Annual Report 2009 on Form 20-F
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) អ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2009 OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR អ SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Commission file number: 1-31466 21JAN200918403258 (Exact name of Registrant as specified in its charter) COCA-COLA HELLENIC BOTTLING COMPANY S.A. (Translation of Registrant’s name into English) THE HELLENIC REPUBLIC (Jurisdiction of incorporation or organization) 9, Fragoklissias Street 151 25 Maroussi Athens, Greece (Address of principal executive offices) Jan Gustavsson, +30 (210) 618-3100, [email protected], 9, Fragoklissias Street, 151 25 Maroussi Athens, Greece (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Ordinary shares of nominal value E0.50 per ordinary share New York Stock Exchange* American Depositary Shares (ADSs), each ADS representing one ordinary share New York Stock Exchange * Not for trading, but only in connection with the listing of the ADSs, pursuant to the requirements of the New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Securities Exchange Act of 1934: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Securities Exchange Act of 1934: None Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as at December 31, 2009, the close of the period covered by the annual report: 365,539,075 ordinary shares of nominal value E0.50 per ordinary share Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes ፤ No អ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes អ No ፤ Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No អ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).* Yes ፤ No អ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ፤ Accelerated filer អ Non-accelerated filer អ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in the filing. US GAAP អ International Financial Reporting Standards as issued by Other អ the International Accounting Standards Board ፤ If ‘‘Other’’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 អ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes អ No ፤ * This requirement does not apply to the registrant until its fiscal year ending December 31, 2011. TABLE OF CONTENTS Page Special Note Regarding Forward Looking Statements ................................ 2 Presentation of Financial and Other Information .................................... 3 PART I.................................................................. 4 Item 1 Identity of Directors, Senior Management and Advisers ...................... 4 Item 2 Offer Statistics and Expected Timetable ................................. 4 Item 3 Key Information .................................................. 4 Item 4 Information on the Company ......................................... 26 Item 4A Unresolved Staff Comments .......................................... 64 Item 5 Operating and Financial Review and Prospects ............................ 64 Item 6 Directors, Senior Management and Employees ............................ 113 Item 7 Major Shareholders and Related Party Transactions ......................... 136 Item 8 Financial Information .............................................. 151 Item 9 The Offer and Listing .............................................. 152 Item 10 Additional Information ............................................. 160 Item 11 Quantitative and Qualitative Disclosures about Market Risk .................. 178 Item 12 Description of Securities Other than Equity Securities ....................... 179 PART II................................................................. 180 Item 13 Defaults, Dividend Arrearages and Delinquencies .......................... 180 Item 14 Material Modifications to the Rights of Security Holders and Use of Proceeds ..... 180 Item 15 Controls and Procedures ............................................ 180 Item 16A Audit Committee Financial Expert ..................................... 181 Item 16B Code of Ethics ................................................... 181 Item 16C Principal Accountant Fees and Services ................................. 181 Item 16D Exemption from the Listing Standards of Audit Committees .................. 182 Item 16E Purchases of Equity Securities by the Issuer and Affiliated Persons ............. 182 Item 16F Change In Registrant’s Certifying Accountant ............................. 182 Item 16G Corporate Governance ............................................. 182 PART III................................................................ 183 Item 17 Financial Statements ............................................... 183 Item 18 Financial Statements ............................................... 183 Item 19 Exhibits ........................................................ 183 Signatures ....................................................... 186 1 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS This annual report contains forward-looking statements that involve risks and uncertainties, in particular under Item 3, ‘‘Key Information—Risk Factors’’, Item 4, ‘‘Information on the Company’’ and Item 5, ‘‘Operating and Financial Review and Prospects’’. These statements may generally, but not always, be identified by the use of words such as ‘‘believe’’, ‘‘outlook’’, ‘‘guidance’’, ‘‘intend’’, ‘‘expect’’, ‘‘anticipate’’, ‘‘plan’’, ‘‘target’’ and similar expressions to identify forward-looking statements. All statements other than statements of historical facts, including, among others, statements regarding our future financial position and results, our outlook for 2010 and future years, business strategy and the effects of the global economic slowdown, currency volatility, our recent acquisitions, and restructuring initiatives on our business and financial condition, our future dealings with The Coca-Cola Company, budgets, projected levels of consumption and production, projected raw material and other costs, estimates of capital expenditure and plans and objectives of management for future operations, are forward-looking statements. You should not place undue reliance on such forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect our current expectations and assumptions as to future events and circumstances that may not prove accurate. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described under Item 3, ‘‘Key Information—Risk Factors’’ included elsewhere in this annual report. Although we believe that, as of the date of this annual report, the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that our future results, level of activity, performance or achievements will meet these expectations. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward- looking statements. After the date of this annual report, unless we are required by law to update these forward-looking statements, we will not necessarily update any of these forward-looking statements to conform them either to actual results or to changes in our expectations. 2 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Our financial year is January 1 to December 31. We prepare our financial statements in accordance with the International Financial Reporting