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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
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|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
| | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 001-02217
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
(Full title of the plan)
THE COCA-COLA COMPANY
(Name of issuer of the securities held pursuant to the plan)
One Coca-Cola Plaza
Atlanta, Georgia 30313
(Address of the plan and address of issuer's principal executive offices)
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CARIBBEAN REFRESCOS, INC.
THRIFT PLAN
Financial Statements
For the Years Ended December 31, 2001 and 2000
Together With Independent Auditors' Report
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Financial Statements and Schedules
For the Years Ended December 31, 2001 and 2000
Table of Contents
Page
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Independent Auditors' Report 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Schedules
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Schedule H, line 4i - Schedule of Assets (Held at End of Year) 8
Schedule H, line 4j - Schedule of Reportable Transactions 9
To the Caribbean Refrescos, Inc.
Thrift Plan Committee
Caribbean Refrescos, Inc.
Cidra, Puerto Rico:
Independent Auditors' Report
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We have audited the accompanying statements of net assets available for benefits
of the Caribbean Refrescos, Inc. Thrift Plan (the "Plan") as of December 31,
2001 and 2000 and the related statement of changes in net assets available for
benefits for the year ended December 31, 2001. 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 auditing standards generally accepted
in the United States of America. 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 Caribbean
Refrescos, Inc. Thrift Plan as of December 31, 2001 and 2000 and the changes in
net assets available for benefits for the year ended December 31, 2001, 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 schedules of assets held
at end of year and reportable transactions are presented for purposes of
additional analysis and are not a required part of the basic financial
statements but are 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. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ BANKS, FINLEY, WHITE & CO.
June 7, 2002.
1
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
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ASSETS
Investments (Notes 3 and 4) $ 25,790,352 $ 32,425,089
Contributions receivable:
Employer 14,788 25,608
Participants 40,478 73,759
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Total contributions receivable 55,266 99,367
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NET ASSETS AVAILABLE FOR BENEFITS $ 25,845,618 $ 32,524,456
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The accompanying notes are an integral part of the financial statements.
2
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
For the Year Ended December 31, 2001
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividend income $ 325,559
Interest income 88,419
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Total investment income 413,978
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Contributions:
Employer 495,744
Participants 1,414,076
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Total contributions 1,909,820
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Total additions 2,323,798
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to Participants 2,278,465
Net depreciation in fair value of
investments (Note 3) 6,716,385
Administrative expenses 7,786
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Total deductions 9,002,636
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Net decrease in net assets available for benefits (6,678,838)
Net assets available for benefits, beginning of year 32,524,456
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NETS ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $ 25,845,618
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The accompanying notes are an integral part of the financial statements.
3
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Notes to Financial Statements
December 31, 2001 and 2000
NOTE 1 - DESCRIPTION OF PLAN
The Caribbean Refrescos, Inc. Thrift Plan (the "Plan") is a defined contribution
pension plan covering a majority of the employees of Caribbean Refrescos, Inc.
(the "Company"), a wholly-owned subsidiary of The Coca-Cola Company. The
election to contribute to the Plan by employees (the "Participants") is
voluntary. Participant contributions are in the form of payroll deductions with
the Company currently contributing an amount equal to 100% of the first 3% of
compensation contributed by a Participant, subject to certain limitations
specified by the Puerto Rico Income Tax Act of 1954, as amended.
Eligible employees can participate in the Plan after reaching age 18 and
completing three months of service. Participants may contribute to the Plan with
"Before Tax" dollars or "After Tax" dollars. "Before Tax" contributions are not
subject to current federal income taxes. Participants may contribute up to 13%
(10% on a "Before Tax" basis) of their annual compensation to the Plan. For
2001, the maximum "Before Tax" annual contribution amount was $8,000.
Participants may borrow, subject to certain limitations, from their account
balances. These loans may be taken from both "Before Tax" and "After Tax"
account balances.
All contributions are paid to a trustee and are invested as directed by
Participants and the Company. Participants may direct their contributions into
any of the following investment funds:
COMPANY STOCK FUND - Common stock of The Coca-Cola Company with some
moderate cash and/or cash equivalent holdings for liquidity purposes.
INVESCO CASH RESERVES FUND - A mutual fund investing primarily in money
market instruments that blend superior quality commercial paper with
the safest, high-quality government debt obligations available.
INVESCO BALANCED FUND - A mutual fund investing in a combination of
common stocks (normally 50% to 70% of the fund's total assets) and
investment grade fixed-income securities (normally 25% or more).
INVESCO SELECT INCOME FUND - A mutual fund investing primarily in bonds
and marketable debt securities of established companies. The fund may
also invest in securities issued by the U.S. government or its
agencies, bank Certificates of Deposit, and municipal obligations.
4
Notes to Financial Statements, Continued
NOTE 1 - DESCRIPTION OF PLAN, CONTINUED
INVESCO DYNAMICS FUND - A mutual fund investing primarily in common
stocks of rapidly growing mid-sized companies.
AIM BLUE CHIP FUND - A mutual fund investing in stocks of large
companies that are considered to be market leaders in their respective
sectors.
AIM GLOBAL GROWTH FUND - A mutual fund investing in stocks of large
well-established companies in the United States and abroad that show
strong earnings momentum.
All Company contributions are invested in common stock of The Coca-Cola Company
and are immediately vested to the Participants.
ADMINISTRATION
The Plan is administered by the Caribbean Refrescos, Inc. Thrift Plan Committee
(the "Committee") which, as administrator, has complete control of and sole
discretion over the administration of the Plan. Certain administrative expenses
of the Plan were paid by the Company. Administrative expenses paid by the Plan
during 2001 were $7,786.
VALUATION OF PARTICIPANTS' ACCOUNTS
Participants' account balances are valued based upon the number of units of each
investment fund owned by the Participants. Units are revalued on a daily basis
to reflect earnings and other transactions. Participants' account balances are
updated on a daily basis to reflect transactions affecting account balances.
PLAN TERMINATION
The Company expects the Plan to be continued indefinitely but reserves the right
to terminate the Plan or to discontinue its contributions to the Plan at any
time, by written document approved by the Committee. In the event of
termination, the Committee may either:
(a) continue the trust for as long as it considers advisable, or
(b) terminate the trust, pay all expenses from the trust fund, and
direct the payment of Participants' account balances, either
in the form of lump-sum distributions, installment payments,
or any other form selected by the Committee.
Additional information about the Plan is available from the Company's Human
Resources Department.
5
Notes to Financial Statements, Continued
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are maintained on an accrual basis.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires Plan management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.
VALUATION OF INVESTMENTS
All investments are stated at fair value. The investments in common stock of The
Coca-Cola Company and the mutual funds are determined at the quoted prices in
active markets at the last reported sales price on the last business day of the
Plan year. Participants' loans are valued based upon remaining unpaid principal
plus any accrued but unpaid interest.
RECLASSIFICATIONS
Certain reclassifications have been made for the prior year to conform to the
current year presentation.
NOTE 3 - INVESTMENTS
During 2001, the Plan's investments (including gains and losses on investments
bought and sold, as well as held during the year) depreciated in fair value (as
determined by quoted market price) by $6,716,385 as follows:
Common stock of The Coca-Cola Company $ 6,261,776
Mutual funds 454,609
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$ 6,716,385
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The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31 is as follows:
2001 2000
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Common stock of The Coca-Cola Company $ 21,319,580 $ 28,077,563
Investments in common stock of The Coca-Cola Company include both participant
and nonparticipant-directed investments.
6
Notes to Financial Statements, Continued
NOTE 4 - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the changes
in net assets relating to the nonparticipant-directed investments is as follows:
December 31, December 31,
2001 2000
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Net assets, at fair value:
Company Stock Fund $ 15,334,465 $ 20,236,586
Year ended
December 31, 2001
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Changes in net assets:
Contributions $ 495,744
Dividends 227,729
Interest 54,749
Net depreciation (4,404,844)
Distributions to Participants (1,273,674)
Administrative expenses (1,825)
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Net decrease in net assets ($ 4,902,121)
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NOTE 5 - TRANSACTIONS WITH PARTY-IN-INTEREST
During 2001, the Plan sold 8,595 shares of common stock of The Coca-Cola Company
for proceeds of $499,983, resulting in a gain of $301,751. Dividends earned by
the Plan on common stock of The Coca-Cola Company during 2001 were $325,559. As
of December 31, 2001 and 2000, the Plan held 452,165 and 460,760 shares of
common stock of The Coca-Cola Company with a fair market value of $21,319,580
and $28,077,563, respectively.
NOTE 6 - INCOME TAX STATUS
The Plan qualifies under Section 165(a) and (e) of the Puerto Rico Income Tax
Act of 1954 (the "Act"), as amended, and is, therefore, not subject to tax under
present income tax laws. Once qualified, the Plan is required to operate in
conformity with the Act in order to maintain its qualification. The Caribbean
Refrescos, Inc. Thrift Plan Committee and outside counsel in Puerto Rico believe
that the Plan is designed and being operated in material compliance with the
applicable requirements of the Act.
7
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
EIN: 66-0276572 PN: 001
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2001
(c) Description of investment
(b) Identity of issue, including maturity date,
borrower, lessor or rate of interest, collateral, (e) Current
(a) similar party par, or maturity value (d) Cost value
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SHORT-TERM INVESTMENTS:
Federated Government Obligation
Fund #5 742,453 units $ 742,453 $ 742,453
COMMON STOCK:
* The Coca-Cola Company 452,165 shares of common stock 10,428,586 21,319,580
MUTUAL FUNDS:
INVESCO 1,387,870 units of Cash Reserves Fund 1,601,551 1,601,551
INVESCO 18,987 units of Dynamics Fund 537,442 316,241
INVESCO 19,616 units of Balanced Fund 393,918 336,731
INVESCO 5,951 units of Select Income Fund 93,404 64,666
AIM Advisors, Inc. 63,104 units of Blue Chip Fund 994,640 774,223
AIM Advisors, Inc. 3,705 units of Global Growth Fund 138,156 127,913
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Total Mutual Funds 3,759,111 3,221,325
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PARTICIPANTS' LOANS:
Loans to Participants Loans with interest rates ranging from
7.25% to 10.50% N/A 506,994
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TOTAL ASSETS (HELD AT END OF YEAR) $ 14,930,150 $ 25,790,352
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* Party-in-interest
8
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
EIN: 66-0276572 PN: 001
Schedule H, line 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 2001
(b) Description of (h) Current
asset (include (f) Expense value (i) Net
(a) Identity interest rate and incurred of asset on gain
of party maturity in (c) Purchase (d) Selling (e) Lease with (g) Cost of transaction or
involved case of a loan) price price rental transaction asset date (loss)
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THERE WERE NO CATEGORY (i), (ii), (iii) OR (iv) REPORTABLE TRANSACTIONS DURING THE YEAR ENDED DECEMBER 31, 2001.
9
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the Caribbean Refrescos, Inc. Thrift Plan Committee has duly caused
this annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
(Name of Plan)
By: /s/ MARILYN FIGUEROA
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Marilyn Figueroa
Member, Caribbean Refrescos, Inc.
Thrift Plan Committee
Date: June 25, 2002
10
EXHIBIT INDEX
Exhibit No. Description
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23 Consent of Independent Auditors