follows (in thousands):
|
|
|
|
|
|
Participant loans
|
|
Balance, beginning of year
|
|
$ |
79,801 |
|
Purchases, sales, issuances and settlements (net)
|
|
|
(367 |
) |
Balance, end of year
|
|
$ |
79,434 |
|
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
The Plan assets, measured at fair value on a recurring basis (at least annually) as of December 31, 2008 are as follows (in thousands):
|
|
December 31, 2008
|
|
|
Quoted Prices in Active Markets for Identical Assets (Level 1)
|
|
|
Significant Other Observable Inputs
(Level 2)
|
|
|
Significant Unobservable Inputs
(Level 3)
|
|
U.S. Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Common trust funds (A)
|
|
$ |
247,250 |
|
|
$ |
- |
|
|
$ |
247,250 |
|
|
$ |
- |
|
Mutual Funds (B)
|
|
|
21,287 |
|
|
|
21,287 |
|
|
|
|
|
|
|
|
|
Company Stock (C)
|
|
|
97,592 |
|
|
|
97,592 |
|
|
|
|
|
|
|
|
|
International Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mutual Funds
|
|
|
215,724 |
|
|
|
215,724 |
|
|
|
|
|
|
|
|
|
Fixed Income Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common trust funds (A)
|
|
|
167,987 |
|
|
|
|
|
|
|
167,987 |
|
|
|
|
|
Mutual Funds (B)
|
|
|
1,208 |
|
|
|
1,208 |
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stable Value Fund (D)
|
|
|
195,046 |
|
|
|
|
|
|
|
195,046 |
|
|
|
|
|
Retirement Date Funds (E)
|
|
|
61,680 |
|
|
|
|
|
|
|
61,680 |
|
|
|
|
|
Self-Directed Brokerage Account Investments (F)
|
|
|
15,551 |
|
|
|
15,551 |
|
|
|
|
|
|
|
|
|
Participant Loans (G)
|
|
|
79,801 |
|
|
|
|
|
|
|
|
|
|
|
79,801 |
|
Total Plan Assets
|
|
$ |
1,103,126 |
|
|
$ |
351,362 |
|
|
$ |
671,963 |
|
|
$ |
79,801 |
|
(A)
|
The underlying investments held in the common trust funds are actively managed investment vehicles that are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
|
(B)
|
Investments in mutual funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
|
(C)
|
Investments in Company Stock are valued using quoted market prices multiplied by the number of shares owned.
|
(D)
|
The fair value of the wrapper contracts in the Stable Value Fund is determined by using a replacement cost methodology, which calculates the present value of excess future wrap fees. The underlying assets of the wrapper contracts (units of collective trust funds holding fixed income bonds) are calculated at the net unit value multiplied by the number of units held at the measurement date.
|
(E)
|
Investments in retirement date funds are valued at the net asset value per share multiplied by the number of shares held as of the measurement date.
|
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
(F)
|
Investments in self-directed accounts consist primarily of the following: (1) common stocks and bonds, which are valued at the closing price reported on the active market on which the individual securities are traded; and (2) mutual funds, which are valued at the net asset value of shares held by the Plan at the measurement date.
|
(G)
|
Participant loans are valued at amortized cost, which approximates fair value.
|
The summary of changes in the fair value of the Plan’s Level 3 assets for the year ended December 31, 2008 is as follows (in thousands):
|
|
|
|
|
|
Participant loans
|
|
Balance, beginning of year
|
|
$ |
84,564 |
|
Purchases, sales, issuances and settlements (net)
|
|
|
(4,763 |
) |
Balance, end of year
|
|
$ |
79,801 |
|
6. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated September 2, 2009, stating that the Plan is qualified under Section 401(a) of the Code 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 Code to maintain its qualification. The Plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt.
7. Risks and Uncertainties
The Master Trust invests in various investment securities as directed by participants. 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 reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Benefits.
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
Notes to Audited Financial Statements
8. Subsequent Events
On February 25, 2010, the Company entered into agreements with The Coca-Cola Company (“TCCC”) under which TCCC will acquire the Company's North America operations. The Plan is considered to be part of the Company's North America operations and as such will be transferred to TCCC upon completion of the transaction. It is anticipated that the majority of the participants in the Plan will also be transitioning to TCCC and therefore, no separation in service or termination event will occur for these employees under the terms of the Plan. For additional information about the merger, refer to the Company's Form S-4 filed with the Securities and Exchange Commission on May 25, 2010.
Supplemental Schedule
Coca-Cola Enterprises Inc.
Savings and Investment Plan
for Certain Bargaining Employees
EIN: 58-0503352 Plan Number: 016
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2009
(a)
|
(b) Identity of issue, borrower, lessor
or similar party
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(c) Description of investment, including
maturity date, rate of interest, collateral, par, or maturity value
|
(e) Current
Fair Value
(in thousands)
|
|
|
|
|
*
|
Participant Loans
|
Interest rates ranging from 3.25% to 8.25%
|
$676
|
* Parties in Interest