================================================================ 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 THE COCA-COLA COMPANY THRIFT & INVESTMENT 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) ================================================================ THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN Financial Statements As of December 31, 2002 and 2001 and for the Year Ended December 31, 2002 Together with Independent Auditors' Report THE COCA-COLA COMPANY THRIFT & INVESTMENT 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) 11 Schedule H, line 4j - Schedule of Reportable Transactions 14 To The Coca-Cola Company Benefits Committee The Coca-Cola Company Atlanta, Georgia Independent Auditors' Report ---------------------------- We have audited the accompanying statements of net assets available for benefits of The Coca-Cola Company Thrift & Investment 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 Coca-Cola Company Thrift & Investment 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 1 THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN Statements of Net Assets Available for Benefits December 31, 2002 and 2001 2002 2001 ---- ---- ASSETS Investments (Notes 3 and 4) $1,348,419,648 $1,458,863,643 Accrued interest receivable 108,590 95,329 Due from broker for securities sold 128,599 - -------------- -------------- NET ASSETS AVAILABLE FOR BENEFITS $1,348,656,837 $1,458,958,972 ============== ============== The accompanying notes are an integral part of the financial statements. 2 THE COCA-COLA COMPANY THRIFT & INVESTMENT 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 $ 17,395,347 Interest income 10,387,093 ------------- Total investment income 27,782,440 ------------- Contributions: Employer 20,046,627 Participants 56,295,782 Rollovers from other qualified plans 3,110,001 ------------- Total contributions 79,452,410 ------------- Total additions 107,234,850 ------------- Deductions from net assets attributed to: - ---------------------------------------- Distributions to Participants 96,771,734 Net depreciation in fair value of investments (Note 3) 120,765,251 ------------- Total deductions 217,536,985 Net decrease in net assets available for benefits (110,302,135) Net assets available for benefits, beginning of year 1,458,958,972 -------------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $1,348,656,837 ============== The accompanying notes are an integral part of the financial statements. 3 THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN Notes to Financial Statements December 31, 2002 and 2001 Note 1 - Description of Plan - ---------------------------- General The Coca-Cola Company Thrift & Investment Plan (the "Plan") is a defined contribution pension plan covering a majority of the domestic employees of The Coca-Cola Company and its participating subsidiaries (the "Company"), with the exception of employees represented by bargaining units which have not negotiated coverage and others listed in the Plan document. Eligible employees may begin participating in the Plan upon hire with the Company. 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 Internal Revenue Code ("IRC"). 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 but are subject to Federal Insurance Contributions Act (FICA) taxes. "Before Tax" and "After Tax" contributions are limited in total to 25% of compensation, subject to certain limitations. Prior to May 1, 2002, "Before Tax" and "After Tax" contributions were limited in total to 15% of compensation, subject to certain limitations. For 2002, the maximum "Before Tax" annual contribution amount under the IRC was $11,000. As a result of the Economic Growth and Tax Relief Reconciliation Act (EGTRRA) of 2001, beginning on May 1, 2002, Participants who are age 50 or older by the end of the year may make additional "catch-up" contributions with "Before Tax" dollars provided certain plan or Internal Revenue Service limits have been met. For 2002, the maximum "catch-up" contribution amount was $1,000. All contributions are paid to a trustee and are invested as directed by Participants and The Coca-Cola Company. Participants may direct their contributions into any of 27 separate investment options, which include the following: Common stock of The Coca-Cola Company (formerly the Company Stock Fund) 4 Notes to Financial Statements (Continued) Note 1 - Description of Plan (Continued) - --------------------------------------- Government Fund -- A money market fund investing in securities issued by, or guaranteed by, the U.S. government, U.S. government agencies, and U.S. government-sponsored agencies. Retirement Preservation Trust (Blend) Fund -- A collective trust fund investing in Guaranteed Investment Contracts, obligations of U.S. government and U.S. government agency securities, and money market securities. Intermediate Term Bond Funds -- Four mutual funds investing in a diversified portfolio of bonds issued by U.S. and foreign companies as well as U.S. and foreign governments. Balanced Funds -- Three mutual funds investing in a targeted mixture of stocks and bonds. Large-Cap Stock Funds -- Seven mutual funds investing in a diversified portfolio of stocks and generally maintaining a median market capitalization in excess of $9 billion. Mid-Cap Stock Fund -- One mutual fund investing in a diversified portfolio of stocks and maintaining a median market capitalization between $2 billion and $9 billion. Small-Cap Stock Funds -- Four mutual funds investing in a diversified portfolio of stocks and maintaining a median market capitalization of less than $2 billion. International Stock Funds -- Five mutual funds investing in a diversified portfolio of stocks of companies located outside the U.S. or a combination of stocks of U.S. companies and foreign companies. All Company contributions are invested in common stock of The Coca-Cola Company. Participants are allowed to transfer rollover contributions from other qualified retirement plans or Individual Retirement Accounts into the Plan. Vesting Participants hired before April 1, 2002 are immediately vested in their salary deferral contributions, Company matching contributions and related earnings. Participants hired after March 31, 2002 are immediately vested in their salary deferral contributions and related earnings, while vesting in Company matching contributions is based on a graduated schedule over a three year period as follows: 33% after one year of service, 67% after two years of service and 100% after three years of service. Company matching contributions that are forfeited will be used to cover administrative costs of the Plan. 5 Notes to Financial Statements (Continued) Note 1 - Description of Plan (Continued) - ---------------------------------------- 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 accounts are updated on a daily basis to reflect transactions affecting account balances. Effective March 9, 2003, units in the Company Stock Fund were converted to shares of common stock of The Coca-Cola Company. The shares are revalued on a daily basis to reflect changes in fair value. Participant Loans Participants may borrow from their account balance subject to certain limitations. Pursuant to Section 402 of the Sarbanes-Oxley Act of 2002 (the "Act"), Participants who are "executive officers", as defined by the Act, are not allowed to borrow from their account balance. Participant loans may be taken from a combination of "Before Tax," "After Tax," and rollover account balances. The following applies to Participant loans: (a) The maximum amount that a Participant may borrow is the lesser of 50% of their account balance or $50,000. The $50,000 maximum is reduced by the Participant's highest outstanding loan balance on any loans during the preceding 12 months. (b) The minimum loan amount is $1,000. (c) The loan interest rate is the prime rate as published in The Wall Street Journal at the inception of the loan. (d) The loan repayment period is limited to 60 months for a general purpose loan and 180 months for a loan used to purchase or build a principal residence. Employee Stock Ownership Plan Effective March 1, 2002, the portion of the Plan invested in common stock of The Coca-Cola Company was designated as an employee stock ownership plan ("ESOP") within the meaning of Internal Revenue Code Section 4975(e)(7). Due to the new ESOP designation, Participants with investments in common stock of The Coca-Cola Company may elect to receive their entire dividend amount as a cash payment made directly to them rather than have the dividend amount reinvested in their Plan account. The total amount of dividends paid directly to Participants making this election was $764,153 during 2002. These dividends pass through the Plan to Participants and, therefore, are not included in dividend income on the Statement of Changes in Net Assets Available for Benefits. 6 Notes to Financial Statements (Continued) Note 1 - Description of Plan (Continued) - ---------------------------------------- Payment of Benefits Upon retirement, termination or disability, Participants may choose to receive payment from the Plan in a lump-sum distribution, installments or in partial payments (a portion paid in a lump sum, and the remainder paid later). Administration The Plan is administered by The Coca-Cola Company Benefits Committee (the "Committee") which, as administrator, has complete control of and sole discretion over the administration of the Plan. All administrative expenses of the Plan were paid by the Company during 2002. 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 approval from 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 Employee Benefits Department. Note 2 - 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. 7 Notes to Financial Statements (Continued) Note 2 - Significant Accounting Policies (Continued) - -------------------------------------------------- Valuation of Investments Short-term investments are stated at cost, which approximates fair value. The investments in common stock of The Coca-Cola Company and the mutual funds are stated at fair value based upon 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 balance plus any accrued but unpaid interest. The Guaranteed Investment Contracts within the Retirement Preservation Trust (Blend) Fund are reported at contract value, which is equivalent to fair value. Contract value represents contributions made under the contracts, plus earnings, less withdrawals and administrative expenses. These investment contracts are fully-benefit responsive, which means Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. Both the weighted-average yield and crediting interest rates for the contracts were 6.70% for 2002 and 6.66% for 2001. Note 3 - Investments - -------------------- The fair value of investments at December 31 is as follows: 2002 2001 ---- ---- Participant-directed investments $ 825,773,709 $ 882,196,188 Nonparticipant-directed investments 522,645,939 576,667,455 --------------- --------------- $ 1,348,419,648 $ 1,458,863,643 =============== =============== The fair value of individual investments that represent 5% or more of the Plan's net assets at December 31 is as follows: 2002 2001 ---- ---- Common stock of The Coca-Cola Company $ 988,729,132 $ 1,111,612,879 Retirement Preservation Trust $ 102,837,291 - S&P 500 Stock Fund $ 73,563,861 $ 90,123,601 Investments in common stock of The Coca-Cola Company include both participant-directed and nonparticipant-directed investments. The fair value of the Retirement Preservation Trust at December 31, 2001 was $70,035,957 and did not represent 5% or more of the Plan's net assets. 8 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 $120,765,251 as follows: Common stock of The Coca-Cola Company $ 71,100,444 Mutual funds 49,664,807 -------------- $ 120,765,251 ============== 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: Common stock of The Coca-Cola Company $ 522,645,939 $ 576,667,455 Year Ended December 31,2002 ---------------- Changes in net assets: Contributions $ 20,046,627 Dividends 9,115,565 Net depreciation (37,592,305) Distributions to Participants (38,697,238) Transfers to other investment funds (6,894,165) -------------- Net decrease in net assets $ (54,021,516) ============== 9 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 ------ ---------- ------------- Purchases 1,847,870 $ 91,884,933 - Sales 2,870,837 $ 143,668,218 $ 67,069,146 Dividends Received - $ 17,395,347 - In addition, the Plan held the following investments in common stock of The Coca-Cola Company: Shares Fair Value ------ ---------- December 31, 2002 22,553,128 $ 988,729,132 December 31, 2001 23,576,095 $1,111,612,879 The Plan's investments in the Retirement Preservation Trust, Government Fund, Small Cap Index Fund, Aggregate Bond Index Fund, International Index Fund, Basic Value Fund, Small Cap Value Fund, Fundamental Growth Fund, Long-Term Growth Fund, All-Equity Fund, and Growth and Income Fund, Retirement Reserves Fund, and Cash Management Account are managed by Merrill Lynch Investment Managers. Merrill Lynch Trust Company is the Trustee as defined by the Plan and, therefore, the transactions in these funds qualify as party-in-interest. Note 6 - Income Tax Status - -------------------------- The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code of 1986 (the "IRC") and is, therefore, not subject to tax under present income tax laws. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. On January 31, 2002, the Plan administrator filed a request with the Internal Revenue Service for a new determination letter. In response to this request, the Plan administrator obtained a determination letter on March 25, 2003, in which the Internal Revenue Service stated that the Plan, as designed at the time of filing the request, was in compliance with the applicable requirements of the IRC. The Plan has been amended subsequent to filing the request. However, the Plan administrator and the Plan's tax counsel believe the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. 10 THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN EIN: 58-0628465 PN: 002 Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2002
(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: * Merrill Lynch Investment Managers 102,837,291 units of Retirement Preservation Trust $ 102,837,291 $ 102,837,291 * Merrill Lynch Investment Managers 12,707,746 units of Government Fund 12,707,746 12,707,746 * Merrill Lynch Investment Managers 126,122 units of Retirement Reserves Fund 126,122 126,122 * Merrill Lynch Investment Managers 188,135 units of Cash Management Account 188,135 188,135 ------------- ------------- Total Short-Term Investments 115,859,294 115,859,294 ------------- ------------- COMMON STOCK: * The Coca-Cola Company 22,553,128 shares of common stock 528,324,239 988,729,132 MUTUAL FUNDS: AIM Advisors, Inc. 343,496 units of Blue Chip Fund 4,086,427 3,070,855 Ariel Capital Management, Inc. 276,955 units of Premier Bond Fund 2,895,865 2,941,259 Barclay's Global Investors 5,004,344 units of S&P 500 Stock Fund 93,374,348 73,563,861 Calvert Asset Management Co., Inc. 641,311 units of Income Fund 10,902,521 10,491,854 Davis Selected Advisers, L.P. 490,249 units of Venture Fund 12,240,715 10,265,804 Delaware Management Company 448,528 units of Delaware Trend Fund 7,677,812 6,342,183 The Dreyfus Corporation 64,609 units of Premier Third Century Fund 578,254 404,455 Federated Global Investment Mgt. Corp. 35,067 units of International Equity Fund 533,054 403,622 Fidelity Investments 132,020 units of Advisor Diversified International Fund 1,653,530 1,491,825 ING Investments, LLC 382,888 units of International Value Fund 5,018,413 3,939,918 * Party-in-interest ** Current value is equivalent to contract value for all Guaranteed Investment Contracts.
11 THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN EIN: 58-0628465 PN: 002 Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2002
(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** - --- --------------------- ----------------------------- -------- ----------- MUTUAL FUNDS (Continued): ING Investments, LLC 110,713 units of International Small Cap Fund 2,740,992 2,074,765 John Hancock Advisers, LLC 441,385 units of Small Cap Fund 7,587,545 5,071,509 * Merrill Lynch Investment Managers 4,178,413 units of Long-Term Growth Fund 35,155,489 28,454,990 * Merrill Lynch Investment Managers 1,315,816 units of All-Equity Fund 10,352,821 7,894,895 * Merrill Lynch Investment Managers 1,040,374 units of Growth and Income Fund 9,249,826 7,896,441 * Merrill Lynch Investment Managers 203,701 units of Small Cap Index Fund 2,067,180 1,686,647 * Merrill Lynch Investment Managers 846,710 units of Aggregate Bond Index Fund 9,020,221 9,271,479 * Merrill Lynch Investment Managers 122,896 units of International Index Fund 1,064,286 870,101 * Merrill Lynch Investment Managers 332,078 units of Basic Value Fund 9,555,423 7,757,338 * Merrill Lynch Investment Managers 601,945 units of Small Cap Value Fund 13,153,693 10,919,278 * Merrill Lynch Investment Managers 442,563 units of Fundamental Growth Fund 8,030,322 5,713,491 Pacific Investment Mgt. Co. (PIMCO) 935,826 units of Total Return Fund 9,920,598 9,985,266 Pioneer Investment Management, Inc. 90,517 units of Pioneer Fund 3,572,642 2,784,290 Pioneer Investment Management, Inc. 192,267 units of Small Company Fund 2,788,105 2,295,671 ----------- ----------- Total Mutual Funds 263,220,082 215,591,797 ----------- ----------- * Party-in-interest ** Current value is equivalent to contract value for all Guaranteed Investment Contracts.
12 THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN EIN: 58-0628465 PN: 002 Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2002
(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** - --- --------------------- ----------------------------- -------- ----------- GUARANTEED INVESTMENT CONTRACTS: New York Life 6.12% annual interest, due 11/17/2003 2,518,863 2,518,863 Union Bank of Switzerland 6.99% annual interest, due 6/1/2004 4,014,599 4,014,599 Westdeutsche Landesbank 6.80% annual interest, due 3/17/2003 3,365,467 3,365,467 ------------- -------------- Total Guaranteed Investment Contracts 9,898,929 9,898,929 ------------- -------------- PARTICIPANTS' LOANS: Loans to Participants Loans with interest rates ranging from 4.25% to 10.50% N/A 18,340,496 ------------- -------------- Total Assets (Held at End of Year) $ 917,302,544 $1,348,419,648 ============= ==============
* Party-in-interest ** Current value is equivalent to contract value for all Guaranteed Investment Contracts. 13 THE COCA-COLA COMPANY THRIFT & INVESTMENT 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) - ------------ ------------------- ----------- ----------- ---------- -------------- ----------- --------------- ----------- Category (iii) - Any transactions within the plan year involving securities of the same issue if within the plan year any series of transactions aggregate to more than 5% of the current value of plan assets at January 1, 2002. The Coca-Cola Company Common stock $29,126,752 - - $35,440 $29,162,192 $29,162,192 - The Coca-Cola Company Common stock - $45,591,403 - $54,662 $24,336,950 $45,646,065 $21,309,115 There were no category (i), (ii) or (iv) reportable transactions during the year ended December 31, 2002. Note: Participant-directed transactions are not required to be reported on this schedule. Therefore, the above transactions represent nonparticipant-directed transactions only.
14 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, The Coca-Cola Company Benefits Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN (Name of Plan) By: /s/ BARBARA S. GILBREATH --------------------------------- Barbara S. Gilbreath Member, The Coca-Cola Company Benefits Committee Date: June 27, 2003 15 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 Barbara S. Gilbreath and David M. Taggart, Members of The Coca-Cola Company Benefits Committee.