Edgar Filing: COCA COLA ENTERPRISES INC

Form 425

John F. Brock

Chairman and CEO

September 8, 2010

Filed by International CCE Inc. pursuant to

Rule 425 of the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 of the

Securities Exchange Act of 1934

Subject Company: Coca-Cola Enterprises Inc.

Commission

File

No.:

001-

09300

Information & Forward-Looking Statements

FORWARD-LOOKING STATEMENTS

Included in this news release 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 subsequent SEC filings.

IMPORTANT ADDITIONAL TRANSACTION 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, Coca-Cola Enterprises Inc. (“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 has been 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, because they

contain important information about the proposed transaction.

Shareowners may obtain a free copy of the proxy statement/prospectus and other documents filed by the Company at the SEC’s website at

www.sec.gov. Copies of the documents filed with the SEC by the Company are 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, a Form 10-K filed on February 12, 2010 and information concerning the participants in the solicitation is included in the proxy

statement/prospectus relating to the proposed transaction. Each of these documents is 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.

Agenda

New CCE –

Overview

2010 Business Update

Key Takeaways

New CCE –

Growth Objectives

new CCE

•

$7.3 billion revenue

(pro forma FY 2009)

•

600 million physical cases

•

550,000 pieces

of cold drink equipment

•

18 manufacturing

facilities

•

13,000 employees

•

Continuity of management

Source: Internal reports; numbers are rounded

Solid Growth Record and Outlook

Source: CCE annual earnings release. Figures are comparable, represent CCE’s

European

operating segment and exclude Norway, Sweden and corporate expenses

Europe

millions)

•

Over 4 years of solid growth

•

Attractive and balanced

business model

•

Talented and experienced

management team

•

Driving improved efficiency &

leveraging operational scale

•

Economic headwinds demand

continued improvement

Be the Best Beverage Sales &

Customer Service Company

VISION

STRATEGIC PRIORITIES

Our Global Operating Framework

Remains Unchanged

•

#1 or strong #2

•

Most valued supplier

•

Winning and inclusive culture

Drive consistent long-term

profitable growth

FINANCIAL OBJECTIVE

SPARKLING FLAVORS

Customer and Consumer Preferred

Brands Across Key Categories

ENERGY

RED, BLACK,

SILVER

STILL

WATER

ISOTONICS / SPORTS

Coca-Cola TM

Spa

Fanta

Pepsi-Cola

Dubbelfriss

Reidel

14%

Coca-Cola TM

Pepsi-Cola

Lerum

Meierienes

Fun Light

22%

12%

Coca-Cola TM

Bob

Ramlosa

Loka

Fanta

18%

NARTD

Share -

Top 5 Brands

Coca-Cola Trademark (TM)

Leads in All Countries

Source: Canadean

Market Insights 2009

Great Britain

The Netherlands

Belgium

France

Norway

Sweden

TCCC per Capita Consumption 2009

Opportunities for Growth -

Europe

Mexico

United States

Belgium

Great Britain

Netherlands

France

Sweden

Norway

New CCE

2009

change

Source: TCCC; based on eight U.S. fluid ounces of a finished TCCC beverage

Key CCE Opportunities

Opportunities for Growth -

Europe

Recruitment

& Frequency

Energy

Juice Drinks & Stills

Shopper-centric marketing

Segmented revenue management

DSD quality availability & execution

Driving Growth in Sparkling and Still

Source: NARTD -

Canadean Market Insights 2009; CCE 1H10 volume includes Great Britain, France, Belgium, and the Netherlands

Sparkling Growth is

Driven by Growing

the Category

Still Growth is Driven

by Growing Share in

Existing Segments

and Targeting New

Opportunities

Sparkling

Still

Water

Growing Share in Growing Markets

Source: AC Nielsen YTD June 2010; numbers are rounded

Category

Volume

Growth

Value

Growth

2010 (YTD)

1.2%

5.8%

2009

3.7%

5.3%

2007-9

2.3%

4.7%

Physical Case

Growth

Growth %

All 3

Cokes in

Growth

2010

Source: Category and Share data from AC Nielsen YTD June 2010; Case growth CCE internal data

1H10

+3.5%

2009 vs. 2008

+7.5%

2007-9 CAGR

+5.0%

Red, Black, Silver

Expanding Sources of Growth

10%

OTHER SSD

& Energy

Still & Water

60%

Europe 1H10 Volume Growth Sources

30%

Source: CCE internal data, numbers are rounded

Driving Growth with TCCC

•

EXPAND availability

•

CONNECT Coca-Cola

with meals

•

LEVERAGE emblematic

properties

•

RE-CONNECT with

our roots

•

LEAD a positive

category dialogue

Coca-Cola

World Cup 2010

SSD Category Evolution

(Home Channel)

Category Rank

(Home Channel)

Increasing Category Importance

–

France

2002

2008

2009

8.6%

1.1%

1.5%

3.8%

4.3%

2.2%

-0.6%

3.9%

2.0%

1.5%

Retail Sales in EUR

(billion)

YOY

Volume

Growth

Source: Nielson Moving Annual Total through May 2010 for Hypermarkets, Supermarkets, and Hard Discounters

Segmented

Outlet

Execution

Leveraging Scale to Drive Growth &

Improve Customer Service

Flexible

Route-to-Market

Shopper

Centered

Execution

~10%

direct store delivery by CCE

~55%

delivered through customer

warehouses

~35%

delivered through wholesalers

and other intermediaries

Source: Internal reports for current CCE Europe; numbers are rounded

Product Portfolio

/ Active Lifestyle

Water

Stewardship

Packaging & Recycling

Energy & Climate

Corporate Responsibility &

Sustainability (CRS)

Commitment 2020

Diverse &

Inclusive Culture

Pan European Operations and a Local

Business Led By Skilled Employees

Agenda

New CCE –

Overview

2010 Business Update

Key Takeaways

New CCE –

Growth Objectives

Financial Priorities

Financial Framework

CONSISTENT

Long-term

profitable growth

MAXIMIZE

Free

cash flow

MAINTAIN

Financial

flexibility

INCREASE

Return on

invested capital

INVEST IN HIGH

RETURN

OPPORTUNITIES

Organic and Acquisition

RETURN CASH TO

SHAREOWNERS

Dividend and Share

Repurchase

OPTIMIZE CAPITAL

STRUCTURE

Long-term Net Debt to

EBITDA ~2.5 to 3.0x

new CCE Long-Term Growth

Objectives

Note: Objectives are comparable, currency neutral, and are not adjusted for acquisitions

The non-GAAP financial measure return on invested capital (ROIC) is net operating income less effective taxes divided by average invested

capital. Average invested capital is average annual net debt plus average annual book equity. Net debt is current debt plus long-term debt

minus

cash.

These

measures

are

used

clearly

evaluate

our

capital

structure

and

leverage.

Near Term, We Expect Share Repurchase

to Drive EPS Growth Above Our Long-Term Objective

Current

new CCE

Revenue Growth

4 –

OI Growth

5 –

6 –

EPS Growth

HSD

ROIC Improvement

bps/yr

Solid Balanced Revenue Growth

Europe Price per case + Volume Growth

Source: CCE earnings release

5.0%

3.0%

5.0%

9.5%

5.0%

To Consumers

& Customers

VALUE

To Maintain & Enhance

our Margins

COMMITMENT

On Managing Levers

to Grow Value

FOCUS

•

Gross profit is a

relatively narrow gap

between channel and

package types

•

After adjusting for

SD&A, operating profit

gap narrows

Balanced Profit Portfolio

By Package

By Channel

Note: CCE internal data, numbers are rounded

Europe GP per case Index

Historically Stable Cost of Goods

•

Increased package

diversity

•

Cans are a mix of steel

and aluminum v. all

aluminum in NA

•

Glass and other is 16%

of volume v. 1% in NA

•

Declining beet sugar

costs as opposed to

volatile HFCS costs

Select Differences

COGs

per case Growth

Source: CCE earnings release

Price per case -

COGs/per case

Historically Maintained or Improved

Gross Margins

•

Stable cost of goods per

case

•

Consistent long-term

approach to managing

margins

•

Incidence based

concentrate model

Select Highlights

Source: CCE earnings release

Expenses Focused on Sales

Europe SD&A per case

Indexed to North America

Source: CCE internal reports. Figures are comparable: CCE’s European operating segment excludes Norway,

Sweden and corporate expenses; figures are rounded to nearest 5%

SD&A As % Sales

NA OI Margin

~10%

Europe OI Margin

~15%

Increased Financial Flexibility

Net Debt (in Billions)

Net Debt to EBITDA

$12.0

$11.6

$11.0

$10.0

$9.8

$9.2

$8.3

$7.7

~$2.0

Note: Net Debt is total debt less cash; EBITDA figures are on a comparable basis

Agenda

New CCE –

Overview

2010 Business Update

Key Takeaways

New CCE –

Growth Objectives

2010 CCE Business Outlook

current CCE 2010 Outlook

Revenue Growth

Low Single-Digit

(North America Flat )

(Europe MSD)

OI Growth

12% to 14%

(North America MSD to HSD )

(Europe HSD to LDD )

EPS Growth

$1.78 to $1.82

(includes ~7 cent negative currency at recent rates)

Note: Revenue and OI outlook is comparable and currency neutral;

EPS outlook is comparable

Income Statement

FY10 Illustrative pro forma new CCE

new CCE

pro forma FY09

new CCE FY10

pro forma Estimate

Net Operating Revenues

$7,263

Cost of Goods Sold

4,534

Gross Profit

2,729

SD&A

1,886

Operating

Income

(EBIT)

(assuming

~10%

currency

neutral

growth

offset

~4%

negative

translation)

843

~$890

Interest

(assuming

~4.5%

~$2.4B)

(110)

Income Before Taxes

780

Income

Tax

Expense

(assuming

~29%

effective rate)

(230)

Net Income

$550

EPS

(assuming ~350 million diluted Shares)

~$1.57

EBITDA

(assumes

depreciation

and

amortization

$0.3

billion)

~$1.2B

Note: Estimates are rounded

For 2011, earnings per share will likely exceed our long-term growth objective as a

result of share repurchase activity –

additional details to be provided in December

Capital Structure & Transaction Highlights

Fully diluted

Shares Outstanding

350 Million

2011 Effective

Tax Rate ~28% to

30%

U.S. Domiciled,

NYSE listed

Net Debt at close expected to be ~$2 billion –

~$2.4 billion in gross debt and ~$0.4 billion in cash

Source

Use

$10 per share distribution

Norway & Sweden Acquisition

Balance Sheet

Cash from Operations

Exercise of Options

New Debt

Other

Expected Sources & Uses of Cash

Transaction

Expectations

Transaction

Is On Track

to Close in

the Fourth

Quarter

Transaction Progress –

On Track

•

European Commission approval received

•

Favorable IRS private letter ruling received

•

Shareholder meeting scheduled for October 1

•

Norway and Sweden integration preparation

Key Steps

Remaining

Include

•

U.S. Antitrust Approval

•

Canadian Antitrust Approval

•

Shareowner Approval

Agenda

New CCE –

Overview

2010 Business Update

Key Takeaways

New CCE –

Growth Objectives

Key Takeaways

•

Our business in Europe has a history of solid growth

•

Our financial priorities are on driving long-term growth

•

Our long-term growth targets for new CCE

exceed our current targets

•

CCE is focused on delivering 2010 and now expects 2010

EPS

range

$1.78

$1.82

comparable

basis

including a negative currency impact of ~7 cents at current levels

•

Transaction with TCCC is on track to close in the fourth

quarter

John F. Brock

Chairman and CEO

September 8, 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,

Coca-Cola

Enterprises

Inc.

(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

has been mailed to the shareowners of the Company. The registration statement became effective August 25, 2010.

SHAREOWNERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY

STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION

ABOUT THE PROPOSED TRANSACTION.

Shareowners

may

obtain

free

copy

the

proxy

statement/prospectus

and

other

documents

filed

the

Company

the

SEC’s

web

site

www.sec.gov.

Copies

the

documents

filed

with

the

SEC

the

Company

are

available

free

charge

the

Company’s

website

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

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, its

Form 10-K filed on February 12, 2010 and information concerning the participants in the solicitation is included in the proxy statement/prospectus relating

the

proposed

transaction.

Each

these

documents

available

free

charge

the

SEC’s

website

www.sec.gov

and

from

the

Company

its

website or by contacting the Investor Relations Department at the telephone number above.