barg401k.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
FORM 11-K
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[X]
|
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009
OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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Commission file number 1-9300
________________________________________
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
COCA-COLA ENTERPRISES BARGAINING EMPLOYEES' 401(K) PLAN
|
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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COCA-COLA ENTERPRISES INC.
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
The Coca-Cola Enterprises Bargaining Employees' 401(K) Plan (the "Plan") is a plan which is subject to the provisions of the Employee Retirement Income Security Act of 1974 as amended (ERISA). Accordingly, the following items are filed herewith as part of this annual report:
Audited financial statements:
Report of Banks, Finley, White & Co., Independent Registered Public Accounting Firm
Statements of Net Assets Available for Benefits at December 31, 2009 and 2008
Statement of Change in Net Assets Available for Benefits for the Year Ended December 31, 2009
Notes to Financial Statements
Schedule of Assets at December 31, 2009
Signature
Exhibit 23 – Consent of Banks, Finley, White & Co., Independent Registered Public Accounting Firm
___________________________________________
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Global Retirement Programs Committee, which Committee administers the employee benefit plan, has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
COCA-COLA ENTERPRISES BARGAINING EMPLOYEES' 401(K) PLAN
(Name of Plan)
By: /S/ JOYCE KING-LAVINDER
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|
Date: June 23, 2010
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Joyce King-Lavinder
Chairperson, Global Retirement Programs Committee
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Exhibit Index
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Exhibit Number
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|
Description
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|
Exhibit 23
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|
Consent of Banks, Finley, White & Co., Independent Registered Public Accounting Firm
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Financial Statements and Supplemental Schedule
Coca-Cola Enterprises Bargaining Employees’ 401(k) Plan
As of December 31, 2009 and 2008 and For the Year ended December 31, 2009
Together with Report of Independent Registered Public Accounting Firm
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Index
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Report of Independent Registered Public Accounting Firm
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|
|
1 |
|
|
Financial Statements:
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|
|
|
|
|
Statements of Net Assets Available for Benefits
|
|
|
2 |
|
|
Statement of Changes in Net Assets Available for Benefits
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|
|
3 |
|
|
Notes to Financial Statements
|
|
|
4 |
|
|
Supplemental Schedule:
|
|
|
|
|
|
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
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|
|
16 |
|
To the Global Retirement Programs Committee
Coca-Cola Enterprises Inc.
Atlanta, Georgia:
Report of Independent Auditors
We have audited the accompanying statements of net assets available for benefits of Coca-Cola Enterprises Bargaining Employees’ 401(k) Plan (the “Plan”) as of December 31, 2009 and 2008 and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008, and the changes in net assets available for benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held at end of year is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Banks, Finley, White & Co.
June 23, 2010
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Statement of Net Assets Available for Benefits
As of December 31, 2009 and 2008
| |
|
|
|
|
(in thousands)
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|
2009
|
|
|
2008
|
|
|
Assets
|
|
|
|
|
|
|
|
Investments in Master Trust, at fair value
|
|
$ |
40,871 |
|
|
$ |
33,602 |
|
|
Participant loans
|
|
|
1,970 |
|
|
|
1,965 |
|
|
Total assets reflecting all investments at fair value
|
|
|
42,841 |
|
|
|
35,567 |
|
|
Adjustment from fair value to contract value for
|
|
|
|
|
|
|
|
|
|
fully benefit-responsive investment contracts
|
|
|
(361 |
) |
|
|
356 |
|
|
Net assets available for benefits
|
|
$ |
42,480 |
|
|
$ |
35,923 |
|
See accompanying notes to the financial statements.
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Statement of Net Assets Available for Benefits
As of December 31, 2009 and 2008
(in thousands)
|
Additions to net assets attributed to:
|
|
2009
|
|
|
Investment income in Master Trust
|
|
$ |
320 |
|
|
Participant contributions
|
|
|
1,984 |
|
|
Employer Contributions
|
|
|
421 |
|
|
Net change in fair value of investments
|
|
|
5,859 |
|
| |
|
|
|
|
| |
|
|
|
|
|
Total additions
|
|
|
8,584 |
|
| |
|
|
|
|
|
Deductions from net assets attributed to:
|
|
|
|
|
| |
|
|
|
|
|
Distributions to Participants
|
|
|
(1,971 |
) |
|
Administrative expenses
|
|
|
(56 |
) |
| |
|
|
|
|
|
Total deductions
|
|
|
(2,027 |
) |
| |
|
|
|
|
|
Net increase in net assets available for benefits
|
|
|
6,557 |
|
| |
|
|
|
|
|
Net assets available for benefits:
|
|
|
|
|
|
Beginning of year
|
|
|
35,923 |
|
|
End of year
|
|
$ |
42,480 |
|
See accompanying notes to the financial statements.
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
As of December 31, 2009 and 2008
1. Description of Plan
The following description of the Coca-Cola Enterprises Bargaining Employees’ 401(k) Plan (the “Plan”) provides only general information. Participants should refer to the Plan’s Summary Plan Description for a more comprehensive description of the Plan’s provisions.
General
The Plan is sponsored by Coca-Cola Enterprises Inc. (the “Company”), and was formed effective July 1, 1984 and restated effective January 1, 2002. The Plan is a defined contribution plan covering certain employees of the Company, and is subject to the provisions of the Employee Retirement Income Security Act of 1974 as amended (“ERISA”).
Contributions
The Plan allows a participant to contribute from 1 percent to 15 percent of compensation, as defined. The Company matches participant contributions as provided for in the various collective bargaining agreements. Contributions are subject to certain Internal Revenue Code (the “Code”) limitations. All contributions are invested as directed by participants.
Eligibility
Each employee who 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 (the first day of the calendar quarter following date of hire) at which time the participant may elect to begin compensation deferrals.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company’s matching contribution portion of their accounts plus actual earnings thereon is based on years of service.
A participant is 100 percent vested after three years of credited service. All participants become fully vested upon death, total disability or retirement
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
Participant Accounts
Each participant’s account is credited with the participant’s contributions, employer contributions, rollover contributions, if any, and allocations of the Company’s contribution and Plan investment results; however, each account is also charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account balance.
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 $80,985 to other Company-sponsored plans.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 and up to a maximum equal to the lesser of 50 percent of their vested account balance or $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). Loan terms generally range from one to five years for general purpose loans and extend up to 15 years for principal residence loans. The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with the interest rates charged by persons in the business of lending money for loans which would be made under similar circumstances. Principal and interest are paid ratably through payroll deductions and the interest paid is applied directly to the participant’s account balance.
Withdrawals and Benefit Payments
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 or a series of installments over a certain period selected by the participant and paid no more than annually. The amount of distribution under the Plan shall be equal to the participant’s vested account balance.
If the participant has any loan balance at the time of distribution, the amount of cash available to the participant or beneficiary shall be reduced by the outstanding principal balance of the loan.
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
Prior to retirement, a withdrawal from the balance of a participant’s pre-tax contribution account 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 discontinue contributions at any time and 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.
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
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
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
|
|
·
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The duration of the underlying investments backing the wrapper contract.
|
Wrapper contracts’ 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.”
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. And 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.
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
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. 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.
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
|
|
$ |
259 |
|
|
$ |
383 |
|
|
Common/Collective Trusts
|
|
|
11,539 |
|
|
|
9,475 |
|
|
Fair value of the wrapper contracts
|
|
|
11,798 |
|
|
|
9,858 |
|
|
Adjustment from fair value to contract value
|
|
|
(361 |
) |
|
|
357 |
|
|
Contract value
|
|
$ |
11,437 |
|
|
$ |
10,215 |
|
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
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 $40.9 million. The Plan’s investment in the Master Trust (including investments bought, sold, and held during the year) appreciated in fair value by $5.9 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 $40.9 million.
4. Coca-Cola Enterprises Inc. Defined Contribution Plans Master Trust
The Plan’s interest in the net assets of the Master Trust was approximately 3 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
Bargaining Employees’ 401(k) Plan
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
Bargaining Employees’ 401(k) Plan
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
Bargaining Employees’ 401(k) Plan
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.
|
|
(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
Bargaining Employees’ 401(k) Plan
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, 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 |
|
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 |
|
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
|
(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.
|
|
(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
Coca-Cola Enterprises
Bargaining Employees’ 401(k) Plan
Notes to Audited Financial Statements
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.
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
Bargaining Employees’ 401(k) Plan
EIN: 35-1526476 Plan Number: 003
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
|
(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 9.50%
|
$1,970
|
* Parties in Interest