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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM 11-K
_____________
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
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
As of December 31, 2002 and 2001
and for the Year Ended December 31, 2002
Together With Independent Auditors' Report
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Financial Statements and Schedules
As of December 31, 2002 and 2001
and for the Year Ended December 31, 2002
Table of Contents
Page
----
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
----------------------
Schedule H, line 4i - Schedule of Assets (Held at End of Year) 10
Schedule H, line 4j - Schedule of Reportable Transactions 11
To the Thrift Plan Committee of
Caribbean Refrescos, Inc.
Caribbean Refrescos, Inc.
Cidra, Puerto Rico
Independent Auditors' Report
----------------------------
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,
2002 and 2001 and the related statement of changes in net assets available for
benefits for the year ended December 31, 2002. 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, 2002 and 2001 and the changes in
net assets available for benefits for the year ended December 31, 2002, 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 20, 2003
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Statements of Net Assets Available for Benefits
December 31, 2002 and 2001
2002 2001
---- ----
ASSETS
Investments (Notes 3 and 4) $ 23,663,246 $ 25,790,352
Contributions receivable:
Employer 12,472 14,788
Participants 30,980 40,478
------------ ------------
Total contributions receivable 43,452 55,266
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 23,706,698 $ 25,845,618
============ ============
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, 2002
Additions to net assets attributed to:
- -------------------------------------
Investment income:
Dividend income $ 357,526
Interest income 57,460
-----------
Total investment income 414,986
-----------
Contributions:
Employer 496,259
Participants 1,341,241
Rollovers from other qualified plans 24,883
-----------
Total contributions 1,862,383
-----------
Total additions 2,277,369
-----------
Deductions from net assets attributed to:
- ----------------------------------------
Distributions to Participants 2,599,612
Net depreciation in fair value of
investments (Note 3) 1,807,910
Administrative expenses 8,767
-----------
Total deductions 4,416,289
-----------
Net decrease in net assets available for benefits (2,138,920)
Net assets available for benefits, beginning of year 25,845,618
-----------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $23,706,698
===========
The accompanying notes are an integral part of the financial statements.
3
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Notes to Financial Statements
December 31, 2002 and 2001
Note 1 - Description of Plan
- ----------------------------
General
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. Eligible
employees may begin participating in the Plan after reaching age 18 and
completing three months of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions
The election to contribute to the Plan by employees ("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 imposed
by the Puerto Rico Income Tax Act of 1954, as amended.
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 2002, the maximum "Before Tax" annual
contribution amount was $8,000.
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 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 funds 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.
INVESCO Structured Small Cap Value Equity Trust -- A collective trust fund
investing primarily in stocks of small companies and seeking long-term
capital appreciation.
INVESCO International Equity Trust -- A collective trust fund investing in
securities of foreign companies.
INVESCO U.S. Government Securities Fund -- A mutual fund investing
primarily in a blended portfolio of U.S. Government securities and selected
federally chartered agency debt obligations.
AIM Blue Chip Fund -- A mutual fund investing in stocks of large companies
that are considered to be market leaders in their respective sectors. The
fund may invest up to 25% of assets in foreign securities.
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.
AIM Basic Value Fund -- A mutual fund normally investing at least 65% of
assets in stocks of U.S. companies with market capitalization of more than
$500 million, with the balance invested in stocks of smaller companies,
investment-grade convertibles, and U.S. Government securities. Up to 25% of
assets may be invested in foreign securities.
All Company contributions are invested in the Company Stock Fund and are
immediately vested to the Participants.
Participants are allowed to transfer rollover contributions from other qualified
retirement plans or Individual Retirement Accounts into the Plan.
Valuation of Participant Accounts
Participant account balances are valued based upon the number of units of each
investment fund credited to Participant accounts. Units are revalued on a daily
basis to reflect earnings and other transactions. Participant account balances
are updated on a daily basis to reflect transactions affecting account balances.
5
Notes to Financial Statements (Continued)
Note 1 - Description of Plan (Continued)
- ----------------------------------------
Participant Loans
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.
Payment of Benefits
Generally, payments from the Plan are made in a single lump sum upon a
Participant's retirement, termination or disability. However, if a Participant
dies, the surviving spouse or other designated beneficiary may choose to receive
payment from the Plan in up to 10 annual installments.
Administration
The Company is the named plan administrator as defined in ERISA Section
3(16)(A). However, the Thrift Plan Committee of Caribbean Refrescos, Inc. (the
"Committee"), on behalf of the Company and as designated in the Plan document,
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 2002 were $8,767.
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 Participant 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.
6
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. Participant loans are valued based upon remaining unpaid principal
plus any accrued but unpaid interest.
Note 3 - Investments
- --------------------
The fair value of investments at December 31 is as follows:
2002 2001
---- ----
Participant-directed investments $ 9,944,847 $ 10,455,887
Nonparticipant-directed investments 13,718,399 15,334,465
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$ 23,663,246 $ 25,790,352
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The fair value of individual investments that represent 5% or more of the Pla's
net assets at December 31 is as follows:
2002 2001
---- ----
Common stock of The Coca-Cola Company $ 19,515,595 $ 21,319,580
INVESCO Cash Reserves Fund $ 1,496,954 $ 1,601,551
Investments in common stock of The Coca-Cola Company include both
participant-directed and nonparticipant-directed investments.
7
Notes to Financial Statements (Continued)
Note 3 - Investments (Continued)
- ------------------------------
During 2002, 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 $1,807,910 as follows:
Common stock of The Coca-Cola Company $ 1,407,232
Mutual funds 391,784
Collective trust funds 8,894
-------------
$ 1,807,910
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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,
2002 2001
----------- ------------
Net assets, at fair value:
Company Stock Fund $ 13,705,927 $ 15,334,465
Year Ended
December 31, 2002
----------------
Changes in net assets:
Contributions $ 496,259
Dividends 245,263
Net depreciation (1,008,577)
Distributions to Participants (1,359,663)
Administrative expenses (1,820)
------------
Net decrease in net assets $ (1,628,538)
============
8
Notes to Financial Statements, Continued
Note 5 - Transactions with Party-in-Interest
- --------------------------------------------
During 2002, the Plan had the following transactions relating to common stock of
The Coca-Cola Company:
Shares Fair Value Realized Gain
------ ---------- -------------
Sales 7,010 $ 396,753 $ 235,077
Dividends Received - $ 357,526 -
The Plan did not purchase any common stock of The Coca-Cola Company during 2002.
In addition, the Plan held the following investments in common stock of The
Coca-Cola Company:
Shares Fair Value
------ ----------
December 31, 2002 445,155 $ 19,515,595
December 31, 2001 452,165 $ 21,319,580
Note 6 - Income Tax Status
- --------------------------
The Plan qualifies under Section 165(a) of the Puerto Rico Income Tax Act of
1954 (the Act), as amended, (for applicable tax years) and Section 1165(a) of
the Puerto Rico Internal Revenue Code of 1994, as amended, (for applicable tax
years) and is, therefore, not subject to tax under present income tax laws. Once
qualified, the Plan is required to operate in conformity with the applicable tax
requirements to maintain its qualification. The Plan obtained a determination
letter on October 19, 1990, in which the Puerto Rico Department of the Treasury
ruled that the Plan, as then designed, was in compliance with the applicable
requirements of the Act. The Plan has been amended subsequent to receiving this
determination letter. The Plan obtained letters on October 22, 1998 and
September 27, 2000, in which the Puerto Rico Department of the Treasury ruled
that the amendments do not affect the qualified status of the Plan. The Thrift
Plan Committee of Caribbean Refrescos, Inc. and the Company's tax counsel
believe the Plan is currently designed and being operated in material compliance
with the applicable tax requirements.
9
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
EIN: 66-0276572 PN: 001
Schedule H, line 4i - Schedule of Assets (Held at End of Year)
December 31, 2002
(c) Description of investment
(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
- --- --------------------- ----------------------------- -------- -----------
SHORT-TERM INVESTMENTS:
Federated Government Obligation
Fund #5 691,673 units $ 691,673 $ 691,673
COMMON STOCK:
* The Coca-Cola Company 445,155 shares of common stock 10,266,910 19,515,595
MUTUAL FUNDS:
INVESCO 1,496,954 units of Cash Reserves Fund 1,496,954 1,496,954
INVESCO 14,106 units of Dynamics Fund 308,280 150,372
INVESCO 19,357 units of Balanced Fund 317,527 232,090
INVESCO 19,212 units of Select Income Fund 107,284 99,904
INVESCO 25,808 units of U.S. Government Securities Fund 191,460 196,142
AIM Advisors, Inc. 66,271 units of Blue Chip Fund 965,666 592,464
AIM Advisors, Inc. 5,013 units of Global Growth Fund 104,340 62,257
AIM Advisors, Inc. 2,776 units of Basic Value Fund 80,147 60,686
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Total Mutual Funds 3,571,658 2,890,869
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COLLECTIVE TRUST FUNDS:
INVESCO 992 units of Structured Small Cap Value Equity Trust
64,052 55,212
INVESCO 6 units of International Equity Trust 92 93
----------- -----------
Total Collective Trust Funds 64,144 55,305
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PARTICIPANTS' LOANS:
Loans to Participants Loans with interest rates ranging from
5.25% to 10.50% N/A 509,804
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TOTAL ASSETS (HELD AT END OF YEAR) $14,594,385 $23,663,246
=========== ===========
* Party-in-interest
10
CARIBBEAN REFRESCOS, INC. THRIFT PLAN
Schedule H, line 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 2002
(b) Description of
assets (include (f) Expense (h) Current value
(a) Identity interest rate incurred of asset on
of party and maturity in (c) Purchase (d) Selling (e) Lease with (g) Cost of transaction (i) Net gain
involved case of a loan) price price rental transaction asset date or (loss)
- ------------ ------------------- ----------- ----------- ---------- -------------- ----------- --------------- -----------
There were no category (i), (ii), (iii) or (iv) reportable transactions during
the year ended December 31, 2002.
11
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Thrift Plan Committee of Caribbean Refrescos, Inc. 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
-----------------------------------
MARILYN FIGUEROA
Chairman, Thrift Plan Committee of
Caribbean Refrescos, Inc.
Date: June 27, 2003
12
EXHIBIT INDEX
Exhibit No. Description
- ---------- -----------
23 Consent of Independent Auditors
99 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
executed by Marilyn Figueroa and Nelson Ramos, Members of the
Thrift Plan Committee of Caribbean Refrescos, Inc.
13