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Filed by Coca-Cola Enterprises Inc. pursuant to
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Rule 425 of the Securities Act of 1933 and
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deemed filed pursuant to Rule 14a-12 of the
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Securities Exchange Act of 1934
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Subject Company: Coca-Cola Enterprises Inc.
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Commission File No.: 001-09300
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1
Bill Douglas
Executive Vice President &
Chief Financial Officer
May 13, 2010
Chief Financial Officer
May 13, 2010
2
Information & Forward-Looking
Statements
Statements
FORWARD-LOOKING STATEMENTS
Included in this presentation are forward-looking management comments and other statements that reflect management’s current
outlook for future periods. As always, these expectations are based on currently available competitive, financial, and economic data
along with our current operating plans and are subject to risks and uncertainties that could cause actual results to differ materially
from the results contemplated by the forward-looking statements. The forward-looking statements in this news release should be read
in conjunction with the risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our most
recent annual report on Form 10-K and other SEC filings.
outlook for future periods. As always, these expectations are based on currently available competitive, financial, and economic data
along with our current operating plans and are subject to risks and uncertainties that could cause actual results to differ materially
from the results contemplated by the forward-looking statements. The forward-looking statements in this news release should be read
in conjunction with the risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our most
recent annual report on Form 10-K and other SEC filings.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in respect of the proposed transaction. In connection with the
proposed transaction and required shareowner approval, the Company will file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a proxy statement/prospectus contained in a Form S-4 registration statement, which will be mailed
to the shareowners of the Company.
proposed transaction and required shareowner approval, the Company will file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a proxy statement/prospectus contained in a Form S-4 registration statement, which will be mailed
to the shareowners of the Company.
SHAREOWNERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
Shareowners may obtain a free copy of the proxy statement/prospectus, when it becomes available, and other documents filed by
the Company at the SEC's web site at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available
free of charge on the Company's website at www.cokecce.com under the tab "Investor Relations" or by contacting the Investor
Relations Department of Coca-Cola Enterprises at 770-989-3246.
the Company at the SEC's web site at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available
free of charge on the Company's website at www.cokecce.com under the tab "Investor Relations" or by contacting the Investor
Relations Department of Coca-Cola Enterprises at 770-989-3246.
PARTICIPANTS IN THE SOLICITATION
Coca-Cola Enterprises (“Company”) and its directors, executive officers and certain other members of its management and
employees may be deemed to be participants in the solicitation of proxies from its shareowners in connection with the proposed
transaction. Information regarding the interests of such directors and executive officers was included in the Company’s Proxy
Statement for its 2010 Annual Meeting of Shareowners filed with the SEC March 5, 2010 and a Form 10-K filed on February 12, 2010 and
information concerning the participants in the solicitation will be included in the proxy statement/prospectus relating to the proposed
transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SEC’s website at
www.sec.gov and from the Company on its website or by contacting the Investor Relations Department at the telephone number
above.
employees may be deemed to be participants in the solicitation of proxies from its shareowners in connection with the proposed
transaction. Information regarding the interests of such directors and executive officers was included in the Company’s Proxy
Statement for its 2010 Annual Meeting of Shareowners filed with the SEC March 5, 2010 and a Form 10-K filed on February 12, 2010 and
information concerning the participants in the solicitation will be included in the proxy statement/prospectus relating to the proposed
transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SEC’s website at
www.sec.gov and from the Company on its website or by contacting the Investor Relations Department at the telephone number
above.
3
Agenda
Europe
Background
Background
“new CCE”
Overview
Overview
4
Great Britain
1997
1997
France
1996
1996
Belgium
1996
1996
Netherlands
1993
1993
Luxemburg
1998
1998
Sweden
Expected 2010
Expected 2010
Germany
Possible Future
Possible Future
Norway
Expected 2010
Expected 2010
5
Solid Track Record
of Growth
of Growth
Source: CCE annual earnings release. Figures are comparable, represent CCE’s European
Operating Segment and exclude Norway, Sweden and corporate expenses.
Operating Segment and exclude Norway, Sweden and corporate expenses.
Source: CCE annual earnings release. Figures are comparable, represent CCE’s European
Operating Segment and exclude Norway, Sweden and corporate expenses.
Operating Segment and exclude Norway, Sweden and corporate expenses.
Four year CAGRs
Four year CAGRs
• Revenue 5½%
• Revenue 5½%
• Volume 3½%
• Volume 3½%
• Operating Income 7%
• Operating Income 7%
EUROPE OI ($ millions)
6
Market Overview*
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Volume
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Value
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Core Sparkling
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50%
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65%
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Energy
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8%
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11%
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Still Juices
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5%
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7%
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Sports
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21%
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30%
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Water
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1%
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1%
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NARTD
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18%
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26%
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Top 5 Brand Owners (NARTD VOL)
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43 %
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Coca-Cola
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20 %
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Danone Group
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6 %
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Group Alma
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6 %
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Nestle
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6 %
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Britvic
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5 %
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Top 5 Brands (NARTD VOL)
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36 %
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Coca-Cola
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18 %
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Cristaline
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6 %
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Robinsons
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5 %
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Pepsi-Cola
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3 %
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Evian
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3 %
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CCE Category Share
Sources: Non-Alcoholic Ready-to-Drink (NARTD); category mix & brand data (Canadean Market Insights);
share data (Nielson, all measured channels thru February 2010); stills defined as juices, isotonics/sports, teas, coffee, other
* Includes Great Britain, France, Belgium, and the Netherlands
7
Growing Share in Growing Markets
YTD February 2010
YTD February 2010
NARTD
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Category
Value Growth |
CCE value
share growth |
CCE value
share |
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+4.3%
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+0.1 pt
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64.2%
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+8.2%
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+0.7 pt
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68.2%
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+4.2%
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+0.4 pt
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71.1%
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+4.4%
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+1.9 pt
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51.0%
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Market
Value Growth |
CCE value
share growth |
CCE value
share |
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3.8%
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+0.0 pt
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29.7%
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4.7%
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+1.0 pt
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21.4%
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2.8%
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+0.4 pt
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39.1%
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1.2%
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+1.4pt
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19.9%
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8
new CCE
$7.3 billion revenue
(pro forma FY 2009)
600 million physical cases
550,000 pieces of cold drink
equipment
equipment
18 manufacturing facilities
13,000 employees
Source: Internal reports; numbers are rounded
Source: Internal reports; numbers are rounded
9
new CCE - Reconciliation of non-GAAP Financials
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Europe
Reported (GAAP) |
ITEMS IMPACTING COMPARABILITY
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new CCE
(non-GAAP)(a)
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Europe
Restructuring |
Corporate (b)
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Norway -
Sweden (c) |
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Net Operating Revenues
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$6,517
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$ -
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$ -
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$746
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$7,263
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Cost of Goods Sold
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4,123
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-
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-
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421
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$4,544
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Gross Profit
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2,394
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-
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-
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325
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$2,719
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SD&A Expenses
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1,431
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(7)
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185
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269
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$1,878
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Operating Income (EBIT)
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963
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7
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(185)
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56
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$841
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Depreciation &
Amortization |
270
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-
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25
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43
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$338
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EBITDA
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$1,233
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$7
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$(160)
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$99
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$1,179
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FULL-YEAR 2009
(a) These non-GAAP measures are provided to allow investors to more clearly evaluate the operating performance and business trends
for new CCE, which includes CCE's European operating segment, a preliminary estimate of new CCE Corporate costs and Norway-Sweden.
(b) Corporate is a preliminary estimate of new CCE Corporate costs. CCE Corporate costs allocated to new CCE in the Form S-4 filed by CCE may be
materially different.
(c) Represents the audited 2009 financial results of Norway-Sweden and includes the estimated impact of preliminary purchase accounting adjustments.
10
current CCE - Package Mix & Cost of Goods
Europe VOLUME MIX BY PACKAGE
Europe COGs MIX BY SPEND
15%
GLASS & OTHER
40%
CANS
45%
PET
15%
MANUFACTURING,
D&A AND OTHER
25%
PACKAGING
10%
SWEETENER
50%
CONCENTRATE /
FINISHED GOODS
Source: CCE internal reports for FY09 bottle/can. Figures are comparable, represent CCE’s European
Operating Segment and exclude Norway and Sweden; figures are rounded to nearest 5%
Operating Segment and exclude Norway and Sweden; figures are rounded to nearest 5%
Source: CCE internal reports for FY09 bottle/can. Figures are comparable, represent CCE’s European
Operating Segment and exclude Norway and Sweden; figures are rounded to nearest 5%
Operating Segment and exclude Norway and Sweden; figures are rounded to nearest 5%
11
current CCE - Selling, Delivery & Administration
SD&A AS % SALES
Europe SD&A MIX BY SPEND
30%
NORTH AMERICA
20%
EUROPE
10%
D&A
25%
GENERAL,
ADMIN
30%
SUPPLY
CHAIN
35%
SALES &
MARKETING
Source: CCE internal reports. Figures are comparable: CCE’s European Operating Segment excludes
Norway, Sweden and corporate expenses; figures are rounded to nearest 5%
Norway, Sweden and corporate expenses; figures are rounded to nearest 5%
Source: CCE internal reports. Figures are comparable: CCE’s European Operating Segment excludes
Norway, Sweden and corporate expenses; figures are rounded to nearest 5%
Norway, Sweden and corporate expenses; figures are rounded to nearest 5%
12
EXPECTED SOURCES & USES OF CASH
TRANSACTION EXPECTATIONS
Capital Structure & Transaction Highlights
Fully diluted
Shares Outstanding 350
-360
Shares Outstanding 350
-360
Effective initial
Tax Rate ~30%
Tax Rate ~30%
US Domiciled,
NYSE listed
NYSE listed
Net Debt at Close expected to be in
the range of $2 to $2½ billion
the range of $2 to $2½ billion
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Source
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Use
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$10 per share distribution
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ü
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Norway & Sweden Acquisition
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ü
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Balance Sheet
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ü
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ü
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Cash from Operations
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ü
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Exercise of Options
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ü
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New Debt
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ü
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Other
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ü
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ü
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13
Financial Priorities
CONSISTENT
long-term profitable growth
long-term profitable growth
MAXIMIZE
free cash flow
free cash flow
IMPROVE
financial flexibility
financial flexibility
INCREASE
return on invested capital
return on invested capital
14
Transaction Progress
ž Transaction is on track to close fourth quarter
ž S-4 expected to be filed by the end of May
ž Teams in place to manage Norway and Sweden
integration
integration
ž Key steps remaining include regulatory and
shareowner approval
shareowner approval
15
Key Takeaways
ž Our business in Europe has a history of solid growth
ž CCE is focused on delivering against 2010 objectives
ž Transaction with TCCC is on track to close in the fourth
quarter 2010
quarter 2010
ž Our financial priorities are focused on driving long-
term growth
term growth
16
Bill Douglas
Executive Vice President &
Chief Financial Officer
May 13, 2010
Chief Financial Officer
May 13, 2010
Important Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction and required shareowner approval, the Company will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement/prospectus contained in a registration statement on Form S-4, which will be mailed to the shareowners of the Company after the registration statement is declared effective. The registration statement has not yet become effective.
SHAREOWNERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Shareowners may obtain a free copy of the proxy statement/prospectus, when it becomes available, and other documents filed by the Company at the SEC’s web site at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at www.cokecce.com under the tab “Investor Relations” or by contacting the Investor Relations Department of Coca-Cola Enterprises at 770-989-3246.
Participants in the Solicitation
Coca-Cola Enterprises Inc. (the “Company”) and its directors, executive officers and certain other members of its management and employees may be deemed to be participants in the solicitation of proxies from its shareowners in connection with the proposed transaction. Information regarding the interests of such directors and executive officers was included in the Company’s Proxy Statement for its 2010 Annual Meeting of Shareowners filed with the SEC March 5, 2010 and its Form 10-K filed on February 12, 2010 and information concerning the participants in the solicitation will be included in the proxy statement/prospectus relating to the proposed transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SEC’s website at www.sec.gov and from the Company on its website or by contacting the Investor Relations Department at the telephone number above.