================================================================================
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, 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
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
For the Years Ended December 31, 2001 and 2000
Together with Independent Auditors' Report
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Financial Statements and Schedules
For the Years Ended December 31, 2001 and 2000
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 13
To the Corporate Retirement Plan
Administrative 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, 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 Coca-Cola
Company Thrift & Investment 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
THE COCA-COLA COMPANY THRIFT & INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
2001 2000
---- ----
ASSETS
Investments (Notes 3 and 4) $ 1,458,863,643 $ 1,924,109,881
Accrued interest receivable 95,329 76,740
--------------- ---------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,458,958,972 $ 1,924,186,621
=============== ===============
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, 2001
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Dividend income $ 17,837,491
Interest income 10,343,771
---------------
Total investment income 28,181,262
---------------
Contributions:
Employer 17,841,660
Participants 51,044,539
Rollovers from other qualified plans 978,054
---------------
Total contributions 69,864,253
---------------
Total additions 98,045,515
---------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to Participants 194,379,371
Net depreciation in fair value of
investments (Note 3) 368,893,793
---------------
Total deductions 563,273,164
---------------
Net decrease in net assets available for benefits (465,227,649)
Net assets available for benefits, beginning of year 1,924,186,621
---------------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF YEAR $ 1,458,958,972
===============
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, 2001 and 2000
NOTE 1 - DESCRIPTION OF PLAN
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.
Effective January 1, 2001, eligible employees can participate in the Plan upon
their date of hire or rehire with the Company. Prior to January 1, 2001,
eligible employees could participate after completing three months of service.
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
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 15% of
compensation. For 2001, the maximum "Before Tax" annual contribution amount
under the IRC was $10,500.
Participants may borrow from their account balance subject to certain
limitations. Participant loans may be taken from a combination of "Before Tax",
"After Tax" and rollover account balances.
All contributions are paid to a trustee and are invested as directed by
Participants and the Company. Effective January 1, 2001, Participants may direct
their contributions into any of 27 separate investment options. The individual
funds and/or fund categories are as follows:
COMPANY STOCK FUND - Common stock of The Coca-Cola Company with some
moderate cash and/or cash equivalent holdings for liquidity purposes.
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) - A collective trust investing in
Guaranteed Investment Contracts, obligations of U.S. government and
U.S. government agency securities, and money market securities. Prior
to April 1, 2001, this investment option was known as the Stable Value
Fund.
4
Notes to Financial Statements, Continued
NOTE 1 - DESCRIPTION OF PLAN, CONTINUED
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.
In addition, five LifePath Funds were available as investment options through
June 30, 2001. These funds maintained a diversified portfolio of common stocks
and bonds. Each fund was designed to maintain a level of risk appropriate to its
target date.
All Company contributions are invested in the Company Stock Fund and are
immediately vested to the Participants.
Participants are allowed to roll over account balances from other qualified
plans or Individual Retirement Accounts into the Plan. 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 Corporate Retirement Plan Administrative
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 2001.
5
Notes to Financial Statements, Continued
NOTE 1 - DESCRIPTION OF PLAN, CONTINUED
PARTICIPANTS' LOANS
The following applies to Participants' 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.
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' accounts 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 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 Participants' account balances, either in the form of
lump-sum distributions, installment payments, or any other form
selected by the Committee.
The description of the Plan presented above is as of December 31, 2001.
Additional information about the Plan is available from the Company's Employee
Benefits 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
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. Participants'
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) 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. The weighted-average yield and crediting interest
rates for the contracts were both approximately 6.66% for 2001 and 6.35% for
2000.
RECLASSIFICATIONS
Certain reclassifications have been made for the prior year to conform to the
current year presentation.
7
Notes to Financial Statements, Continued
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 $368,893,793 as follows:
Common stock of The Coca-Cola Company $ 345,188,404
Mutual funds 23,705,389
-------------
$ 368,893,793
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
---- ----
Common stock of The Coca-Cola Company $ 1,111,612,879 $ 1,567,657,645
S&P 500 Stock Fund $ 90,123,601 -
Investments in common stock of The Coca-Cola Company include both participant
and nonparticipant-directed investments.
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
------------ ------------
Net assets, at fair value:
Common stock of The Coca-Cola
Company $ 576,667,455 $ 753,372,896
Year ended
December 31, 2001
-----------------
Changes in net assets:
Contributions $ 17,841,660
Dividends 9,117,770
Net depreciation (126,979,637)
Distributions to Participants (71,355,689)
Intra-Plan transfers (5,329,545)
---------------
Net decrease in net assets ($ 176,705,441)
===============
8
Notes to Financial Statements, Continued
NOTE 5 - TRANSACTIONS WITH PARTIES-IN-INTEREST
During 2001, the Plan purchased 2,026,744 shares of common stock of The
Coca-Cola Company, in market and intra-Plan transactions, with a fair market
value of $98,072,123. During 2001, the Plan sold 4,176,524 shares of common
stock of The Coca-Cola Company for proceeds of $208,197,933, resulting in a gain
of $112,775,167. During 2001, dividends earned by the Plan on common stock of
The Coca-Cola Company were $17,837,491. As of December 31, 2001 and 2000, the
Plan held 23,576,095 and 25,725,875 shares of common stock of The Coca-Cola
Company with a fair market value of $1,111,612,879 and $1,567,657,645,
respectively.
The Plan's Retirement Preservation Trust (Blend), Government Fund, Small Cap
Index Fund, Agreggate Bond Index Fund, International Index Fund, Basic Value
Fund, Small Cap Value Fund and Fundamental Growth Fund 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.
The Plan obtained its latest determination letter on March 17, 1999, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the IRC. The Plan has been
amended since receiving the determination letter. The Plan administrator and
the Plan's tax counsel believe that the Plan is designed and being operated in
compliance with the applicable requirements of the IRC.
On January 31, 2002, the Plan administrator filed a request with the Internal
Revenue Service for a new determination letter.
9
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, 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**
--- ----------------------- --------------------------------- ------------- ----------------
SHORT-TERM INVESTMENTS:
* Merrill Lynch Investment Managers 70,035,957 units of Retirement Preservation
Trust $ 70,035,957 $ 70,035,957
* Merrill Lynch Investment Managers 9,920,808 units of Government Fund 9,920,808 9,920,808
* Merrill Lynch Investment Managers 6,884,958 units of Retirement Reserves Fund 6,884,958 6,884,958
* Merrill Lynch Investment Managers 402,741 units of Cash Management Account 402,741 402,741
------------- ---------------
Total Short-Term Investments 87,244,464 87,244,464
------------- -------------
COMMON STOCK:
* The Coca-Cola Company 23,576,095 shares of common stock 562,115,188 1,111,612,879
MUTUAL FUNDS:
AIM Advisors, Inc. 183,411 units of Blue Chip Fund 2,506,820 2,228,438
Ariel Capital Management, Inc. 85,907 units of Premier Bond Fund 881,103 878,829
Barclay's Global Investors 4,776,025 units of S&P 500 Stock Fund 92,244,504 90,123,601
Calvert Asset Management Co., Inc. 519,752 units of Income Fund 9,026,546 8,674,654
Davis Selected Advisers, L.P. 324,363 units of Venture Fund 8,646,858 8,248,545
Delaware Management Company 291,611 units of Delaware Trend Fund 5,277,996 5,170,263
The Dreyfus Corporation 36,099 units of Premier Third Century Fund 367,164 319,841
Federated Global Investment Mgt.
Corp. 18,878 units of International Equity Fund 327,436 284,297
Fidelity Investments 59,768 units of Advisor Diversified
International Fund 792,138 747,692
ING Investments, LLC 189,450 units of International Value Fund 2,719,229 2,436,332
* Party-in-interest
** Current value is equivalent to contract value for all Guaranteed Investment Contracts.
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, 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**
--- ----------------------- --------------------------------- ------------- ---------------
MUTUAL FUNDS, CONTINUED:
ING Investments, LLC 79,212 units of International Small Cap Fund $ 2,148,143 $ 1,791,782
John Hancock Advisers, LLC 213,832 units of Small Cap Fund 4,189,418 4,413,495
Mercury Advisers 4,808,034 units of Long-Term Growth Fund 41,096,978 39,329,715
Mercury Advisers 1,470,452 units of All-Equity Fund 11,960,315 11,322,479
Mercury Advisers 1,154,361 units of Growth and Income Fund 10,422,520 10,066,025
* Merrill Lynch Investment Managers 80,589 units of Small Cap Index Fund 837,030 848,605
* Merrill Lynch Investment Managers 332,706 units of Aggregate Bond Index Fund 3,500,146 3,493,416
* Merrill Lynch Investment Managers 46,405 units of International Index Fund 467,536 400,011
* Merrill Lynch Investment Managers 158,103 units of Basic Value Fund 4,999,272 4,629,244
* Merrill Lynch Investment Managers 267,434 units of Small Cap Value Fund 5,785,321 6,471,891
* Merrill Lynch Investment Managers 338,340 units of Fundamental Growth Fund 6,711,977 6,127,345
Pacific Investment Mgt. Co. (PIMCO) 325,033 units of Total Return Fund 3,435,461 3,399,851
Pioneer Investment Management, Inc. 58,488 units of Pioneer Fund 2,462,171 2,275,762
Pioneer Investment Management, Inc. 81,249 units of Small Company Fund 1,143,147 1,193,542
------------- -------------
Total Mutual Funds 221,949,229 214,875,655
------------- -------------
* 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, 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**
--- ----------------------- --------------------------------- ------------- ----------------
GUARANTEED INVESTMENT CONTRACTS:
Caisse des Depots 6.53% annual interest, due 6/30/2002 $ 8,000,067 $ 8,000,067
J.P. Morgan 7.17% annual interest, due 2/7/2003 4,011,679 4,011,679
New York Life 6.12% annual interest, due 11/17/2003 2,518,810 2,518,810
Union Bank of Switzerland 6.99% annual interest, due 6/1/2004 4,011,405 4,011,405
Westdeutsche Landesbank 6.80% annual interest, due 3/17/2003 5,024,964 5,024,964
Westdeutsche Landesbank 6.28% annual interest, due 4/25/2003 4,081,628 4,081,628
------------- ---------------
Total Guaranteed Investment Contracts 27,648,553 27,648,553
------------- ---------------
PARTICIPANTS' LOANS:
Loans to Participants Loans with interest rates ranging from
4.75% to 10.00% N/A 17,482,092
------------- ---------------
TOTAL ASSETS (HELD AT END OF YEAR) $ 898,957,434 $ 1,458,863,643
============= ===============
* 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 4j - Schedule of Reportable Transactions
For the Year Ended December 31, 2001
(b) Description of (h) Current
asset (include (f) Expense 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 TRANSACTION 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, 2001.
The Coca-Cola
Company Common stock $26,925,544 - - $33,886 $26,959,430 $26,959,430 -
The Coca-Cola
Company Common stock - $76,685,235 - $92,300 $35,189,229 $76,777,535 $41,588,306
THERE WERE NO CATEGORY (i), (ii) OR (iv) REPORTABLE TRANSACTIONS DURING THE YEAR ENDED DECEMBER 31, 2001.
13
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, The Coca-Cola Company Corporate Retirement Plan Administrative
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
Chairman, The Coca-Cola Company Corporate
Retirement Plan Administrative Committee
Date: June 25, 2002
14
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23 Consent of Independent Auditors