Item 9.01
|
Financial Statements and Exhibits
|
(d) Exhibits
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
99.1
|
|
Company Slide Presentation
|
|
|
99.2
|
|
Unaudited Pro Forma Condensed Combined Financial Information of Orange
|
FORWARD-LOOKING STATEMENTS
This communication may contain statements, estimates or projections that constitute forward-looking statements as defined under
U.S. federal securities laws. Generally, the words believe, expect, intend, estimate, anticipate, project, plan, seek, may,
could, would, should, might, will, forecast, outlook, guidance, possible, potential, predict and similar expressions
identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from TCCCs, CCEs or
CCEPs historical experience and their respective present expectations or projections, including expectations or projections with respect to the transaction. These risks include, but are not limited to, obesity concerns; water scarcity and poor
quality; evolving consumer preferences; increased competition and capabilities in the marketplace; product safety and quality concerns; perceived negative health consequences of certain ingredients, such as non-nutritive sweeteners and
biotechnology-derived substances, and of other substances present in their beverage products or packaging materials; increased demand for food products and decreased agricultural productivity; changes in the retail landscape or the loss of key
retail or foodservice customers; an inability to expand operations in emerging or developing markets; fluctuations in foreign currency exchange rates; interest rate increases; an inability to maintain good relationships with their partners; a
deterioration in their partners financial condition; increases in income tax rates, changes in income tax laws or unfavorable resolution of tax matters; increased or new indirect taxes in the United States or in other tax jurisdictions;
increased cost, disruption of supply or shortage of energy or fuels; increased cost, disruption of supply or shortage of ingredients, other raw materials or packaging materials; changes in laws and regulations relating to beverage containers and
packaging; significant additional labeling or warning requirements or limitations on the availability of their respective products; an inability to protect their respective information systems against service interruption, misappropriation of data
or breaches of security; unfavorable general economic or political conditions in the United States, Europe or elsewhere; litigation or legal proceedings; adverse weather conditions; climate change; damage to their respective brand images and
corporate reputation from negative publicity, even if unwarranted, related to product safety or quality, human and workplace rights, obesity or other issues; changes in, or failure to comply with, the laws and regulations applicable to their
respective products or business operations; changes in accounting standards; an inability to achieve their respective overall long-term growth objectives; deterioration of global credit market conditions; default by or failure of one or more of
their respective counterparty financial institutions; an inability to timely implement their previously announced actions to reinvigorate growth, or to realize the
2
economic benefits they anticipate from these actions; failure to realize a significant portion of the anticipated benefits of their respective strategic relationships, including (without
limitation) TCCCs relationship with Keurig Green Mountain, Inc. and Monster Beverage Corporation; an inability to renew collective bargaining agreements on satisfactory terms, or they or their respective partners experience strikes, work
stoppages or labor unrest; future impairment charges; multi-employer plan withdrawal liabilities in the future; an inability to successfully manage the possible negative consequences of their respective productivity initiatives; global or regional
catastrophic events; risks and uncertainties relating to the transaction, including the risk that the businesses will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, which could
result in additional demands on TCCCs or CCEPs resources, systems, procedures and controls, disruption of its ongoing business and diversion of managements attention from other business concerns, the possibility that certain
assumptions with respect to CCEP or the transaction could prove to be inaccurate, the failure to receive, delays in the receipt of, or unacceptable or burdensome conditions imposed in connection with, all required regulatory approvals and the
satisfaction of the closing conditions to the transaction, the potential failure to retain key employees of CCE, CCIP or Black as a result of the proposed transaction or during integration of the businesses and disruptions resulting from the
proposed transaction, making it more difficult to maintain business relationships; and other risks discussed in TCCCs and CCEs filings with the Securities and Exchange Commission (the SEC), including their respective Annual
Reports on Form 10-K for the year ended December 31, 2015, subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which filings are available from the SEC, and the registration statement on Form F-4, file number
333-208556, that includes a proxy statement of CCE and a prospectus of CCEP, which was filed with the SEC by CCEP. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. None of TCCC, CCE,
CCIP or CCEP undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. None of TCCC, CCE, CCIP or CCEP assumes responsibility for the accuracy and
completeness of any forward-looking statements. Any or all of the forward-looking statements contained in this filing and in any other of their respective public statements may prove to be incorrect.
Non-GAAP Financial Measures
The
presentation included in Exhibit 99.1 hereto contains non-GAAP financial measures. These non-GAAP measures are provided to allow investors to more clearly evaluate the operating performance and business trends of CCE, CCIP and Black. Management uses
these non-GAAP measures to review results excluding items that are not necessarily indicative of ongoing results. The adjusted items are based on established defined terms and thresholds and represent all material items management considered for
year-over-year comparability.
3