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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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John F. Brock
Chairman and CEO
June 16, 2010
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.
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.
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.
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.
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.
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.
Information & Forward-Looking
Statements
AGENDA - CCE EUROPE
OVERVIEW OF CCE EUROPE
business outlook
key takeaways
Our Global Operating Framework
remains unchanged
remains unchanged
Be the Best Beverage Sales and Customer
Service Company
Service Company
• Most valued supplier
• Winning and inclusive culture
Drive consistent long-term profitable growth
CCE Europe - Overview
EUROPE OI ($ millions)
Source: CCE annual earnings release. Figures are comparable, represent CCE’s
European Operating Segment and exclude Norway, Sweden and corporate expenses.
European 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.
European Operating Segment and exclude Norway, Sweden and corporate expenses.
Leading Brands Across Key Categories
ENERGY
RED, BLACK, SILVER
STILL
WATER
ISOTONICS/SPORTS
SPARKLING FLAVORS
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NARTD
Rank (1)
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#1
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#1
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#1
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#1
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NARTD Share (2)
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Value
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31%
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20%
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39%
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19%
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Volume
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27%
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13%
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23%
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14%
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Beverage
Supplier (3)
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#1
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#3
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#1
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#1
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Category Leader
Source: (1) Canadean Market Insights 2009;
Source: (1) Canadean Market Insights 2009;
(2) Nielsen Calendar 2009 European aggregated database
(2) Nielsen Calendar 2009 European aggregated database
(3) Advantage Group Survey 2009
(3) Advantage Group Survey 2009
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Great Britain
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France
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Belgium
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Netherlands
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Opportunities for Growth - Europe
TCCC Per Capita Consumption 2009**
Mexico
United States
Belgium
Great Britain
Netherlands
France
Sweden
Norway
EUROPE Volume*
* CCE annual earnings release. Figures are comparable and rounded; exclude Norway and Sweden.
* CCE annual earnings release. Figures are comparable and rounded; exclude Norway and Sweden.
** TCCC; based on eight U.S. fluid ounces of a finished TCCC beverage.
** TCCC; based on eight U.S. fluid ounces of a finished TCCC beverage.
new CCE
+8
+6
+3
+7
CCE Markets Offer Unique Opportunities
Sources: Non-Alcoholic Ready-to-Drink (NARTD); category mix & brand data (Canadean Market Insights 2009);
J/I/T/C/O defined as juice/juice drinks, isotonics/sports, teas, coffee, other
* Includes Great Britain, France, Belgium, the Netherlands, Norway, and Sweden; numbers are rounded
NARTD Category Mix
Growing Beverage Value
VALUE
to consumers & customers
to consumers & customers
COMMITMENT
to protect, maintain, & enhance margins
to protect, maintain, & enhance margins
FOCUS
on managing levers to grow value
on managing levers to grow value
European Revenue Growth
(net price/mix per case + volume)
Source: CCE Internal Reports; figures presented on a comparable and currency-neutral basis
Source: CCE Internal Reports; figures presented on a comparable and currency-neutral basis
• Growth driven by strong
execution and promotions
execution and promotions
European Volume Mix
Source: CCE Internal Reports, 2009
Source: CCE Internal Reports, 2009
Driving Growth with TCCC
• EXPAND availability
• CONNECT Coca-Cola with meals
• LEVERAGE emblematic properties
• RE-CONNECT with our roots
• LEAD a positive category dialogue
Our Local Network & Pan European
Supply Chain Drives Effective Customer Service
Supply Chain Drives Effective Customer Service
CCE TODAY:
~ 4,200
supply chain employees
supply chain employees
16
manufacturing plants
manufacturing plants
33
warehouses
warehouses
83
production lines
production lines
Sidcup
Dongen
East Kilbride
Wakefield
Colwall
Dunkirk
Gent
Antwerp
Grigny
Toulouse
Marseille
Chaudfontaine
Source: Internal reports; numbers are rounded
Source: Internal reports; numbers are rounded
Leveraging Scale to Drive Growth and
Improve Customer Service
Improve Customer Service
SEGMENTED
OUTLET EXECUTION
OUTLET EXECUTION
FLEXIBLE
ROUTE-TO- MARKET
OCCASION
BASED ACTIVATION
~10%
direct store delivery by CCE
direct store delivery by CCE
~55%
delivered through customer warehouses
delivered through customer warehouses
~35%
delivered through wholesalers and
delivered through wholesalers and
other intermediaries
Source: Internal reports for current CCE Europe; numbers are rounded
Source: Internal reports for current CCE Europe; numbers are rounded
Corporate Responsibility & Sustainability (CRS)
COMMITMENT 2020
WATER
STEWARDSHIP
ENERGY &
CLIMATE
PACKAGING &
RECYCLING
RECYCLING
DIVERSE
&INCLUSIVE
CULTURE
&INCLUSIVE
CULTURE
PRODUCT
PORTFOLIO &
PORTFOLIO &
WELL-BEING
REDUCING
THE IMPACT OF
THE IMPACT OF
EACH PACK
CRS - Sustainable Package & Recycling
1994
Reducing PET and Costs
in our 500ml PET bottle
2006
2009
2010
36g
26g
24g
Source: Internal reports
Source: Internal reports
Pan European Operations and a
Local Business Led By Skilled Employees
Local Business Led By Skilled Employees
AGENDA - CCE EUROPE
overview of cce europe
BUSINESS OUTLOOK
key takeaways
new CCE
$7.3 billion revenue
(pro forma FY 2009)
(pro forma FY 2009)
600 million physical cases
550,000 pieces
of cold drink equipment
of cold drink equipment
18 manufacturing facilities
13,000 employees
continuity of management
Source: Internal reports; numbers are rounded
Source: Internal reports; numbers are rounded
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
Achieving Financial Flexibility
Net Debt to EBITDA
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$12.0
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$11.6
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$11.0
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$10.0
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$9.2
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$8.3
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$7.7
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Note: Net Debt is total debt less cash; EBITDA figures are on a comparable basis
Note: Net Debt is total debt less cash; EBITDA figures are on a comparable basis
Long-term Net Debt to EBITDA Target is 2.5x to 3.0x
EXPECTED SOURCES & USES OF CASH
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
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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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TRANSACTION
EXPECTATIONS
EXPECTATIONS
Note: Targets are comparable and currency neutral
Note: Targets are comparable and currency neutral
Revenue Growth: 4%-5%
Operating Income Growth: 5%-6%
EPS growth: High single digits
2010 Business Outlook
• Strong first quarter results
• Second quarter business trends have been positive
• Currency headwinds have increased - at recent rates,
CCE now expects a negative impact to 2010 EPS of
approximately 10 cents
on a diluted and comparable basis
CCE now expects a negative impact to 2010 EPS of
approximately 10 cents
on a diluted and comparable basis
• 2010 EPS now expected to increase 10 to 12 percent
on a diluted, comparable, and currency neutral basis
on a diluted, comparable, and currency neutral basis
• We will provide a more detailed update in July
Transaction Progress
• Transaction is on track to close fourth quarter
• Positive European Commission notification on May 18
• Preliminary S-4 filed on May 25
• Norway and Sweden integration preparation on track
• Key steps remaining include North American
regulatory approval, IRS ruling letter,
and shareowner approval
regulatory approval, IRS ruling letter,
and shareowner approval
Key Takeaways
• Our business in Europe has a history of solid growth
• CCE is focused on delivering 2010 objectives and
now expects 2010 EPS to increase 10 to 12 percent
on a comparable and currency neutral basis
now expects 2010 EPS to increase 10 to 12 percent
on a comparable and currency neutral basis
• Transaction with TCCC is on track to close in the
fourth quarter 2010
fourth quarter 2010
• Our financial priorities are focused on driving long-
term growth
term growth
John F. Brock
Chairman and CEO
June 16, 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.