EXHIBIT 13.1


FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


   The Coca-Cola  Company exists to benefit and refresh  everyone who is touched
by our business.  We believe that our success  ultimately depends on our ability
to build and nurture  relationships  with constituents that are essential to our
business:  consumers,  customers,  bottlers,  partners,  government authorities,
communities, employees and share owners. To this end, our Company has adopted an
overriding  strategy of "Think local, act local," applicable  to  virtually  all
aspects of our business. This strategy is designed to put the responsibility and
accountability for ensuring local relevance and maximizing business  performance
in the hands of those  closest to the  market.  This  enables us to achieve  our
objectives of increasing volume,  expanding our share of worldwide  nonalcoholic
ready-to-drink  beverage sales, maximizing our long-term cash flows and creating
economic value added by improving economic profit. We pursue these objectives by
strategically  investing in the high-return  beverage business and by optimizing
our cost of capital through appropriate financial  strategies.
   There are over 6 billion  people in the world who decide every day whether or
not to buy our products. Each of these people represents a potential consumer of
our  Company's  products.  As we increase  consumer demand for our  portfolio of
brands, we produce growth throughout the Coca-Cola system. This growth typically
comes in the form of increased  finished  product  purchases  by our  consumers,
increased  finished product sales by our customers,  increased case sales by our
bottling partners and increased gallon sales by our Company.
   The Coca-Cola  system has millions of customers  around the world who sell or
serve our products directly to consumers. We keenly focus on enhancing value for
these customers and providing solutions to grow their beverage  businesses.  Our
approach includes  understanding each customers business and needs, whether that
customer is a sophisticated  retailer in a developed  market or a kiosk owner in
an emerging market.

INVESTMENTS
- -----------
   With a business  system that  operates  locally in nearly 200  countries  and
generates superior cash flows, we consider our Company to be uniquely positioned
to  capitalize  on  profitable  investment   opportunities.   Our  criteria  for
investment  are simple:  New  investments  must  directly  enhance our  existing
operations  and must be expected to provide  cash  returns that exceed our long-
term,  after-tax,  weighted-average  cost of  capital,  currently  estimated  at
approximately 11 percent.
   Because it consistently  generates high returns,  the beverage  business is a
particularly  attractive  investment for us. In highly  developed  markets,  our
expenditures  focus primarily on marketing our Company's brands. In emerging and
developing  markets,  our  objective  is to  increase  the  penetration  of  our
products. In these markets, we allocate most of our investments to enhancing our
brands and infrastructure such as production facilities,  distribution networks,
sales equipment and technology.  We make these  investments by forming strategic
business  alliances with local bottlers and by matching local expertise with our
experience,  resources  and  focus.  Our  investment  strategy  focuses  on four
fundamental  components  of our  business:  people,  marketing,  brands  and our
bottling system.

PEOPLE
   To meet our long-term growth objectives,  we recruit and actively cultivate a
diverse workforce and establish a culture that fosters learning,  innovation and
value creation on a daily basis. This means maintaining and refining a corporate
culture  that  encourages  our  people to develop  to their  fullest  potential,
assuring  enjoyment and  satisfaction  in the Coca-Cola  work  environment.  Our
Company values the uniqueness of all employees and the contributions they make.

MARKETING
   We make significant investments in marketing to support our brands. Marketing
investments  enhance consumer awareness and increase consumer preference for our
brands. This produces long-term growth in volume, per capita consumption and our
share of worldwide nonalcoholic ready-to-drink beverage sales.
   We  heighten  consumer  awareness  and  product  appeal for our brands  using
integrated marketing programs.  Through our relationships with bottling partners
and those who sell our  products  in the  marketplace,  we create and  implement
these programs locally. In developing a strategy for a Company brand, we conduct
product and packaging  research,  establish brand  positioning,  develop precise
consumer communications and solicit consumer feedback. Our integrated global and
local marketing programs include  activities such as advertising,  point-of-sale
merchandising and sales promotions.

BRANDS

    We  compete  in the  nonalcoholic  ready-to-drink  beverage  business.  Our
offerings in this category  include some of the world's most valuable  brands --
239 in all. These include soft drinks and noncarbonated beverages such as sports
drinks,  juice and juice drinks, water products,  teas and coffees.  Ultimately,
consumer demand determines the Company's optimal brand portfolio.  Employing the
"Think  local,  act  local"  business  strategy  with a  special  focus on brand
Coca-Cola, the Company seeks to build its existing brands and, at the same time,
to broaden its historical portfolio of brands. As discussed earlier, to meet our
long-term  growth  objectives,  we make  significant  investments to support our
brands.  This involves  investments to support existing  brands,  to develop new
global or local brands, and to acquire global or local brands, when appropriate.


                                       33



FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


BOTTLING SYSTEM
   Our Company has  business  relationships  with three types of  bottlers:  (1)
independently  owned  bottlers,  in which  we have no  ownership  interest;  (2)
bottlers in which we have invested and have a noncontrolling ownership interest;
and (3)  bottlers in which we have  invested  and have a  controlling  ownership
interest.
   During 2000, independently owned bottling operations produced and distributed
approximately 25 percent of our worldwide unit case volume. Bottlers in which we
own a noncontrolling  ownership interest produced and distributed  approximately
59 percent of our 2000  worldwide  unit case  volume.  Controlled  bottling  and
fountain operations  produced and distributed  approximately 16 percent.
   We view  certain  bottling  operations  in  which  we  have a  noncontrolling
ownership   interest  as  key  or  anchor   bottlers   due  to  their  level  of
responsibility  and  performance.  The strong  commitment of both key and anchor
bottlers to their own profitable volume growth helps us meet our strategic goals
and  furthers  the  interests  of our  worldwide  production,  distribution  and
marketing systems.  These bottlers tend to be large and geographically  diverse,
with strong financial  resources for long-term  investment and strong management
resources.  These  bottlers give us strategic  business  partners on every major
continent.
   In 1998,  Coca-Cola Amatil Limited (Coca-Cola Amatil) completed a spin-off of
its European  operations  into a new,  publicly  traded European anchor bottler,
Coca-Cola  Beverages plc (Coca-Cola  Beverages).  On December 31, 1999, we owned
approximately  50.5 percent of Coca-Cola  Beverages.  In July 2000, a merger of
Coca-Cola  Beverages and Hellenic  Bottling Company S.A. was completed to create
Coca-Cola HBC S.A. (CCHBC).  This merger resulted in a decrease of our Company's
equity ownership interest from approximately 50.5 percent of Coca-Cola Beverages
to  approximately  24 percent of the  combined  entity,  CCHBC.  This  change in
ownership  resulted in the Company  recognizing a $118 million  tax-free noncash
gain in the third quarter of 2000.
   In January  1999,  two  Japanese  bottlers,  Kita Kyushu  Coca-Cola  Bottling
Company Ltd. and Sanyo Coca-Cola  Bottling  Company Ltd.,  announced plans for a
merger to become a new, publicly traded bottling  company,  Coca-Cola West Japan
Company  Ltd. The  transaction,  which was  completed in July 1999,  created our
first anchor bottler in Japan. We currently own  approximately 5 percent of this
bottler.
   Historically, in certain situations, we have viewed it to be advantageous for
our Company to acquire a controlling  interest in a bottling  operation.  Owning
such a  controlling  interest  has allowed us to  compensate  for limited  local
resources  and has  enabled us to help focus the  bottler's sales and  marketing
programs,  assist in  developing  its  business  and  information  systems,  and
establish appropriate capital structures.
   In separate transactions during the first half of 2000, our Company purchased
two bottlers in Brazil, Companhia Mineira de Refrescos,  S.A., and Refrigerantes
Minas Gerais Ltda. In October 2000, the Company  purchased a 58 percent interest
in Paraguay Refrescos S.A. (Paresa), a bottler located in Paraguay.  In December
2000, the Company made a tender offer for the remaining 42 percent of the shares
in Paresa.  In January 2001,  we completed  the tender  offer.  We currently own
approximately 95 percent of Paresa.
   In July 1999,  our Company  acquired  from Fraser and Neave  Limited its 75
percent ownership  interest in F&N Coca-Cola Pte Limited (F&N Coca-Cola).  Prior
to the  acquisition,  our  Company  held a 25  percent  equity  interest  in F&N
Coca-Cola.  Acquisition of Fraser and Neave  Limited's 75 percent stake gave our
Company  full  ownership  of F&N  Coca-Cola.  F&N  Coca-Cola  holds  a  majority
ownership in bottling  operations  in Brunei,  Cambodia,  Nepal,  Pakistan,  Sri
Lanka, Singapore and Vietnam.
   In line  with our  long-term  bottling  strategy,  we  periodically  consider
options for  reducing  our  ownership  interest  in a bottler.  One option is to
combine our bottling  interests  with the  bottling  interests of others to form
strategic  business  alliances.  Another  option  is to sell our  interest  in a
bottling  operation  to one of our equity  investee  bottlers.  In both of these
situations,  we continue  participating  in the  bottler's earnings  through our
portion of the equity investee's income.
   As stated  earlier,  our  investments  in a bottler  can  represent  either a
noncontrolling or a controlling interest.  Through noncontrolling investments in
bottling  companies,  we provide  expertise and  resources to  strengthen  those
businesses.  During 2000, the Company entered into a joint venture in China with
China  National  Oils  and  Foodstuffs   Imports/Exports   Corporation  (COFCO),
completion of which is subject to satisfaction of certain  conditions.  COFCO is
contributing  to the joint venture its minority  equity  interests in 11 Chinese
bottlers.  Our  Company is  contributing  its equity  interests  in two  Chinese
bottlers plus cash in exchange for a 35 percent equity interest in the venture.
   In 1999,  we  increased  our  interest  in  Embotelladora  Arica S.A.  (since
renamed  Coca-Cola  Embonor  S.A.),  a  bottler  headquartered  in  Chile,  from
approximately 17 percent to approximately 45 percent.
   Bottlers in which we have a noncontrolling  ownership  interest are accounted
for under  the cost or equity  method  as  appropriate.  Equity  income or loss,
included  in our  consolidated  net  income,  represents  our  share  of the net
earnings or losses of our investee  companies.  In 2000, our Company's  share of
losses from equity method investments totaled $289 million.

                                       34




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


   The following  table  illustrates  the difference in calculated  fair values,
based on quoted  closing  prices of publicly  traded  shares, and our  Company's
carrying values for selected equity method investees (in millions):





                                      Fair       Carrying
December 31,                         Value          Value         Difference{1}
- --------------------------------------------------------------------------------
                                                           
2000
- ----
Coca-Cola Enterprises Inc.          $3,210           $707           $2,503
Coca-Cola Amatil Limited               965            617              348
Coca-Cola FEMSA,
  S.A. de C.V.                         957            152              805
Coca-Cola HBC S.A.                     851            758               93
Panamerican
  Beverages, Inc.                      435            487              (52)
Grupo Continental, S.A.                176            139               37
Embotelladoras Argos S.A.               97            113              (16)
Coca-Cola Bottling Company
  Consolidated                          94             66               28
Coca-Cola Embonor S.A.                  90            227             (137)
Embotelladoras Polar S.A.               27             54              (27)
- --------------------------------------------------------------------------------
                                                                    $3,582
================================================================================

</FN>

{1} In instances where carrying value exceeds fair value, the decline in
value is considered to be temporary.
</FN>


FINANCIAL STRATEGIES
- --------------------
The following strategies allow us to optimize our cost of capital,
increasing our ability to maximize share-owner value.

DEBT FINANCING
   Our Company maintains debt levels we consider prudent based on our cash flow,
interest  coverage and  percentage of debt to capital.  We use debt financing to
lower our overall cost of capital,  which  increases our return on share-owner's
equity.
   Our capital  structure and financial  policies have earned  long-term  credit
ratings of "A+" from  Standard & Poor's  and "Aa3"  from  Moody's,  and a credit
rating of "A-1" and "P-1" for our  commercial  paper  programs  from  Standard &
Poor's and Moody's, respectively.
   Our global  presence and strong  capital  position give us easy access to key
financial  markets  around  the  world,  enabling  us to raise  funds with a low
effective cost. This posture,  coupled with the active  management of our mix of
short-term and long-term debt, results in a lower overall cost of borrowing. Our
debt management policies,  in conjunction with our share repurchase programs and
investment activity,  typically result in current liabilities  exceeding current
assets.
   In managing  our use of debt  capital,  we consider the  following  financial
measurements and ratios:





Year Ended December 31,                 2000            1999              1998
- --------------------------------------------------------------------------------
                                                                 

Net debt (in billions)                  $3.9            $4.5              $3.3
Net debt-to-net capital                  29%             32%               28%
Free cash flow to net debt               72%             52%               57%
Interest coverage                        12x             14x               19x
Ratio of earnings to
  fixed charges                         8.7x            11.6x             17.3x
- --------------------------------------------------------------------------------



SHARE REPURCHASES
   In October 1996, our Board of Directors authorized a plan to repurchase up to
206 million shares of our Company's common stock through the year 2006. In 2000,
we did not  repurchase  any  shares  under  the 1996  plan.  This was due to our
utilization of cash for an  organizational  Realignment  (the  Realignment),  as
discussed  under the heading "Other  Operating  Charges," and the impact on cash
from the  reduction in  concentrate  inventory  levels by certain  bottlers,  as
discussed  under the  heading  "Volume."  In December  2000,  we  announced  our
intention to reinitiate share repurchases in 2001 under the 1996 plan.
  In 1999, we did not  repurchase  any shares under the 1996 plan due primarily
to our  utilization  of cash for  brand  and  bottler  acquisitions.  Since  the
inception of our initial  share  repurchase  program in 1984 through our current
program as of December 31, 2000, we have repurchased more than 1 billion shares.
This  represents 32 percent of the shares  outstanding as of January 1, 1984, at
an average price per share of $12.46.

DIVIDEND POLICY
   At its February  2001  meeting,  our Board of Directors  again  increased our
quarterly  dividend,  raising  it to $.18 per  share.  This is  equivalent  to a
full-year  dividend of $.72 in 2001, our 39th consecutive  annual increase.  Our
annual  common stock  dividend  was $.68 per share,  $.64 per share and $.60 per
share in 2000, 1999 and 1998, respectively.
   In 2000, our dividend  payout ratio was  approximately  77 percent of our net
income,  reflecting the impact of other operating charges and nonrecurring items
recorded in 2000 as well as the impact of the reduction in concentrate inventory
levels by certain  bottlers  during 2000.  Detailed  discussions  of these other
operating  charges  and  nonrecurring  items  follow  under  the  heading "Other
Operating Charges" and in Note 15,  respectively.  A discussion of the inventory
reduction  appears under the heading  "Volume." Our dividend  payout ratio would
have been  approximately 45 percent excluding these items. To free up additional
cash  for  reinvestment  in our  high-return  beverage  business,  our  Board of
Directors  intends to gradually  reduce our dividend  payout ratio to 30 percent
over time.

                                       35




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


FINANCIAL RISK MANAGEMENT
- -------------------------
   Our Company uses  derivative  financial  instruments  primarily to reduce our
exposure to adverse  fluctuations  in interest rates and foreign  exchange rates
and, to a lesser  extent,  adverse  fluctuations  in commodity  prices and other
market risks. We do not enter into derivative financial  instruments for trading
purposes. As a matter of policy, all our derivative positions are used to reduce
risk by hedging an underlying economic exposure. Because of the high correlation
between the hedging instrument and the underlying exposure,  fluctuations in the
value of the instruments are generally offset by reciprocal changes in the value
of  the  underlying  exposure.   The  derivatives  we  use  are  straightforward
instruments with liquid markets.
   Our Company  monitors our exposure to  financial  market risks using  several
objective   measurement  systems,   including   value-at-risk  models.  For  the
value-at-risk  calculations  discussed  below,  we used a historical  simulation
model to estimate potential future losses our Company could incur as a result of
adverse movements in foreign currency and interest rates. We have not considered
the  potential  impact of favorable  movements in foreign  currency and interest
rates on our  calculations.  We  examined  historical  weekly  returns  over the
previous 10 years to calculate our value at risk. Our value-at-risk calculations
do not represent actual losses that our Company expects to incur.

FOREIGN CURRENCY
   We manage most of our foreign  currency  exposures on a  consolidated  basis,
which  allows us to net  certain  exposures  and take  advantage  of any natural
offsets.  With  approximately  72 percent  of 2000  operating  income  generated
outside the United States,  weakness in one particular  currency is often offset
by strengths in others over time. We use  derivative  financial  instruments  to
further reduce our net exposure to currency fluctuations.
   Our Company  enters into forward  exchange  contracts and purchases  currency
options  (principally  Euro and  Japanese  yen) to hedge  firm sale  commitments
denominated  in  foreign   currencies.   We  also  purchase   currency   options
(principally Euro and Japanese yen) to hedge certain anticipated sales. Premiums
paid and realized gains and losses, including those on any terminated contracts,
are  included in prepaid  expenses and other  assets.  These are  recognized  in
income,  along with unrealized  gains and losses,  in the same period we realize
the hedged transactions.  Gains and losses on derivative  financial  instruments
that are designated and effective as hedges of net investments in  international
operations  are  included  in   share-owners'   equity  as  a  foreign  currency
translation adjustment, a component of other comprehensive income.
   Our  value-at-risk   calculation  estimates  foreign  currency  risk  on  our
derivatives  and  other  financial  instruments.   The  average  value  at  risk
represents  the simple  average of quarterly  amounts for the past year. We have
not included in our calculation the effects of currency movements on anticipated
foreign currency denominated sales and other hedged  transactions.  We performed
calculations  to estimate the impact to the fair values of our  derivatives  and
other financial  instruments  over a one-week  period  resulting from an adverse
movement in foreign currency exchange rates. As a result of our calculations, we
estimate with 95 percent  confidence  that the fair values would decline by less
than $45  million  using 2000  average  fair values and by less than $37 million
using  December 31, 2000,  fair values.  On December 31, 1999,  we estimated the
fair value would decline by less than $56 million. However, we would expect that
any loss in the fair value of our derivatives  and other  financial  instruments
would  generally  be offset by an increase  in the fair value of our  underlying
exposures.

INTEREST RATES
   Our Company  maintains our  percentage of fixed and variable rate debt within
defined  parameters.  We enter into interest rate swap  agreements that maintain
the fixed-to-variable mix within these parameters.  We recognize any differences
paid or received on interest  rate swap  agreements as  adjustments  to interest
expense over the life of each swap.  Our Company also enters into  interest rate
cap agreements  that may entitle us to receive from a financial  institution the
amount,  if any, by which our interest payments on our variable rate debt exceed
prespecified interest rates through 2004.
   Our value-at-risk calculation estimates interest rate risk on our derivatives
and other financial instruments. The average value at risk represents the simple
average of quarterly  amounts for the past year.  According to our calculations,
we estimate  with 95 percent  confidence  that any  increase in our net interest
expense due to an adverse  move in our 2000 average or in our December 31, 2000,
interest  rates over a one-week  period would not have a material  impact on our
Consolidated Financial Statements.  Our December 31, 1999, estimate also was not
material to our Consolidated Financial Statements.


PERFORMANCE TOOLS
- -----------------
   Economic  profit  provides a  framework  by which we measure the value of our
actions. We define economic profit as income from continuing  operations,  after
giving  effect to taxes and  excluding  the effects of interest,  in excess of a
computed  capital  charge for average  operating  capital  employed.  We seek to
maximize economic profit by strategically  investing in the high-return beverage
business and by optimizing  our cost of capital  through  appropriate  financial
strategies.


TOTAL RETURN TO SHARE OWNERS
- ----------------------------
   Our Company has  provided  share  owners  with an  excellent  return on their
investments  over the past decade.  A $100  investment in our  Company's  common
stock on December 31, 1990, together with reinvested  dividends,  grew in pretax
value to  approximately  $588 on December 31, 2000, an average  annual  compound
return of 19 percent.

                                       36




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


MANAGEMENT'S DISCUSSION AND ANALYSIS

OUR BUSINESS
- ------------
   We  are  the  world's leading  manufacturer,   marketer  and  distributor  of
nonalcoholic beverage concentrates and syrups. Our Company manufactures beverage
concentrates and syrups and, in certain instances,  finished beverages, which we
sell to bottling and canning  operations,  authorized  fountain  wholesalers and
some fountain  retailers.  We also market and distribute  juice and  juice-drink
products.  In addition,  we have  ownership  interests in numerous  bottling and
canning operations.


VOLUME
- ------
   We measure our sales volume in two ways:  (1) gallon sales and (2) unit cases
of finished  products.  Gallon sales represent our primary  business and measure
the  volume of  concentrates  and  syrups we sell to our  bottling  partners  or
customers,  plus the  gallon  sales  equivalent  of the juice and  juice-drink
products sold by The Minute Maid Company. Most of our revenues are based on this
measure of "wholesale" activity.  We also  measure  volume in unit cases,  which
represent  the amount of finished  products we and our  bottling  system sell to
customers.  We believe unit case volume more accurately  measures the underlying
strength of our business  system because it measures trends at the retail level.
In both  measures we include  fountain  syrups sold by the Company to  customers
directly or through wholesalers or distributors.
   Our  worldwide  unit case volume  increased 4 percent in 2000,  on top of a
2 percent  increase in 1999. The increase in unit case volume reflects improving
global  economic  conditions and successful  implementation  of local  marketing
programs.  Our business  system sold 17.1  billion unit cases in 2000.
   In 2000,  certain bottlers reduced their concentrate  inventory levels.  This
was based on a joint review performed by the Company and our bottlers around the
world  in  order  to  determine  the  optimum   level  of  bottler   concentrate
inventories.  The joint review established that opportunities  existed to reduce
the level of concentrate inventory carried by bottlers in various regions of the
world.  During  the  first  half of  2000,  bottlers  in these  regions  reduced
concentrate  inventory  levels,  the majority of which occurred during the first
three months of 2000.


OPERATIONS
- ----------
NET OPERATING REVENUES AND GROSS MARGIN
   In 2000, on a consolidated  basis,  our net operating  revenues and our gross
profit each grew 3 percent.  The growth in net operating  revenues was primarily
due to improved business  conditions and price increases in selected  countries.
This  growth was  partially  offset by the  negative  impact of a stronger  U.S.
dollar and the inventory reduction by certain bottlers.  Our gross profit margin
of 69.7 percent remained unchanged in 2000 compared to 1999.
   In 1999, on a consolidated  basis,  our net operating  revenues and our gross
profit grew 5 percent and 4 percent,  respectively.  The growth in net operating
revenues  was  primarily  due  to  price  increases  in  certain  markets,   the
consolidation  in 1999 of our  bottling  operations  in  India  and our  vending
operations in Japan,  partially  offset by the impact of a stronger U.S. dollar,
and the sale of our previously  consolidated  bottling and canning operations in
Italy in June 1998.
   Our  gross  profit margin  in 1999  decreased  slightly to 69.7 percent from
70.4 percent in 1998. This was primarily due to the consolidation in 1999 of our
bottling operations in India and our vending operations in Japan. Generally, the
consolidation of bottling and vending operations shifts a greater portion of our
net  revenues to the  higher-revenue,  but  lower-margin,  bottling  and vending
operations.

SELLING, ADMINISTRATIVE AND GENERAL EXPENSES
   Selling expenses  totaled $7,432 million in 2000,  $7,266 million in 1999 and
$6,552  million  in 1998.  The  increase  in 2000 was  primarily  due to  higher
marketing  expenditures  in line with the Company's  unit case volume growth and
the  consolidation  in 2000 of F&N Coca-Cola.  Additionally,  as a result of the
gain  recognized  in the  third  quarter  of 2000 from the  merger of  Coca-Cola
Beverages and Hellenic Bottling Company S.A.,  discussed in "Other Income-Net,"
the  Company  invested   approximately  $30  million  in  incremental  marketing
initiatives  in CCHBC  regions.  The increase in 1999 was  primarily  due to the
temporary  product  withdrawal in Belgium and France and marketing  expenditures
associated with brand-building activities.
   Administrative  and general expenses  totaled $1,688 million in 2000,  $1,735
million in 1999 and $1,659 million in 1998. The decrease in 2000 was primarily a
result of savings realized from the Realignment initiated in 2000, offset by the
consolidation in 2000 of F&N Coca-Cola.  See discussion under the heading "Other
Operating Charges"  for a more  complete  description  of the  Realignment.  The
increase  in 1999 was  primarily  related  to the  consolidation  in 1999 of our
bottling operations in India and our vending operations in Japan.
   Administrative  and  general  expenses,  as a  percentage  of  net  operating
revenues,  totaled  approximately  8 percent  in 2000,  9 percent  in 1999 and
9 percent in 1998.

OTHER OPERATING CHARGES
   During 2000, we recorded total nonrecurring  charges of approximately  $1,443
million.  Of this $1,443  million,  approximately  $405  million  related to the
impairment  of  certain   bottling,   manufacturing   and   intangible   assets;
approximately  $850 million related to the Realignment;  and approximately  $188
million related to the settlement terms of a class action discrimination lawsuit
and a donation to The Coca-Cola Foundation.

                                       37




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


   In the first quarter of 2000,  we recorded  charges of  approximately  $405
million  related  to the  impairment  of  certain  bottling,  manufacturing  and
intangible  assets,  primarily  within our  Indian  bottling  operations.  These
impairment  charges were recorded to reduce the carrying value of the identified
assets to fair  value.  Fair value was  derived  using cash flow  analysis.  The
assumptions  used in the cash flow analysis were  consistent  with those used in
our internal  planning  process.  The assumptions  included  estimates of future
growth in unit cases,  estimates  of gross  margins,  estimates of the impact of
exchange  rates and  estimates of tax rates and tax  incentives.  The charge was
primarily  the result of our  revised  outlook  for the Indian  beverage  market
including the future expected tax environment.  The remaining  carrying value of
long-lived  assets  within our Indian  bottling  operations,  immediately  after
recording the impairment charge, was approximately $300 million.
   In the first quarter of 2000, the Company  initiated the  Realignment,  which
reduced our workforce around the world and transferred responsibilities from our
corporate headquarters to local  revenue-generating  operating units. The intent
of the Realignment  was to effectively  align our corporate  resources,  support
systems and business  culture to fully  leverage the local  capabilities  of our
system.
   Employees  have  been  separated  from  almost  all  functional  areas of the
Company's  operations, and  certain  activities  have been  outsourced  to third
parties.  The total number of employees  separated as of December 31, 2000,  was
approximately  5,200.  Employees  separated  from the Company as a result of the
Realignment were offered severance or early retirement packages, as appropriate,
which  included both  financial and  nonfinancial  components.  The  Realignment
expenses  included costs  associated with  involuntary  terminations,  voluntary
retirements and other direct costs associated with implementing the Realignment.
Other direct  costs  included  repatriating  and  relocating  employees to local
markets; asset write-downs;  lease cancellation costs; and costs associated with
the  development,  communication  and  administration  of  the  Realignment.  We
recorded total charges of approximately $850 million related to the Realignment.
During the year, the Company achieved approximately $150 million in savings from
the  Realignment.  For a more complete  description  of the costs related to the
Realignment, refer to Note 16 in our Consolidated Financial Statements.
   In the fourth  quarter of 2000,  we recorded  charges of  approximately  $188
million related to the settlement terms of, and direct costs related to, a class
action discrimination lawsuit. The monetary settlement includes cash payments to
fund  back  pay,  compensatory  damages,  a  promotional  achievement  fund  and
attorneys' fees. In addition,  the Company  introduced a wide range of training,
monitoring and mentoring programs.  Of the $188 million, $50 million was donated
to The  Coca-Cola  Foundation  to continue its broad range of community  support
programs.  Under the terms of the  settlement  agreement,  the  Company  has the
option to rescind the agreement if more than 200 potential class members opt out
of the settlement.
   In the fourth  quarter of 1999,  we recorded  charges of  approximately  $813
million.  Of this  $813  million,  approximately  $543  million  related  to the
impairment of certain bottling,  manufacturing and intangible assets,  primarily
within our Russian and Caribbean  bottlers and in the Middle and Far East and in
North  America.  These  impairment  charges were recorded to reduce the carrying
value of the identified  assets to fair value.  Fair values were derived using a
variety of  methodologies,  including  cash flow  analysis,  estimates  of sales
proceeds  and  independent  appraisals.  Where cash flow  analyses  were used to
estimate fair values,  key assumptions  employed,  consistent with those used in
our internal planning  process,  included our estimates of future growth in unit
case sales,  estimates of gross margins and estimates of the impact of inflation
and foreign currency fluctuations.  The charges were primarily the result of our
revised  outlook  in  certain  markets  due to  the  prolonged  severe  economic
downturns.  The remaining  carrying value of these impaired  long-lived  assets,
immediately  after  recording the  impairment  charge,  was  approximately  $140
million.
   Of the $813 million, approximately $196 million related to charges associated
with the  impairment  of the  distribution  and  bottling  assets of our vending
operations  in Japan and our bottling  operations  in the  Baltics.  The charges
reduced the carrying  value of these assets to their fair value less the cost to
sell. Consistent with our long-term bottling investment strategy, management has
committed to a plan to sell our ownership interest in these operations to one of
our strategic  business  partners.  The remaining  carrying  value of long-lived
assets within these  operations  and the income from  operations on an after-tax
basis  as of and  for  the  12-month  period  ending  December  31,  2000,  were
approximately $143 million and $21 million, respectively.
   On December 22, 2000, the Company  signed a definitive  agreement to sell the
assets of our vending  operations in Japan. The expected  proceeds from the sale
of the assets are equal to the current  carrying value of the long-lived  assets
less the cost to sell. The sale transaction is expected to close in early 2001.
   Management had intended to sell the assets of our bottling  operations in the
Baltics to one of our strategic business partners.  That partner is currently in
the process of an internal  restructuring  and no longer  plans to purchase  the
Baltics  bottling  operations.  At this time another suitable buyer has not been
identified. Therefore, the Company will continue to operate the Baltics bottlers
as consolidated operations until a new buyer is identified.
   The  remainder  of the  $813  million  charges,  approximately  $74  million,
primarily  related to the change in senior  management  and  charges  related to
organizational  changes  within  the  Europe  and  Eurasia,  Latin  America  and
Corporate  segments.  These charges were incurred  during the fourth  quarter of
1999.
   In the second quarter of 1998, we recorded nonrecurring  provisions primarily
related to the  impairment of certain assets in North America of $25 million and
Corporate of $48 million.


                                     38




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


OPERATING INCOME AND OPERATING MARGIN
   On a consolidated  basis,  our operating income declined 7 percent in 2000 to
$3,691 million.  This follows a decline of 20 percent in 1999 to $3,982 million.
The 2000 results  reflect the recording of nonrecurring  charges,  as previously
discussed  under  the  heading  "Other  Operating  Charges,"  the  impact of the
stronger U.S. dollar,  the  consolidation of F&N Coca-Cola and the effect of the
previously  discussed  reduction of  concentrate  inventory by certain  bottlers
within the Coca-Cola system, which was completed in the first half of 2000.
   The 1999  results  reflect  the  recording  of  nonrecurring  provisions,  as
previously discussed under the heading "Other Operating Charges";  the difficult
economic  conditions in many markets throughout the world; the temporary product
withdrawal in Belgium and France;  the impact of the stronger U.S.  dollar;  and
the  consolidation  in 1999 of our  bottling  operations  in India  and  vending
operations in Japan. Our consolidated operating margin was 18.0 percent in 2000,
20.1 percent in 1999 and 26.4 percent in 1998.




MARGIN ANALYSIS
                                                              

- --------------------------------------------------------------------------------
                                        2000            1999            1998
Net Operating Revenues
   (in billions)                       $20.5           $19.8           $18.8
Gross Margin                            69.7%           69.7%           70.4%
Operating Margin                        18.0%           20.1%           26.4%

- --------------------------------------------------------------------------------


INTEREST INCOME AND INTEREST EXPENSE
   In 2000,  our interest  income  increased 33 percent due  primarily to higher
average cash balances and higher  interest  rates.  In 1999, our interest income
increased 19 percent  primarily due to cash held in locations outside the United
States earning higher interest rates, on a comparative  basis.  Interest expense
increased 33 percent in 2000 due to both an increase in average commercial paper
balances and higher  interest  rates  throughout  the period.  Average 2000 debt
balances  increased from 1999  primarily due to our  utilization of cash for the
Realignment, as discussed  under the heading "Other Operating Charges,"  and the
impact on cash from the  reduction in  concentrate  inventory  levels by certain
bottlers, as discussed under the heading "Volume." Interest expense increased 22
percent in 1999 due to higher total  borrowings  throughout the period.  Average
1999 debt  balances  increased  from  1998  primarily  due to brand and  bottler
acquisitions during the period.

EQUITY INCOME (LOSS)
   In 2000, our Company's share of losses from equity method investments totaled
$289 million. This includes a nonrecurring charge of approximately $306 million,
which represents the Company's  portion of a charge recorded by Coca-Cola Amatil
to reduce the carrying value of its investment in the Philippines.  In addition,
Panamerican Beverages,  Inc. (Panamco) wrote down selected assets, including the
impairment of the value of its Venezuelan  operating unit. The Company's portion
of this charge was approximately  $124 million.  Also contributing to the equity
losses were nonrecurring charges recorded by investees in Eurasia and the Middle
East.
   These  nonrecurring  charges were partially offset by overall  improvement in
operating  performance  by our portfolio of bottlers and the positive  impact of
lower tax rates on current and deferred taxes at Coca-Cola  Erfrischungsgetranke
AG (CCEAG), a bottler in Germany.
   In 1999, our Company's share of losses from equity method investments totaled
$184 million, reflecting the negative impact of difficult economic conditions in
many worldwide markets,  continued structural change in the bottling system, the
impact of the temporary product  withdrawal in Belgium and France,  and one-time
charges taken by certain  equity  investees. Our Company's  share of the charges
taken by  certain  equity  investees  in  countries  such as  Venezuela  and the
Philippines  was  approximately $22 million.  Our  Company's  share of Coca-Cola
Enterprises Inc's  (Coca-Cola  Enterprises)  nonrecurring  product recall costs
resulting from the product withdrawal was approximately $28 million.

OTHER INCOME-NET
   In 2000, other income-net was $99 million, primarily reflecting the impact of
a gain  related to the  merger of  Coca-Cola  Beverages  and  Hellenic  Bottling
Company  S.A.  during  the third  quarter of 2000.  This  merger  resulted  in a
decrease of our Company's equity  ownership  interest  from  approximately  50.5
percent of  Coca-Cola  Beverages  to  approximately  24 percent of the  combined
entity,  CCHBC.  As a result of our  Company's  decreased  equity  ownership,  a
tax-free  noncash gain of  approximately  $118 million was recognized.  This was
partially offset by exchange losses  recognized in 2000 versus exchange gains in
1999 attributable to the hedging of our resources in Brazil.
   In 1999,  other  income-net  decreased 57 percent to $98  million,  primarily
reflecting  the impact of the gains  recorded on the sales of our  bottling  and
canning  operations  in Italy in June 1998,  partially  offset by an increase in
exchange gains in 1999.

                                       39




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


GAINS ON ISSUANCES OF STOCK BY EQUITY INVESTEES
   At the time an equity investee sells its stock to third parties at a price in
excess of our book value,  our Company's  equity in the underlying net assets of
that  investee  increases.  We  generally  record an increase to our  investment
account and a corresponding gain in these transactions. No gains on issuances of
stock by equity  investees were recorded to the income  statement during 2000 or
1999, and pretax gains of approximately  $27 million were recorded in 1998. This
gain  represents  the increase in our  Company's  equity in the  underlying  net
assets  of the  related  investee.  For a more  complete  description  of  these
transactions, refer to Note 3 in our Consolidated Financial Statements.

INCOME TAXES
   Our effective  tax rates were 36.0 percent in 2000,  36.3 percent in 1999 and
32.0 percent in 1998. The change in our effective tax rate in 2000 was primarily
the result of our current inability to realize a tax benefit associated with the
impairment  charges taken in 2000, as  previously  discussed  under the headings
"Other  Operating  Charges" and "Equity Income (Loss),"  partially offset by the
tax-free gain of approximately $118 million, as previously  discussed under the
heading  "Other  Income-Net." Our  effective  tax rates  reflect tax  benefits
derived from significant  operations outside the United States,  which are taxed
at rates lower than the U.S.  statutory rate of 35 percent.  For a more complete
description of our income taxes, refer to Note 14 in our Consolidated  Financial
Statements.
   During  the first  quarter  of 2000,  the  United  States  and  Japan  taxing
authorities entered into an Advance Pricing Agreement (APA) whereby the level of
royalties  paid by Coca-Cola  (Japan)  Company,  Ltd.  (our  Subsidiary)  to our
Company has been  established  for the years 1993 through 2001.  Pursuant to the
terms of the APA, our  Subsidiary  has filed amended  returns for the applicable
periods  reflecting the negotiated  royalty rate. These amended returns resulted
in the  payment  during  the first and  second  quarters  of 2000 of  additional
Japanese  taxes,  the effect of which on both our financial  performance and our
effective tax rate was not material,  due primarily to offsetting tax credits on
our U.S.  income tax  return.  The  majority of the  offsetting  tax credits are
expected to be realized within the next 12 months.

INCOME PER SHARE
   Our basic net income per share decreased by 10 percent in 2000, compared to a
31 percent decline in 1999. Diluted net income per share decreased by 10 percent
in 2000, compared to a 31 percent decline in 1999.

RECENT DEVELOPMENTS
   In  January  2001,  we  announced  plans  to  further  develop  our  existing
partnership with Nestle S.A., Coca-Cola Nestle Refreshments.  Under the proposed
restructuring,  which is subject to  approval  by  regulatory  authorities,  the
partnership will be renamed Beverage Partners  Worldwide (BPW) and will function
as an entrepreneurial unit dedicated to tapping the growth potential of emerging
beverage segments,  particularly ready-to-drink coffees, teas and beverages with
a healthful positioning.
   In February 2001, our Company and San Miguel  Corporation  (SMC) announced an
agreement in principle  with  Coca-Cola  Amatil to purchase  Coca-Cola  Bottlers
Philippines, Inc. (CCBPI). The consideration for this transaction,  comprised of
Coca-Cola  Amatil  shares,  cash  and the  assumption  of  debt,  is  valued  at
approximately  $1.2 billion.  SMC  will  manage  day-to-day  operations and own
65 percent of the common equity of CCBPI and our Company will own the remaining
35 percent. The completion of this transaction  is subject to Coca-Cola  Amatil
share-owner approval and certain other conditions.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
   We believe our ability to generate  cash from  operations  to reinvest in our
business is one of our fundamental  financial strengths.  We anticipate that our
operating  activities  in 2001 will  continue  to  provide us with cash flows to
assist in our business expansion and to meet our financial commitments.

FREE CASH FLOW
   Free cash flow is the cash remaining from operations  after we have satisfied
our business reinvestment  opportunities.  We focus on increasing free cash flow
to achieve our objective of maximizing  share-owner value over time. We use free
cash flow along with  borrowings to pay dividends,  make share  repurchases  and
make acquisitions.
   The  consolidated  statements of our cash flows are summarized as follows (in
millions):




Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------
                                                            
Cash flows provided by
  (used in):
     Operations                      $ 3,585         $ 3,883         $ 3,433
     Business reinvestment              (779)         (1,551)         (1,557)
- --------------------------------------------------------------------------------
FREE CASH FLOW                         2,806           2,332           1,876
Cash flows (used in)
  provided by:
     Acquisitions,
       net of disposals                 (386)         (1,870)           (604)
     Share repurchases                  (133)            (15)         (1,563)
     Dividends                        (1,685)         (1,580)         (1,480)
     Other financing activities         (254)          1,124           1,710
     Exchange                           (140)            (28)            (28)
- --------------------------------------------------------------------------------
Increase (decrease) in cash          $   208         $   (37)        $   (89)
================================================================================


                                       40




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


   Cash provided by  operations  in 2000 amounted to $3.6 billion,  an 8 percent
decrease  from  1999  due to the  utilization  of cash for the  Realignment,  as
discussed  under the heading "Other  Operating  Charges," and the impact on cash
from the  reduction  in  concentrate  inventory  levels by certain  bottlers  as
discussed under the  heading  "Volume."  In 1999, cash  provided  by  operations
amounted to $3.9 billion, a 13 percent increase from 1998.
   In 2000,  net cash used in  investing  activities  decreased  by $2.3 billion
compared to 1999.  The  decrease was  primarily  the result of brand and bottler
acquisitions during 1999. For a more complete description of these transactions,
refer to Note 17 in our  Consolidated  Financial  Statements.
   In 1999,  net cash used in investing  activities  increased by $1.3 billion
compared to 1998.  The  increase was  primarily  the result of brand and bottler
acquisitions during 1999 and a decrease in proceeds from disposal of investments
and other assets.
   Total capital expenditures for property, plant and equipment (including our
investments  in  information  technology)  and the  percentage  distribution  by
operating segment for 2000, 1999 and 1998 are as follows (in millions):





Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------
                                                              

Capital expenditures                   $ 733         $ 1,069           $ 863
- --------------------------------------------------------------------------------
North America{1}                          35%             25%             32%
Africa and Middle East                     2%              2%              3%
Europe and Eurasia                        26%             20%             25%
Latin America                              2%              6%              8%
Asia Pacific                              18%             30%             12%
Corporate                                 17%             17%             20%
================================================================================
{1}Includes The Minute Maid Company



FINANCING ACTIVITIES

   Our financing activities include net borrowings,  dividend payments and share
issuances and repurchases.  Net cash used in financing  activities  totaled $2.1
billion  in 2000,  $.5  billion  in 1999 and $1.3  billion  in 1998.  The change
between  2000 and 1999 was  primarily  due to the use of excess cash to pay down
outstanding  loans.  The change  between  1999 and 1998 was  primarily  due to a
decrease in treasury stock  repurchases  due to our  utilization of cash for our
brand and bottler acquisitions during 1999.
   Cash  used to  purchase  common  stock  for  treasury  under  the 1996  share
repurchase plan and employee stock award programs  totaled $133 million in 2000,
$15 million in 1999 and $1.6  billion in 1998.  In 2000 and in 1999,  we did not
repurchase any shares under the 1996 share repurchase plan.
   Commercial  paper is our primary source of short-term  financing. On December
31,  2000,  we had $4.5  billion  outstanding  in  commercial  paper  borrowings
compared to $4.9 billion  outstanding at the end of 1999, a $.4 billion decrease
in  borrowings.  The 2000 decrease in loans and notes payable was due to the use
of excess cash to pay down  outstanding  loans.  The Company's  commercial paper
borrowings normally mature less than three months from the date of issuance.  In
1999, as part of our Year 2000 plan, we increased the amount of commercial paper
borrowings with maturity dates greater than three months. The gross payments and
receipts of borrowings  greater than three months from the date of issuance have
been  included in the  Consolidated  Statements of Cash Flows.  In addition,  on
December 31, 2000,  we had $3.0 billion in lines of credit and other  short-term
credit  facilities   available,   of  which   approximately   $246  million  was
outstanding.
   On December 31,  2000,  we had $835 million  outstanding  in long-term  debt,
compared to $854 million  outstanding at the end of 1999, a $19 million decrease
in borrowings.

EXCHANGE
   Our international  operations are subject to certain opportunities and risks,
including currency  fluctuations and government  actions. We closely monitor our
operations  in each country and seek to adopt  appropriate  strategies  that are
responsive to changing  economic and political  environments and to fluctuations
in foreign currencies.
   We use approximately 65 functional currencies.  Due to our global operations,
weaknesses in some of these  currencies are often offset by strengths in others.
In 2000,  1999  and  1998,  the  weighted-average  exchange  rates  for  foreign
currencies,  and for  certain  individual  currencies,  strengthened  (weakened)
against the U.S. dollar as follows:





Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------
                                                                

All currencies                            (5)%          Even              (9)%
- --------------------------------------------------------------------------------
Australian dollar                         (8)%             3%            (16)%
British pound                             (7)%            (2)%             2%
Canadian dollar                          Even           Even              (7)%
French franc                             (14)%            (2)%            (3)%
German mark                              (14)%            (2)%            (3)%
Japanese yen                               4%             15%             (6)%
================================================================================


     These percentages do not include the effects of our hedging activities and,
therefore,  do not reflect the actual impact of  fluctuations in exchange on our
operating results. Our foreign currency management program mitigates over time a
portion of the impact of  exchange  on net income and  earnings  per share.  The
impact of a stronger U.S. dollar reduced our operating income by approximately
4 percent in 2000 and 1999.

   Exchange gains (losses)-net amounted to $(12) million in 2000, $87 million in
1999 and $(34) million in 1998, and were recorded in other income-net.  Exchange
gains  (losses)-net  includes  the  remeasurement  of  certain  currencies  into
functional  currencies and the costs of hedging certain exposures of our balance
sheet.
   Additional information concerning our hedging activities is presented in Note
9 in our Consolidated Financial Statements.

                                       41



FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


FINANCIAL POSITION
- ------------------
   In 2000, the carrying value of our investment in Coca-Cola Amatil  decreased,
primarily as a result of a nonrecurring  charge recorded by Coca-Cola  Amatil to
reduce the carrying  value of its investment in the  Philippines.  The Company's
portion of this charge was $306 million. The carrying value of our investment in
CCHBC decreased due to the impact of foreign currency exchange  partially offset
by a gain of  approximately  $118  million  related to the  merger of  Coca-Cola
Beverages and Hellenic  Bottling  Company S.A. during the third quarter of 2000.
The  carrying  value  of  other  investments,  principally  bottling  companies,
decreased  primarily due to a nonrecurring  charge  recorded by Panamco to write
down selected  assets,  including the  impairment of the value of the Venezuelan
operating  unit. The decrease in the carrying value of other equity  investments
was also  impacted  by the  consolidation  in 2000 of F&N  Coca-Cola,  which was
previously  recorded  as  an  equity  investment.  The  increase  in  marketable
securities  and other  assets  is  primarily  due to an  increase  in  marketing
prepayments.  The  increase  in accounts  payable  and  accrued  expenses is due
primarily to the accrual for the Realignment expenses.
   The carrying  value of our investment in Coca-Cola  Enterprises  increased in
1999,  primarily as a result of Coca-Cola  Enterprises' issuance of stock in its
acquisitions  of  various  bottling  operations.   The  carrying  value  of  our
investment  in  Coca-Cola  Amatil  decreased,  primarily  due to the transfer of
approximately  57 million shares of Coca-Cola Amatil to Fraser and Neave Limited
in conjunction with our acquisition of its 75 percent interest in F&N Coca-Cola.
The increase in our  property,  plant and  equipment  was  primarily  due to the
consolidation  in 1999 of our  bottling  operations  in  India  and our  vending
operations in Japan.  The increase in our goodwill and other  intangible  assets
was primarily due to our brand and bottler acquisitions during 1999.


EURO CONVERSION
- ---------------
   In January 1999,  certain member countries of the European Union  established
irrevocable,  fixed conversion  rates between their existing  currencies and the
European Union's common currency (the Euro).
   The  introduction  of the Euro is  scheduled  to be  phased  in over a period
ending  January 1, 2002,  when Euro notes and coins will come into  circulation.
The existing  currencies  are due to be completely  removed from  circulation on
February 28, 2002.  Our Company has been preparing for the  introduction  of the
Euro for several  years.  The timing of our phasing out all uses of the existing
currencies  will comply with the legal  requirements  and also be  scheduled  to
facilitate optimal coordination with the plans of our vendors,  distributors and
customers.  Our work related to the introduction of the Euro and the phasing out
of the other currencies  includes  converting  information  technology  systems;
recalculating  currency  risk;  recalibrating  derivatives  and other  financial
instruments;  evaluating and taking action, if needed,  regarding the continuity
of contracts; and modifying our processes for preparing tax, accounting, payroll
and customer records.
   Based on our work to date, we believe the Euro replacing the other currencies
will not have a material impact on our operations or our Consolidated  Financial
Statements.


IMPACT OF INFLATION AND CHANGING PRICES
- ---------------------------------------
   Inflation  affects the way we operate in many  markets  around the world.  In
general,  we are able to increase prices to counteract the inflationary  effects
of  increasing  costs and to  generate  sufficient  cash flows to  maintain  our
productive capability.


NEW ACCOUNTING STANDARDS
- ------------------------
   In June 1998, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities,"  as amended by Statements  137 and 138 in
June 1999 and June 2000, respectively.  These statements, which were required to
be adopted for fiscal years beginning  after June 15, 2000,  require the Company
to recognize all derivatives on the balance sheet at fair value.  The statements
also established new accounting rules for hedging  instruments which,  depending
on the  nature  of  the  hedge,  require  that  changes  in the  fair  value  of
derivatives  either be  offset  against  the  change  in fair  value of  assets,
liabilities  or firm  commitments  through  earnings,  or be recognized in other
comprehensive  income  until the hedged  item is  recognized  in  earnings.  Any
ineffective  portion of a derivative's change in fair value must be  immediately
recognized in earnings.
   We adopted the  provisions  of SFAS No. 133, as amended,  on January 1, 2001,
which resulted in an immaterial impact on our consolidated results of operations
and  financial  position.  Although  these  statements  will not have a material
impact  in  our  consolidated  financial  results,  the  requirements  of  these
statements may result in slightly increased  volatility in the Company's  future
quarterly   consolidated   financial  results.   The  Company   implemented  new
information  systems to ensure that we were in compliance with these  statements
upon adoption.


OUTLOOK
- -------
   While  we  cannot  predict  future  performance,   we  believe   considerable
opportunities exist for sustained, profitable growth, not only in the developing
population centers of the world, but also in our most established markets.
   We  firmly  believe  that  the  strength  of  our  brands,  our  unparalleled
distribution system, our global presence, our strong financial condition and the
diversity  and skills of our people give us the  flexibility  to  capitalize  on
growth  opportunities  as we  continue to pursue our goal of  increasing  share-
owner value over time.

                                       42




FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS
The Coca-Cola Company and Subsidiaries


FORWARD-LOOKING STATEMENTS
- --------------------------
   Certain written and oral  statements made by our Company and  subsidiaries or
with  the  approval  of an  authorized  executive  officer  of our  Company  may
constitute "forward-looking  statements" as defined under the Private Securities
Litigation  Reform Act of 1995,  including  statements  made in this  report and
other filings with the Securities and Exchange Commission.  Generally, the words
"believe," "expect," "intend," "estimate,"  "anticipate,"  "project," "will" and
similar expressions identify forward-looking statements, which generally are not
historical in nature. All statements which address operating performance, events
or  developments  that we  expect  or  anticipate  will  occur in the  future --
including  statements relating to volume growth, share of sales and earnings per
share growth and statements  expressing  general optimism about future operating
results  --  are  forward-looking  statements.  Forward-looking  statements  are
subject to certain risks and  uncertainties  that could cause actual  results to
differ  materially  from our  Company's  historical  experience  and our present
expectations or projections.  As and when made,  management  believes that these
forward-looking statements are reasonable.  However, caution should be taken not
to place  undue  reliance  on any such  forward-looking  statements  since  such
statements  speak  only as of the date when  made.  The  Company  undertakes  no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events or otherwise.
   The  following  are some of the factors that could cause our Company's actual
results  to  differ  materially  from  the  expected  results  described  in  or
underlying our Company's forward-looking statements:

- --   Our ability to generate sufficient cash flows to support capital
     expansion plans, share repurchase programs and general operating
     activities.
- --   Changes in the nonalcoholic beverages business environment. These
     include, without limitation, competitive product and pricing
     pressures and our ability to gain or maintain share of sales in the
     global market as a result of actions by competitors. While we believe
     our opportunities for sustained, profitable growth are considerable,
     factors such as these could impact our earnings, share of sales and
     volume growth.
- --   Changes in laws and regulations, including changes in accounting
     standards, taxation requirements (including tax rate changes, new tax
     laws and revised tax law interpretations) and environmental laws in
     domestic or foreign jurisdictions.
- --   Fluctuations in the cost and availability of raw materials and the
     ability to maintain favorable supplier arrangements and relationships.
- --   Our ability to achieve earnings forecasts, which are generated based
     on projected volumes and sales of many product types, some of which
     are more profitable than others. There can be no assurance that we
     will achieve the projected level or mix of product sales.
- --   Interest rate fluctuations and other capital market conditions,
     including foreign currency rate fluctuations. Most of our exposures
     to capital markets, including interest and foreign currency, are
     managed on a consolidated basis, which allows us to net certain
     exposures and, thus, take advantage of any natural offsets. We use
     derivative financial instruments to reduce our net exposure to
     financial risks. There can be no assurance, however, that our
     financial risk management program will be successful in reducing
     foreign currency exposures.
- --   Economic and political conditions, especially in international
     markets, including civil unrest, governmental changes and restrictions
     on the ability to transfer capital across borders.
- --   Our ability to penetrate developing and emerging markets, which also
     depends on economic and political conditions, and how well we are
     able to acquire or form strategic business alliances with local
     bottlers and make necessary infrastructure enhancements to production
     facilities, distribution networks, sales equipment and technology.
     Moreover, the supply of products in developing markets must match the
     customers' demand for those products, and due to product price and
     cultural differences, there can be no assurance of product acceptance
     in any particular market.
- --   The effectiveness of our advertising, marketing and promotional
     programs.
- --   The uncertainties of litigation, as well as other risks and
     uncertainties detailed from time to time in our Company's Securities
     and Exchange Commission filings.
- --   Adverse weather conditions, which could reduce demand for Company
     products.

   The foregoing list of important factors is not exclusive.


ADDITIONAL INFORMATION
- ----------------------
   For additional  information about our operations,  cash flows,  liquidity and
capital  resources,  please refer to the  information  on pages 46 through 68 of
this  report.  Additional  information  concerning  our  operating  segments  is
presented on pages 65 through 67.

                                       43




SELECTED FINANCIAL DATA
The Coca-Cola Company and Subsidiaries





                                     Compound                                 Year Ended December 31,
(In millions except per            Growth Rates
share data, ratios and         -------------------       --------------------------------------------------------------
growth rates)                  5 Years    10 Years          2000        1999       1998{2}       1997{2}      1996{2}
- -----------------------------------------------------------------------------------------------------------------------
                                                                                       


SUMMARY OF OPERATIONS
- ---------------------
Net operating revenues          2.4%        7.1%        $ 20,458    $ 19,805     $ 18,813      $ 18,868     $ 18,673
Cost of goods sold             (2.2)%       4.0%           6,204       6,009        5,562         6,015        6.738
- -----------------------------------------------------------------------------------------------------------------------
Gross profit                    5.0%        8.9%          14,254      13,796       13,251        12,853       11,935
Selling, administrative
 and general expenses           5.2%        8.4%           9,120       9,001        8,211         7,792        7,635
Other operating charges                                    1,443         813           73            60          385
- -----------------------------------------------------------------------------------------------------------------------
Operating income               (1.7)%       6.6%           3,691       3,982        4,967         5,001        3,915
Interest income                                              345         260          219           211          238
Interest expense                                             447         337          277           258          286
Equity income (loss)                                        (289)       (184)          32           155          211
Other income (deductions)-net                                 99          98          230           583           87
Gains on issuances of stock
 by equity investees                                           -           -           27           363          431
- -----------------------------------------------------------------------------------------------------------------------
Income from continuing
 operations before income
 taxes and changes in
 accounting principles         (4.7)%       5.4%           3,399       3,819        5,198         6,055        4.596
Income taxes                   (1.9)%       6.8%           1,222       1,388        1,665         1,926        1,104
- -----------------------------------------------------------------------------------------------------------------------
Income from continuing
 operations before changes
 in accounting principles      (6.1)%       4.6%        $  2,177    $  2,431     $  3,533      $  4,129     $  3,492
=======================================================================================================================
Net income                     (6.1)%       4.6%        $  2,177    $  2,431     $  3,533      $  4,129     $  3,492
Preferred stock dividends                                      -           -            -             -            -
- -----------------------------------------------------------------------------------------------------------------------
Net income available to
 common share owners           (6.1)%       4.8%        $  2,177    $  2,431     $  3,553      $  4,129     $  3,492
=======================================================================================================================
Average common shares
 outstanding                                               2,477       2,469        2,467         2,477        2,494
Average common shares
 outstanding assuming
 dilution                                                  2,487       2,487        2,496         2,515        2,523

PER COMMON SHARE DATA
- ---------------------
Income from continuing
 operations before changes
 in accounting principles
 -- basic                      (5.7)%       5.6%        $    .88    $    .98     $   1.43      $   1.67     $   1.40
Income from continuing
 operations before changes
 in accounting principles
 -- diluted                    (5.5)%       5.8%             .88         .98         1.42          1.64         1.38
Basic net income               (5.7)%       5.6%             .88         .98         1.43          1.67         1.40
Diluted net income             (5.5)%       5.8%             .88         .98         1.42          1.64         1.38
Cash dividends                  9.1%       13.0%             .68         .64          .60           .56          .50
Market price on
 December 31,                  10.4%       18.0%           60.94       58.25        67.00         66.69        52.63

TOTAL MARKET VALUE OF
 COMMON STOCK {1}              10.2%       17.2%        $151,421    $143,969     $165,190      $164,766     $130,575
- ---------------------

BALANCE SHEET DATA
- ------------------
Cash, cash equivalents
 and current marketable
 securities                                             $  1,892    $  1,812     $  1,807      $  1,843     $  1,658
Property, plant and
 equipment-net                                             4,168       4,267        3,669         3,743        3,550
Depreciation                                                 465         438          381           384          442
Capital expenditures                                         733       1,069          863         1,093          990
Total assets                                              20,834      21,623       19,145        16,881       16,112
Long-term debt                                               835         854          687           801        1,116
Total debt                                                 5,651       6,227        5,149         3,875        4,513
Share-owners' equity                                       9,316       9,513        8,403         7,274        6,125
Total capital {1}                                         14,967      15,740       13,552        11,149       10,638

OTHER KEY FINANCIAL MEASURES {1}
- --------------------------------
Total debt-to-total
 capital                                                    37.8%       39.6%        38.0%         34.8%        42.4%
Net debt-to-net capital                                     29.4%       32.2%        28.1%         22.0%        31.6%
Return on common equity                                     23.1%       27.1%        45.1%         61.6%        60.8%
Return on capital                                           16.2%       18.2%        30.2%         39.5%        36.8%
Dividend payout ratio                                       77.4%       65.0%        41.9%         33.6%        35.7%
Free cash flow {7}                                      $  2,806    $  2,332     $  1,876      $  2,951     $  2.215
Economic profit                                         $    861    $  1,128     $  2,480      $  3,325     $  2,718
=======================================================================================================================

[FN]

{1} See Glossary on page 73.
{2} In 1998, we adopted SFAS No. 132 "Employers' Disclosures about Pensions and
    Other Postretirement Benefits."
{3} In 1994, we adopted SFAS No. 115 "Accounting for Certain Investments in Debt
    and Equity Securities."
{4} In 1993, we adopted SFAS No. 112 "Employers' Accounting for Postemployment
    Benefits."

</FN>
                                       44




SELECTED FINANCIAL DATA
The Coca-Cola Company and Subsidiaries





                                                                          Year Ended December 31,
(In millions except per
share data, ratios and           ---------------------------------------------------------------------------------------------
growth rates)                      1995{2}     1994{2}{3}     1993{2}{4}       1992{2}{5}{6}      1991{2}{6}      1990(2]{6}
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                


SUMMARY OF OPERATIONS
- ---------------------
Net operating revenues             $ 18,127    $ 16,264       $ 14,030         $ 13,119           $ 11,599        $ 10,261
Cost of goods sold                    6,940       6,168          5,160            5,055              4,649           4,208
- --------------------------------------------------------------------------------------------------------------------------
Gross profit                         11,187      10,096          8,870            8,064              6,950           6,053
Selling, administrative
 and general expenses                 7,075       6,459          5,721            5,317              4,628           4,054
Other operating charges                  86           -             50                -                 13              49
- --------------------------------------------------------------------------------------------------------------------------
Operating income                      4,026       3,637          3,099            2,747              2,309           1,950
Interest income                         245         181            144              164                175             170
Interest expense                        272         199            168              171                192             231
Equity income (loss)                    169         134             91               65                 40             110
Other income (deductions)-net            86         (25)             7              (59)                51              15
Gains on issuances of stock
 by equity investees                     74           -             12                -                  -               -
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing
 operations before income
 taxes and changes in
 accounting principles                4,328       3,728          3,185            2,746              2,383           2,014
Income taxes                          1,342       1,174            997              863                765             632
- -----------------------------------------------------------------------------------------------------------------------------
Income from continuing
 operations before changes
 in accounting principles          $  2,986    $  2,554       $  2,188         $  1,883           $  1,618        $  1,382
=============================================================================================================================
Net income                         $  2,986    $  2,554       $  2,176         $  1,664           $  1,618        $  1,382

Preferred stock dividends                 -           -             -                 -                  1              18
- -----------------------------------------------------------------------------------------------------------------------------
Net income available to
 common share owners               $  2,986    $  2,554       $  2,176         $  1,664           $  1,617        $  1,364
=============================================================================================================================
Average common shares
 outstanding                          2,525       2,580          2,603            2,634              2,666           2,674
Average common shares
 outstanding assuming
 dilution                             2,549       2,599          2,626            2,668              2,695           2,706

PER COMMON SHARE DATA
- ---------------------
Income from continuing
 operations before changes
 in accounting principles
 -- basic                          $   1.18   $    .99        $    .84         $    .72           $    .61        $    .51
Income from continuing
 operations before changes
 in accounting principles
 -- diluted                            1.17        .98             .83              .71                .60             .50
Basic net income                       1.18        .99             .84              .63                .61             .51
Diluted net income                     1.17        .98             .83              .62                .60             .50
Cash dividends                          .44        .39             .34              .28                .24             .20
Market price on
 December 31,                         37.13      25.75           22.31            20.94              20.06           11.63

TOTAL MARKET VALUE OF
 COMMON STOCK {1}                  $ 92,983   $ 65,711        $ 57,905        $  54,728           $ 53,325        $ 31,073
- ---------------------

BALANCE SHEET DATA
- ------------------
Cash, cash equivalents
 and current marketable
 securities                        $  1,315   $  1,531        $  1,078        $   1,063           $  1,117        $  1,492
Property, plant and
 equipment-net                        4,336      4,080           3,729            3,526              2,890           2,386
Depreciation                            421        382             333              310                254             236
Capital expenditures                    937        878             800            1,083                792             593
Total assets                         15,004     13,863          11,998           11,040             10,185           9,245
Long-term debt                        1,141      1,426           1,428            1,120                985             536
Total debt                            4,064      3,509           3,100            3,207              2,288           2,537
Share-owners' equity                  5,369      5,228           4,570            3,881              4,236           3,662
Total capital {1}                     9,433      8,737           7,670            7,088              6,524           6,199
OTHER KEY FINANCIAL MEASURES {1}
Total debt-to-total
 capital                               43.1%      40.2%           40.4%            45.2%              35.1%           40.9%
Net debt-to-net capital                32.3%      25.5%           29.0%            33.1%              24.2%           24.6%
Return on common equity                56.4%      52.1%           51.8%            46.4%              41.3%           41.4%
Return on capital                      34.9%      32.8%           31.2%            29.4%              27.5%           26.8%
Dividend payout ratio                  37.2%      39.4%           40.6%            44.3%              39.5%           39.2%
Free cash flow {7}                 $  2,460    $ 2,356         $ 1,857        $     875            $   881         $   844
Economic profit                    $  2,291    $ 1,896         $ 1,549        $   1,300            $ 1,073         $   920
=============================================================================================================================

[FN]

{5} In 1992, we adopted SFAS No. 106 "Employers' Accounting for Postretirement
    Benefits Other Than Pensions."
{6} In 1992, we adopted SFAS No. 109 "Accounting for Income Taxes," by restating
    financial statements beginning in 1989
{7} All years presented have been restated to exclude net cash flows related to
    acquisitions.
</FN>

                                       45



CONSOLIDATED BALANCE SHEETS
The Coca-Cola Company and Subsidiaries





December 31,                                     2000                   1999
- --------------------------------------------------------------------------------
(In millions except share data)
                                                                 

ASSETS
- ------

CURRENT
- -------
Cash and cash equivalents                       $ 1,819                 $ 1,611
Marketable securities                                73                     201
- --------------------------------------------------------------------------------
                                                  1,892                   1,812
Trade accounts receivable, less allowances
  of $62 in 2000 and $26 in 1999                  1,757                   1,798
Inventories                                       1,066                   1,076
Prepaid expenses and other assets                 1,905                   1,794
- --------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                              6,620                   6,480
- --------------------------------------------------------------------------------

INVESTMENTS AND OTHER ASSETS
- ----------------------------
Equity method investments
   Coca-Cola Enterprises Inc.                       707                     728
   Coca-Cola Amatil Limited                         617                   1,133
   Coca-Cola HBC S.A.                               758                     788
   Other, principally bottling companies          3,164                   3,793
Cost method investments, principally
 bottling companies                                 519                     350
Marketable securities and other assets            2,364                   2,124
- --------------------------------------------------------------------------------
                                                  8,129                   8,916
- --------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Land                                                225                     215
Buildings and improvements                        1,642                   1,528
Machinery and equipment                           4,547                   4,527
Containers                                          200                     201
- --------------------------------------------------------------------------------
                                                  6,614                   6,471
Less allowances for depreciation                  2,446                   2,204
- --------------------------------------------------------------------------------
                                                  4,168                   4,267
- --------------------------------------------------------------------------------
GOODWILL AND OTHER INTANGIBLE ASSETS              1,917                   1,960
- --------------------------------------------------------------------------------
                                                $20,834                 $21,623
================================================================================


                                       46




The Coca-Cola Company and Subsidiaries




December 31,                                    2000                    1999
- --------------------------------------------------------------------------------

LIABILITIES AND SHARE-OWNERS' EQUITY
- ------------------------------------
                                                                  

CURRENT
- -------
Accounts payable and accrued expenses           $ 3,905                 $ 3,714
Loans and notes payable                           4,795                   5,112
Current maturities of long-term debt                 21                     261
Accrued income taxes                                600                     769
- --------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                         9,321                   9,856
- --------------------------------------------------------------------------------

LONG-TERM DEBT                                      835                     854
- --------------------------------------------------------------------------------

OTHER LIABILITIES                                 1,004                     902
- --------------------------------------------------------------------------------

DEFERRED INCOME TAXES                               358                     498
- --------------------------------------------------------------------------------

SHARE-OWNERS' EQUITY
- --------------------
Common stock, $.25 par value
 Authorized: 5,600,000,000 shares
 Issued: 3,481,882,834 shares in 2000;
         3,466,371,904 shares in 1999              870                      867
Capital surplus                                  3,196                    2,584
Reinvested earnings                             21,265                   20,773
Accumulated other comprehensive income and
 unearned compensation on restricted stock      (2,722)                  (1,551)
- --------------------------------------------------------------------------------
                                                22,609                   22,673

Less treasury stock, at cost
   (997,121,427 shares in 2000;
    994,796,786 shares in 1999)                 13,293                   13,160
- --------------------------------------------------------------------------------
                                                 9,316                    9,513
- --------------------------------------------------------------------------------
                                               $20,834                  $21,623
===============================================================================


[FN]

See Notes to Consolidated Financial Statements.
</FN>

                                       47




CONSOLIDATED STATEMENTS OF INCOME
The Coca-Cola Company and Subsidiaries




Year Ended December 31,                   2000           1999            1998
- --------------------------------------------------------------------------------
(In millions except per share data)
                                                               

NET OPERATING REVENUES                  $20,458         $19,805         $18,813
- ----------------------
Cost of goods sold                        6,204           6,009           5,562
- --------------------------------------------------------------------------------
GROSS PROFIT                             14,254          13,796          13,251
- ------------
Selling, administrative and general
 expenses                                 9,120          9,001            8,211
Other operating charges                   1,443            813               73
- --------------------------------------------------------------------------------
OPERATING INCOME                          3,691          3,982            4,967
- ----------------
Interest income                             345            260              219
Interest expense                            447            337              277
Equity income (loss)                       (289)          (184)              32
Other income-net                             99             98              230
Gains on issuances of stock by
 equity investees                             -              -               27
- --------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES                3,399          3,819            5,198
- --------------------------
Income taxes                              1,222          1,388            1,665
- --------------------------------------------------------------------------------
NET INCOME                              $ 2,177        $ 2,431          $ 3,533
================================================================================

BASIC NET INCOME PER SHARE              $   .88        $   .98          $  1.43
DILUTED NET INCOME PER SHARE            $   .88        $   .98          $  1.42
================================================================================

AVERAGE SHARES OUTSTANDING                2,477          2,469            2,467
- --------------------------
Dilutive effect of stock options             10             18               29
- --------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING
 ASSUMING DILUTION                        2,487          2,487            2,496
================================================================================

[FN]

See Notes to Consolidated Financial Statements.
</FN>

                                       48



CONSOLIDATED STATEMENTS OF CASH FLOWS
The Coca-Cola Company and Subsidiaries




Year Ended December 31,                   2000           1999             1998
- --------------------------------------------------------------------------------
(In millions)
                                                               

OPERATING ACTIVITIES
Net income                              $ 2,177        $ 2,431          $ 3,533
Depreciation and amortization               773            792              645
Deferred income taxes                         3             97              (38)
Equity income or loss, net of dividends     380            292               31
Foreign currency adjustments                196            (41)              21
Gains on issuances of stock by equity
 investees                                    -              -              (27)
Gains on sales of assets, including
 bottling interests                        (127)           (49)            (306)
Other operating charges                     916            799               73
Other items                                 119            119               51
Net change in operating assets and
 liabilities                               (852)          (557)            (550)
- --------------------------------------------------------------------------------
Net cash provided by operating
 activities                               3,585          3,883            3,433
- --------------------------------------------------------------------------------

INVESTING ACTIVITIES
Acquisitions and investments,
 principally trademarks
 and bottling companies                    (397)        (1,876)          (1,428)
Purchases of investments and other
 assets                                    (508)          (518)            (610)
Proceeds from disposals of investments
 and other assets                           290            176            1,036
Purchases of property, plant and
 equipment                                 (733)        (1,069)            (863)
Proceeds from disposals of property,
 plant and equipment                         45             45               54
Other investing activities                  138           (179)            (350)
- --------------------------------------------------------------------------------
Net cash used in investing activities    (1,165)        (3,421)          (2,161)
- --------------------------------------------------------------------------------

FINANCING ACTIVITIES
Issuances of debt                         3,671          3,411            1,818
Payments of debt                         (4,256)        (2,455)            (410)
Issuances of stock                          331            168              302
Purchases of stock for treasury            (133)           (15)          (1,563)
Dividends                                (1,685)        (1,580)          (1,480)
- --------------------------------------------------------------------------------
Net cash used in financing activities    (2,072)          (471)          (1,333)
- --------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS                  (140)           (28)             (28)
- --------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
Net increase (decrease) during the year     208            (37)             (89)
Balance at beginning of the year          1,611          1,648            1,737
- --------------------------------------------------------------------------------
   Balance at end of year               $ 1,819        $ 1,611          $ 1,648
================================================================================

[FN]
See Notes to Consolidated Financial Statements.
</FN>

                                       49



CONSOLIDATED STATEMENTS OF SHARE-OWNERS' EQUITY
The Coca-Cola Company and Subsidiaries




                            Number of    |                                                       Accumulated
                               Common    |                                       Outstanding           Other
Three Years Ended              Shares    |  Common     Capital     Reinvested     Restricted   Comprehensive    Treasury
December 31, 2000         Outstanding    |   Stock     Surplus       Earnings          Stock          Income       Stock      Total
                                                                                                    
- -----------------------------------------|-----------------------------------------------------------------------------------------
                                         |
(In millions except per share data)      |
                                         |
BALANCE DECEMBER 31, 1997       2,471    |  $ 861     $ 1,527       $ 17,869        $  (50)      $  (1,351)    $ (11,582)   $ 7,274
                                         |
COMPREHENSIVE INCOME:                    |
  Net income                        -    |      -           -          3,533             -               -             -      3,533
  Translation adjustments           -    |      -           -              -             -              52             -         52
  Net change in unrealized               |
   gain on securities               -    |      -           -              -             -             (47)            -        (47)
  Minimum pension liability         -    |      -           -              -             -              (4)            -         (4)
                                         |                                                                                   -------
COMPREHENSIVE INCOME                     |                                                                                    3,534
                                         |
Stock issued to employees                |
 exercising stock options          16    |      4         298              -             -               -             -        302
Tax benefit from employees'              |
 stock option and restricted             |
 stock plans                        -    |      -          97              -             -               -             -         97
Stock issued under restricted            |
 stock plans, less amortization          |
 of $5                              1    |      -          47              -           (34)              -             -         13
Stock issued by an equity                |
 investee                           -    |      -         226              -             -               -             -        226
Purchases of stock for treasury   (22){1}|      -           -              -             -               -        (1,563)    (1,563)
Dividends (per share -- $.60)       -    |      -           -         (1,480)            -               -             -     (1,480)
- -----------------------------------------|------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1998       2,466    |    865       2,195         19,922           (84)         (1,350)      (13,145)     8,403
                                         |
COMPREHENSIVE INCOME:                    |
  Net income                        -    |      -           -          2,431             -               -             -      2,431
  Translation adjustments           -    |      -           -              -             -            (190)            -       (190)
  Net change in unrealized               |
   gain on securities               -    |      -           -              -             -              23             -         23
  Minimum pension liability         -    |      -           -              -             -              25             -         25
                                         |                                                                                   ------
COMPREHENSIVE INCOME                     |                                                                                    2,289
                                         |
Stock issued to employees                |
 exercising stock options           6    |      2         166              -             -               -              -       168
Tax benefit from employees'              |
 stock option and restricted             |
 stock plans                        -    |      -          72              -             -               -              -        72
Stock issued under restricted            |
 stock plans, less amortization          |
 of $27                             -    |      -           2              -            25               -              -        27
Stock issued by an equity                |
 investee                           -    |      -         146              -             -               -              -       146
Stock issued under Directors'            |
 plan                               -    |      -           3              -             -               -              -         3
Purchases of stock for treasury     -    |      -           -              -             -               -            (15)      (15)
Dividends (per share -- $.64)       -    |      -           -         (1,580)            -               -              -    (1,580)
- -----------------------------------------|------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 1999       2,472    |    867       2,584         20,773           (59)         (1,492)        (13,160)   9,513
                                         |
COMPREHENSIVE INCOME:                    |
  Net income                        -    |      -           -          2,177             -               -               -    2,177
  Translation adjustments           -    |      -           -              -             -            (965)              -     (965)
  Net change in unrealized gain          |
   on securities                    -    |      -           -              -             -             (60)              -      (60)
  Minimum pension liability         -    |      -           -              -             -             (10)              -      (10)
                                         |                                                                                   -------
COMPREHENSIVE INCOME                     |                                                                                    1,142
                                         |
Stock issued to employees                |
 exercising stock options          12    |      2         329              -             -               -               -      331
Tax benefit from employees'              |
 stock option and restricted             |
 stock plans                        -    |      -         116              -             -               -               -      116
Stock issued under restricted            |
 stock plans, less amortization          |
 of $24                             3    |      1         166              -          (136)              -               -       31
Stock issued under Directors'            |
 plan                               -    |      -           1              -             -               -               -        1
Purchases of stock for treasury    (2){1}|      -           -              -             -               -            (133)    (133)
Dividends (per share -- $.68)       -    |      -           -         (1,685)            -               -               -   (1,685)
- -----------------------------------------|------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2000       2,485    |   $870     $ 3,196       $ 21,265        $ (195)        $(2,527)      $ (13,293) $ 9,316
====================================================================================================================================

[FN]
{1} Common stock purchased from employees exercising stock options numbered 2.2
    million, .3 million and 1.4 million shares for the years ended December 31,
    2000, 1999 and 1998, respectively.

See Notes to Consolidated Financial Statements.
</FN>

                                       50




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


NOTE 1: ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- -------------------------------------------------------------------

ORGANIZATION
   The  Coca-Cola  Company and  subsidiaries  (our Company) is  predominantly  a
manufacturer, marketer and distributor of nonalcoholic beverage concentrates and
syrups.  Operating in nearly 200  countries  worldwide,  we  primarily  sell our
concentrates and syrups to bottling and canning operations, fountain wholesalers
and fountain  retailers.  We also market and  distribute  juice and  juice-drink
products.  We have  significant  markets  for  our products  in all the  world's
geographic  regions. We record revenue when title passes to our customers or our
bottling partners.

BASIS OF PRESENTATION
   Certain   amounts  in  the  prior  years'  financial  statements  have  been
reclassified to conform to the current year presentation.

CONSOLIDATION
   Our Consolidated  Financial  Statements include the accounts of The Coca-Cola
Company and all subsidiaries  except where control is temporary or does not rest
with our Company.  Our  investments in companies in which we have the ability to
exercise significant influence over operating and financial policies,  including
certain investments where there is a temporary majority interest,  are accounted
for by the equity method.  Accordingly,  our Company's share of the net earnings
of these  companies is included in consolidated  net income.  Our investments in
other  companies  are  carried  at cost  or  fair  value,  as  appropriate.  All
significant   intercompany   accounts  and   transactions  are  eliminated  upon
consolidation.

ISSUANCES OF STOCK BY EQUITY INVESTEES
   When one of our equity investees issues  additional  shares to third parties,
our percentage  ownership interest in the investee  decreases.  In the event the
issuance  price per share is more or less than our average  carrying  amount per
share, we recognize a noncash gain or loss on the issuance. This noncash gain or
loss, net of any deferred  taxes,  is generally  recognized in our net income in
the period the change of ownership interest occurs.
   If gains have been previously recognized on issuances of an equity investee's
stock and shares of the equity  investee  are  subsequently  repurchased  by the
equity investee,  gain recognition does not occur on issuances subsequent to the
date of a repurchase  until shares have been issued in an amount  equivalent  to
the number of  repurchased  shares.  This type of transaction is reflected as an
equity  transaction  and  the  net  effect  is  reflected  in  the  accompanying
Consolidated Balance Sheets. For specific transaction details, refer to Note 3.

ADVERTISING COSTS
   Our  Company  expenses  production  costs  of  print,  radio  and  television
advertisements as of the first date the advertisements  take place.  Advertising
expenses  included in selling,  administrative  and general expenses were $1,742
million  in 2000,  $1,699  million in 1999 and  $1,597  million  in 1998.  As of
December 31, 2000 and 1999,  advertising costs of approximately $818 million and
$523  million,  respectively,  were recorded  primarily in prepaid  expenses and
other assets and in marketable  securities and other assets in the  accompanying
Consolidated Balance Sheets.

NET INCOME PER SHARE
   Basic  net  income  per  share is  computed  by  dividing  net  income by the
weighted-average  number of shares  outstanding.  Diluted  net  income per share
includes the dilutive effect of stock options.

CASH EQUIVALENTS
   Marketable  securities  that are highly  liquid and have  maturities of three
months or less at the date of purchase are classified as cash equivalents.

INVENTORIES
   Inventories consist primarily of raw materials and supplies and are valued at
the lower of cost or market.  In  general,  cost is  determined  on the basis of
average cost or first-in, first-out methods.

PROPERTY, PLANT AND EQUIPMENT
   Property,  plant  and  equipment  are  stated  at cost  and  are  depreciated
principally by the  straight-line  method over the estimated useful lives of the
assets.

OTHER ASSETS
   Our Company  invests in  infrastructure  programs  with our bottlers that are
directed at  strengthening  our bottling  system and increasing unit case sales.
The costs of these  programs are  recorded in other assets and are  subsequently
amortized over the periods to be directly benefited.

GOODWILL AND OTHER INTANGIBLE ASSETS
   Goodwill and other intangible  assets are stated on the basis of cost and are
amortized,  principally  on a  straight-line  basis,  over the estimated  future
periods to be benefited (not exceeding 40 years).  Goodwill and other intangible
assets are periodically reviewed for impairment to ensure they are appropriately
valued.  Conditions  that may indicate an  impairment  issue  exists  include an
economic  downturn in a worldwide market or a change in the assessment of future
operations.  In the event that a condition  is  identified  that may indicate an
impairment  issue  exists,  an  assessment  is  performed  using  a  variety  of
methodologies,  including  cash flow  analysis,  estimates of sales proceeds and
independent appraisals. Where

                                       51



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


applicable, an appropriate interest rate is utilized, based on location-specific
economic factors. Accumulated amortization was approximately $192 million and
$154 million on December 31, 2000 and 1999, respectively.

USE OF ESTIMATES
   In conformity with generally accepted accounting principles,  the preparation
of our  financial  statements  requires our  management  to make  estimates  and
assumptions  that affect the amounts  reported in our financial  statements  and
accompanying  notes  including  our  assessment  of the  carrying  value  of our
investments in bottling  operations.  Although these  estimates are based on our
knowledge of current  events and actions we may undertake in the future,  actual
results may ultimately differ from estimates.

NEW ACCOUNTING STANDARDS
   In June 1998, the Financial  Accounting  Standards Board issued  Statement of
Financial  Accounting  Standards  (SFAS) No.  133,  "Accounting  for  Derivative
Instruments  and Hedging  Activities,"  as amended by Statements  137 and 138 in
June 1999 and June 2000, respectively.  These statements, which were required to
be adopted for fiscal years beginning  after June 15, 2000,  require the Company
to recognize all derivatives on the balance sheet at fair value.  The statements
also established new accounting rules for hedging  instruments which,  depending
on the  nature  of  the  hedge,  require  that  changes  in the  fair  value  of
derivatives  either be  offset  against  the  change  in fair  value of  assets,
liabilities  or firm  commitments  through  earnings,  or be recognized in other
comprehensive  income  until the hedged  item is  recognized  in  earnings.  Any
ineffective  portion of a derivative's  change in fair value must be immediately
recognized in earnings.
   We adopted the  provisions  of SFAS No. 133, as amended,  on January 1, 2001,
which resulted in an immaterial impact on our consolidated results of operations
and  financial  position.  Although  these  statements  will not have a material
impact in our annual consolidated  financial results,  the requirements of these
statements may result in slightly  increased  volatility in the Company's future
quarterly   consolidated   financial  results.   The  Company   implemented  new
information  systems to ensure that we were in compliance with these  statements
upon adoption.


NOTE 2: BOTTLING INVESTMENTS
- ----------------------------
COCA-COLA ENTERPRISES INC.
   Coca-Cola  Enterprises  is the  largest  soft-drink  bottler  in  the  world,
operating in eight countries, and is one of our anchor bottlers. On December 31,
2000, our Company owned approximately 40 percent of the outstanding common stock
of Coca-Cola Enterprises,  and accordingly, we account for our investment by the
equity  method of  accounting.  The excess of our equity in the  underlying  net
assets of Coca-Cola  Enterprises over our investment is primarily amortized on a
straight-line  basis  over  40  years.  The  balance  of  this  excess,  net  of
amortization,  was approximately $438 million on December 31, 2000. A summary of
financial information for Coca-Cola Enterprises is as follows (in millions):





December 31,                                               2000            1999
- --------------------------------------------------------------------------------
                                                                  

Current assets                                          $ 2,631         $ 2,581
Noncurrent assets                                        19,531          20,149
- --------------------------------------------------------------------------------
  Total assets                                          $22,162         $22,730
================================================================================
Current liabilities                                     $ 3,094         $ 3,614
Noncurrent liabilities                                   16,234          16,192
- --------------------------------------------------------------------------------
  Total liabilities                                     $19,328         $19,806
================================================================================
Share-owners' equity                                    $ 2,834         $ 2,924
================================================================================
Company equity investment                               $   707         $   728
================================================================================

Year Ended December 31,                    2000            1999            1998
- --------------------------------------------------------------------------------
Net operating revenues                  $14,750         $14,406         $13,414
Cost of goods sold                        9,083           9,015           8,391
- --------------------------------------------------------------------------------
Gross profit                            $ 5,667         $ 5,391         $ 5,023
================================================================================
Operating income                        $ 1,126         $   839         $   869
================================================================================
Cash operating profit{1}                $ 2,387         $ 2,187         $ 1,989
================================================================================
Net income                              $   236         $    59         $   142
================================================================================
Net income available to
 common share owners                    $   233         $    56         $   141
================================================================================

[FN]
{1} Cash operating profit is defined as operating income plus depreciation
expense, amortization expense and other noncash operating expenses.
</FN>


   Our net  concentrate  and  syrup  sales to  Coca-Cola  Enterprises  were $3.5
billion in 2000, $3.3 billion in 1999 and $3.1 billion in 1998, or approximately
17 percent,  17 percent and 16 percent of our 2000,  1999 and 1998 net operating
revenues,  respectively.  Coca-Cola Enterprises purchases sweeteners through our
Company; however, related collections from Coca-Cola Enterprises and payments to
suppliers  are not  included in our  Consolidated  Statements  of Income.  These
transactions  amounted to $298  million in 2000,  $308  million in 1999 and $252
million in 1998. We also provide  certain  administrative  and other services to
Coca-Cola Enterprises under negotiated fee arrangements.
   Our direct support for certain marketing activities of Coca-Cola  Enterprises
and  participation  with them in  cooperative  advertising  and other  marketing
programs  amounted to  approximately  $766 million in 2000, $767 million in 1999
and  $899  million  in 1998.  Pursuant  to  cooperative  advertising  and  trade
arrangements with Coca-Cola Enterprises, we received approximately $195 million,
$243  million  and $173  million  in 2000,  1999 and  1998,  respectively,  from
Coca-Cola   Enterprises   for  local  media  and   marketing   program   expense
reimbursements.  Additionally,  we committed approximately $223 million in 2000,
$338  million  in 1999 and $324  million  in 1998,  respectively,  to  Coca-Cola
Enterprises  under a  Company  program  that  encourages  bottlers  to invest in
building and supporting beverage infrastructure.

                                       52




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


If valued at the December 31, 2000, quoted closing price of publicly traded
Coca-Cola Enterprises shares, the calculated value of our investment in
Coca-Cola Enterprises would have exceeded its carrying value by approximately
$2.5 billion.

OTHER EQUITY INVESTMENTS
   Operating results include our  proportionate  share of income (loss) from our
equity  investments.   A  summary  of  financial   information  for  our  equity
investments in the aggregate,  other than Coca-Cola  Enterprises,  is as follows
(in millions):




December 31,                                              2000            1999
- --------------------------------------------------------------------------------
                                                                 

Current assets                                         $ 5,985         $ 6,652
Noncurrent assets                                       19,030          21,306
- --------------------------------------------------------------------------------
  Total assets                                         $25,015         $27,958
================================================================================
Current liabilities                                    $ 5,419         $ 6,550
Noncurrent liabilities                                   8,357           8,361
- --------------------------------------------------------------------------------
  Total liabilities                                    $13,776         $14,911
================================================================================
Share-owners' equity                                   $11,239         $13,047
================================================================================
Company equity investment                              $ 4,539         $ 5,714
================================================================================

Year Ended December 31,                    2000            1999            1998
- --------------------------------------------------------------------------------
Net operating revenues                  $21,666         $19,785         $17,975
Cost of goods sold                       13,014          12,085          11,122
- --------------------------------------------------------------------------------
Gross profit                            $ 8,652         $ 7,700         $ 6,853
================================================================================
Operating income (loss)                 $   (24)        $   809         $   905
================================================================================
Cash operating profit{1}                $ 2,796         $ 2,474         $ 1,998
================================================================================
Net income (loss)                       $  (894)        $  (134)        $   217
================================================================================

Equity investments include certain nonbottling investees.
[FN]
{1} Cash operating profit is defined as operating income plus depreciation
expense, amortization expense and other noncash operating expenses.
</FN>


   Net sales to equity  investees other than Coca-Cola  Enterprises  were $3.5
billion  in 2000,  $3.2  billion in 1999 and $2.6  billion  in 1998.  Our direct
support for  certain  marketing  activities  with  equity  investees  other than
Coca-Cola  Enterprises,  the  majority of which are  located  outside the United
States, was approximately $663 million,  $685 million and $640 million for 2000,
1999 and 1998, respectively.
   In July 1999,  we  acquired  from Fraser and Neave  Limited  its  ownership
interest in F&N Coca-Cola as discussed in Note 17. In August 1998, we exchanged
our Korean bottling operations with Coca-Cola Amatil for an additional ownership
interest in Coca-Cola Amatil.
   In June 1998,  we sold our  previously  consolidated  Italian  bottling and
canning operations to Coca-Cola Beverages. This transaction resulted in proceeds
valued at approximately $1.0 billion and an after-tax gain of approximately $.03
per share (basic and diluted).
   If  valued  at the  December  31,  2000,  quoted  closing  prices of shares
actively traded on stock markets, the calculated value of our equity investments
in  publicly  traded  bottlers  other  than Coca-Cola  Enterprises  would have
exceeded our carrying value by approximately $1.0 billion.


NOTE 3: ISSUANCES OF STOCK BY EQUITY INVESTEES
- ----------------------------------------------
   No gains on issuances of stock by equity investees were recorded during 2000.
In the first quarter of 1999, Coca-Cola Enterprises completed its acquisition of
various  bottlers.  These  transactions  were  funded  primarily  with shares of
Coca-Cola  Enterprises  common stock.  The Coca- Cola  Enterprises  common stock
issued  was  valued in an amount  greater  than the book  value per share of our
investment  in Coca-Cola  Enterprises.  As a result of these  transactions,  our
equity in the underlying net assets of Coca-Cola Enterprises  increased,  and we
recorded a $241 million increase to our Company's  investment basis in Coca-Cola
Enterprises.  Due  to  Coca-Cola  Enterprises'  share  repurchase  program,  the
increase in our  investment in Coca-Cola  Enterprises  was recorded as an equity
transaction, and no gain was recognized. We recorded a deferred tax liability of
approximately  $95  million on this  increase  to our  investment  in  Coca-Cola
Enterprises.  These transactions reduced our ownership in Coca-Cola  Enterprises
from approximately 42 percent to approximately 40 percent.
   In December 1998, Coca-Cola  Enterprises completed its acquisition of certain
independent  bottling  operations  operating  in parts of Texas,  New Mexico and
Arizona  (collectively  known as the Wolslager  Group).  The  transactions  were
funded  primarily  with the issuance of shares of Coca-Cola  Enterprises  common
stock.  The  Coca-Cola  Enterprises  common  stock  issued in exchange for these
bottlers  was valued at an amount  greater  than the book value per share of our
investment in Coca-Cola Enterprises. As a result of this transaction, our equity
in the underlying net assets of Coca-Cola Enterprises increased, and we recorded
a  $116  million  increase  to  our  Company's  investment  basis  in  Coca-Cola
Enterprises. Due to Coca-Cola Enterprises' share repurchase program the increase
in  our  investment  in  Coca-Cola   Enterprises   was  recorded  as  an  equity
transaction, and no gain was recognized. We recorded a deferred tax liability of
approximately  $46  million on this  increase  to our  investment  in  Coca-Cola
Enterprises. At the completion of this transaction,  our ownership in Coca- Cola
Enterprises was approximately 42 percent.
   In September 1998, CCEAG, our bottler in Germany, issued new shares valued at
approximately  $275 million to effect a merger with Nordwest Getranke GmbH & Co.
KG,  another  German  bottler.  Approximately  7.5 million  shares were  issued,
resulting in a one-time noncash pretax gain for our Company of approximately $27
million.  We provided  deferred taxes of approximately $10 million on this gain.
This issuance  reduced our ownership in CCEAG from  approximately  45 percent to
approximately  40 percent.
   In June 1998,  Coca-Cola  Enterprises  completed  its  acquisition  of CCBG
Corporation  and  Texas  Bottling  Group,  Inc.   (collectively  known  as  Coke
Southwest).   The  transaction  was  valued  at   approximately   $1.1  billion.
Approximately  55 percent of the  transaction  was funded  with the  issuance of
approximately 17.7 million shares of Coca-Cola Enterprises common stock, and the
remaining portion was funded through debt and assumed debt. The

                                       53



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries

Coca-Cola  Enterprises  common stock issued in exchange for Coke  Southwest was
valued at  an amount  greater than  the book  value per share of our investment
in Coca-Cola  Enterprises.  As a result of this  transaction,  our equity in the
underlying net assets of Coca-Cola  Enterprises increased and we recorded a $257
million increase to our Company's investment basis in Coca-Cola Enterprises. Due
to  Coca-Cola  Enterprises'  share  repurchase  program,  the  increase  in  our
investment in Coca-Cola  Enterprises was recorded as an equity transaction,  and
no gain was  recognized.  We recorded a deferred tax liability of  approximately
$101 million on this increase to our investment in Coca-Cola Enterprises. At the
completion  of this  transaction,  our  ownership in Coca-Cola  Enterprises  was
approximately 42 percent.

NOTE 4: ACCOUNTS PAYABLE AND ACCRUED EXPENSES
- ---------------------------------------------
   Accounts payable and accrued expenses consist of the following (in millions):




December 31,                                               2000           1999
- --------------------------------------------------------------------------------
                                                                 

Accrued marketing                                       $ 1,163        $ 1,056
Container deposits                                           58             53
Accrued compensation                                        141            164
Sales, payroll and other taxes                              166            297
Accrued realignment expenses                                254              -
Accounts payable and other accrued expenses               2,123          2,144
- --------------------------------------------------------------------------------
                                                        $ 3,905        $ 3,714
================================================================================



NOTE 5: SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS
- -----------------------------------------------------
   Loans and notes payable consist  primarily of commercial paper issued in the
United  States.  On  December  31,  2000,  we had $4.5  billion  outstanding  in
commercial paper borrowings. In addition, we had $3.0 billion in lines of credit
and other short-term credit facilities  available,  of which  approximately $246
million was  outstanding.  Our  weighted-average  interest  rates for commercial
paper outstanding were approximately 6.7 percent and 6.0 percent at December 31,
2000 and 1999, respectively.
   These facilities are subject to normal banking terms and conditions. Some of
the  financial  arrangements  require  compensating  balances,  none of which is
presently significant to our Company.


NOTE 6: LONG-TERM DEBT
- ----------------------
   Long-term debt consists of the following (in millions):


December 31,                                             2000             1999
- --------------------------------------------------------------------------------
6% U.S. dollar notes due 2000                           $   -            $  250
6 5/8% U.S. dollar notes due 2002                         150               150
6% U.S. dollar notes due 2003                             150               150
5 3/4% U.S. dollar notes due 2009                         399               399
7 3/8% U.S. dollar notes due 2093                         116               116
Other, due 2001 to 2013                                    41                50
- --------------------------------------------------------------------------------
                                                          856             1,115
Less current portion                                       21               261
- --------------------------------------------------------------------------------
                                                        $ 835            $  854
================================================================================

   After giving effect to interest rate  management  instruments,  the principal
amount of our long-term debt  that had  fixed  and  variable  interest  rates,
respectively,  was $706 million and $150 million on December 31, 2000,  and $690
million and $425 million on December 31, 1999.  The weighted-average  interest
rate on our  Company's long-term  debt was 5.9  percent  and 5.6 percent for the
years ended  December 31, 2000 and 1999,  respectively.  Total interest paid was
approximately  $458  million,  $314 million and $298  million in 2000,  1999 and
1998, respectively.  For a more complete discussion of interest rate management,
refer to Note 9.




   Maturities of long-term debt for the five years succeeding December 31, 2000,
are as follows (in millions):

        2001            2002            2003            2004            2005
                                                         

- --------------------------------------------------------------------------------
        $ 21            $154            $153            $  2            $  1
================================================================================


   The above notes  include  various  restrictions,  none of which is  presently
significant to our Company.


NOTE 7: COMPREHENSIVE INCOME
- ----------------------------



   Accumulated  other  comprehensive   income  consists  of  the  following  (in
millions):

December 31,                                         2000             1999
- --------------------------------------------------------------------------------
                                                            

Foreign currency
  translation adjustment                          $(2,475)        $(1,510)
Unrealized gain on
  available-for-sale securities                       (26)             34
Minimum pension liability                             (26)            (16)
- --------------------------------------------------------------------------------
                                                  $(2,527)        $(1,492)
================================================================================


                                       54



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries




   A summary of the components of other comprehensive income for the years ended
December 31, 2000, 1999 and 1998, is as follows (in millions):


                             Before-Tax        Income               After-Tax
December 31,                     Amount           Tax                  Amount
- --------------------------------------------------------------------------------
                                                             

2000
Net foreign currency
  translation                   $(1,074)        $ 109                  $ (965)
Net change in unrealized
  gain (loss) on available-
  for-sale securities               (90)           30                     (60)
Minimum pension liability           (17)            7                     (10)
- --------------------------------------------------------------------------------
Other comprehensive
  income (loss)                 $(1,181)        $ 146                 $(1,035)
================================================================================


                             Before-Tax        Income               After-Tax
December 31,                     Amount           Tax                  Amount
- --------------------------------------------------------------------------------
1999
Net foreign currency
  translation                   $  (249)        $  59                 $  (190)
Net change in unrealized
   gain (loss) on available-
   for-sale securities               37           (14)                     23
Minimum pension liability            38           (13)                     25
- --------------------------------------------------------------------------------
Other comprehensive
  income (loss)                 $  (174)        $  32                 $  (142)
================================================================================


                             Before-Tax        Income               After-Tax
December 31,                     Amount           Tax                  Amount
- --------------------------------------------------------------------------------
1998
Net foreign currency
  translation                   $    52         $    -                $   52
Net change in unrealized
  gain (loss) on available-
  for-sale securities               (70)            23                   (47)
Minimum pension liability            (5)             1                    (4)
- --------------------------------------------------------------------------------
Other comprehensive
  income (loss)                 $   (23)        $   24                $    1
================================================================================



NOTE 8: FINANCIAL INSTRUMENTS
- -----------------------------

FAIR VALUE OF FINANCIAL  INSTRUMENTS
   The carrying amounts  reflected in our Consolidated  Balance Sheets for cash,
cash  equivalents,   marketable  equity  securities,  cost  method  investments,
receivables,  loans and notes  payable  and  long-term  debt  approximate  their
respective  fair values.  Fair values are based  primarily on quoted  prices for
those or similar instruments.  A comparison of the carrying value and fair value
of our hedging instruments is included in Note 9.

CERTAIN DEBT AND MARKETABLE EQUITY SECURITIES
   Investments in debt and marketable equity securities,  other than investments
accounted  for  by  the  equity  method,  are  categorized  as  either  trading,
available-for-sale or held-to-maturity. On December 31, 2000 and 1999, we had no
trading securities.  Securities categorized as available-for-sale are stated at
fair value,  with  unrealized  gains and losses,  net of deferred  income taxes,
reported  as  a  component  of  accumulated  other  comprehensive  income.  Debt
securities categorized as held-to-maturity are stated at amortized cost.

   On  December  31,  2000 and  1999,  available-for-sale  and  held-to-maturity
securities consisted of the following (in millions):



                                         Gross         Gross          Estimated
                                    Unrealized    Unrealized               Fair
December 31,              Cost           Gains        Losses              Value
- --------------------------------------------------------------------------------
                                                            

2000
Available-for-sale
  securities
   Equity securities   $   248           $  57         $ (90)           $   215
   Collateralized
     mortgage
     obligations            25               -            (2)                23
   Other debt
    securities              15               -             -                 15
- --------------------------------------------------------------------------------
                       $   288           $  57         $ (92)           $   253
================================================================================

Held-to-maturity
 securities
  Bank and
   corporate debt      $ 1,115           $   -         $   -            $ 1,115
- --------------------------------------------------------------------------------
                       $ 1,115           $   -         $   -            $ 1,115
================================================================================


                                       55



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries




                                         Gross         Gross          Estimated
                                    Unrealized     nrealized               Fair
December 31,              Cost           Gains        Losses              Value
- --------------------------------------------------------------------------------
                                                            

1999
Available-for-sale
  securities
   Equity securities   $   246           $  69         $ (13)           $   302
   Collateralized
     mortgage
     obligations            45               -            (1)                44
   Other debt
    securities               8               -             -                  8
- --------------------------------------------------------------------------------
                       $   299           $  69         $ (14)           $   354
================================================================================

Held-to-maturity
 securities
  Bank and
   corporate debt      $ 1,137           $   -         $   -            $ 1,137
  Other debt
   securities               49               -             -                 49
- --------------------------------------------------------------------------------
                       $ 1,186           $   -         $   -            $ 1,186
================================================================================



   On  December  31,  2000 and 1999,  these  investments  were  included  in the
following captions in our Consolidated Balance Sheets (in millions):




                                Available-for-Sale            Held-to-Maturity
December 31,                            Securities                  Securities
- --------------------------------------------------------------------------------
                                                                 
2000
Cash and cash equivalents                  $    -                      $ 1,113
Current marketable securities                  71                            2
Cost method investments,
 principally bottling companies               151                            -
Marketable securities and
 other assets                                  31                            -
- --------------------------------------------------------------------------------
                                           $  253                      $ 1,115
================================================================================


1999
Cash and cash equivalents                  $    -                      $ 1,061
Current marketable securities                  76                          125
Cost method investments,
 principally bottling companies               227                            -
Marketable securities and
 other assets                                  51                            -
- --------------------------------------------------------------------------------
                                          $   354                      $ 1,186
================================================================================



   The contractual maturities of these investments as of December 31, 2000, were
as follows (in millions):




                                Available-for-Sale         Held-to-Maturity
                                    Securities                Securities
                                -------------------      --------------------

                                               Fair      Amortized       Fair
                                Cost          Value           Cost      Value
- --------------------------------------------------------------------------------
                                                          

2001                           $   7          $   7        $ 1,115    $ 1,115
2002- 2005                         8              8              -          -
Collateralized
 mortgage
 obligations                      25             23              -          -
Equity securities                248            215              -          -
- --------------------------------------------------------------------------------
                               $ 288          $ 253        $ 1,115    $ 1,115
================================================================================


   For the years ended  December  31, 2000 and 1999,  gross  realized  gains and
losses on sales of available-for-sale  securities were not material. The cost of
securities sold is based on the specific identification method.


NOTE 9: HEDGING TRANSACTIONS AND DERIVATIVE
        FINANCIAL INSTRUMENTS
- -------------------------------------------

   Our Company uses  derivative  financial  instruments  primarily to reduce our
exposure to adverse  fluctuations  in interest rates and foreign  exchange rates
and,  to a lesser  extent,  to reduce our  exposure to adverse  fluctuations  in
commodity  prices and other market  risks.  When entered into,  these  financial
instruments  are  designated as hedges of underlying  exposures.  Because of the
high  correlation  between the hedging  instrument and the  underlying  exposure
being hedged,  fluctuations in the value of the instruments are generally offset
by  changes  in the  value  of  the  underlying  exposures.  Virtually  all  our
derivatives are "over-the-counter" instruments.  Our Company does not enter into
derivative financial instruments for trading purposes.
   The estimated  fair values of  derivatives  used to hedge or modify our risks
fluctuate over time. These fair value amounts should not be viewed in isolation,
but rather in relation to the fair values of the underlying hedging transactions
and  investments  and to  the  overall  reduction  in our  exposure  to  adverse
fluctuations in interest rates,  foreign  exchange rates,  commodity  prices and
other market risks.
   The  notional  amounts  of  the  derivative  financial   instruments  do  not
necessarily represent amounts exchanged by the parties and, therefore, are not a
direct  measure  of our  exposure  from  our  use of  derivatives.  The  amounts
exchanged are calculated by reference to the notional amounts and by other terms
of the  derivatives,  such as interest rates,  exchange rates or other financial
indices.
   We have  established  strict  counterparty  credit  guidelines and enter into
transactions only with financial  institutions of investment grade or better. We
monitor  counterparty  exposures daily and review any downgrade in credit rating
immediately.  If a  downgrade  in the credit  rating of a  counterparty  were to
occur, we have provisions requiring

                                       56



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


collateral in the form of U.S.  government  securities for  substantially all
our  transactions.  To mitigate  presettlement  risk,  minimum credit  standards
become more  stringent as the duration of the  derivative  financial  instrument
increases.  To  minimize  the  concentration  of  credit  risk,  we  enter  into
derivative transactions with a portfolio of financial institutions. As a result,
we consider the risk of counterparty default to be minimal.

INTEREST RATE MANAGEMENT
   Our Company  maintains a percentage  of fixed and  variable  rate debt within
defined  parameters.  We enter into interest rate swap  agreements that maintain
the  fixed-to-variable   mix  within  these  parameters.   These  contracts  had
maturities  ranging from one to four years on December 31, 2000.  Variable rates
are  predominantly  linked to the London Interbank Offered Rate. Any differences
paid or received on interest rate swap  agreements are recognized as adjustments
to interest expense over the life of each swap,  thereby adjusting the effective
interest rate on the  underlying  obligation.  Additionally,  our Company enters
into  interest  rate  cap  agreements  that may  entitle  us to  receive  from a
financial  institution the amount, if any, by which our interest payments on our
variable rate debt exceed prespecified interest rates through 2004.

FOREIGN CURRENCY MANAGEMENT
   The purpose of our foreign currency hedging  activities is to reduce the risk
that our  eventual  dollar net cash  inflows  resulting  from sales  outside the
United States will be adversely affected by changes in exchange rates.
   We enter into  forward  exchange  contracts  and  purchase  currency  options
(principally  Euro and Japanese yen) to hedge firm sale commitments  denominated
in foreign currencies.  We also purchase currency options  (principally Euro and
Japanese yen) to hedge  certain  anticipated  sales.  Premiums paid and realized
gains and losses,  including those on any terminated contracts,  are included in
prepaid  expenses and other assets.  These are recognized in income,  along with
unrealized  gains and losses in the same  period the  hedging  transactions  are
realized.  Approximately  $26  million  of  realized  gains and $85  million  of
realized losses on settled  contracts entered into as hedges of firmly committed
transactions  that have not yet occurred  were deferred on December 31, 2000 and
1999, respectively.  Deferred gains/losses from hedging anticipated transactions
were not material on December 31, 2000 or 1999.  In the unlikely  event that the
underlying transaction  terminates or becomes improbable,  the deferred gains or
losses on the associated derivative will be recorded in our income statement.
   Gains and losses on derivative financial  instruments that are designated and
effective as hedges of net investments in international  operations are included
in  share-owners'  equity  as  a  foreign  currency  translation  adjustment,  a
component of accumulated other comprehensive income.
   The  following  tables  present the  aggregate  notional  principal  amounts,
carrying  values,  fair  values  and  maturities  of  our  derivative  financial
instruments outstanding on December 31, 2000 and 1999 (in millions):




                              Notional
                             Principal     Carrying         Fair
December 31,                   Amounts       Values       Values      Maturity
- --------------------------------------------------------------------------------
                                                          

2000
Interest rate
 management

 Swap agreements
   Assets                       $  150        $   1      $    8       2003
   Liabilities                      25           (1)        (10)      2001-2003
 Interest rate caps
   Assets                        1,600            8           4       2004

Foreign currency
 management

 Forward contracts
   Assets                        1,812           49          74       2001
 Swap agreements
   Assets                           48            2          (3)      2001
   Liabilities                     359           (2)        (19)      2001-2002
 Purchased options
   Assets                          706           18          53       2001-2002
Other
   Assets                           87            2           3       2001
- --------------------------------------------------------------------------------
                               $ 4,787        $  77      $  110
================================================================================


                                       57



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries




                        Notional
                       Principal        Carrying        Fair
December 31,             Amounts          Values      Values          Maturity
- --------------------------------------------------------------------------------
                                                         

1999
Interest rate
  management

  Swap agreements
    Assets               $   250           $   2       $   6         2000-2003
    Liabilities              200              (1)         (8)        2000-2003

Foreign currency
  management

  Forward contracts
    Assets                 1,108              57          71         2000-2001
    Liabilities              344              (6)         (3)        2000-2001
  Swap agreements
    Assets                   102               9          16         2000
    Liabilities              412               -         (77)        2000-2002
  Purchased options
    Assets                 1,770              47          18         2000

Other
    Assets                   185               -           2         2000
    Liabilities              126              (8)         (8)        2000
- --------------------------------------------------------------------------------
                        $  4,497           $ 100       $  17
================================================================================



   Maturities of derivative financial instruments held on December 31, 2000, are
   as follows (in millions):





        2001            2002            2003            2004
- --------------------------------------------------------------------------------
                                         

     $2,878           $ 234           $  75          $1,600
================================================================================



NOTE 10: COMMITMENTS AND CONTINGENCIES
- --------------------------------------

   On  December  31,  2000,  we  were  contingently  liable  for  guarantees  of
indebtedness  owed by third parties in the amount of $397  million,  of which $7
million  related  to  independent  bottling  licensees.  We do not  consider  it
probable  that we will be required to satisfy these  guarantees.
   We believe our exposure to concentrations of credit risk is limited, due to
the diverse geographic areas covered by our operations.
   We have committed to make future marketing  expenditures of $772 million,  of
which  the  majority  is  payable  over the next 12 years.  Additionally,  under
certain circumstances,  we have committed to make future investments in bottling
companies.  However,  we  do  not  consider  any  of  these  commitments  to  be
individually significant.


NOTE 11: NET CHANGE IN OPERATING ASSETS AND LIABILITIES
- -------------------------------------------------------

   The  changes  in  operating  assets  and  liabilities,   net  of  effects  of
acquisitions   and   divestitures   of  businesses   and   unrealized   exchange
gains/losses, are as follows (in millions):





                                        2000            1999            1998
- --------------------------------------------------------------------------------
                                                             

Increase in trade accounts
  receivable                          $  (39)         $  (96)         $ (237)
Increase in inventories                   (2)           (163)            (12)
Increase in prepaid expenses
  and other assets                      (618)           (547)           (318)
Increase (decrease) in
  accounts payable
  and accrued expenses                   (84)            281             (70)
Increase (decrease) in
  accrued taxes                          (96)            (36)            120
Increase (decrease) in
  other liabilities                      (13)              4             (33)
- --------------------------------------------------------------------------------
                                      $ (852)         $ (557)         $ (550)
================================================================================



NOTE 12: RESTRICTED STOCK, STOCK OPTIONS AND OTHER STOCK PLANS
- --------------------------------------------------------------

   Our Company currently sponsors  restricted stock award plans and stock option
plans.  Our  Company  applies  Accounting  Principles  Board  Opinion No. 25 and
related   Interpretations   in  accounting  for  our  plans.   Accordingly,   no
compensation   cost  has  been  recognized  for  our  stock  option  plans.  The
compensation  cost charged  against income for our restricted  stock award plans
was $6  million  in 2000,  $39  million  in 1999  and $14  million  in 1998.  In
addition,  the Company recorded a charge of $37 million for special  termination
benefits as part of the Realignment  discussed in Note 16. Had compensation cost
for the stock option plans been determined  based on the fair value at the grant
dates for awards  under the plans,  our Company's  net income and net income per
share (basic and diluted) would have been as presented in the following table.

                                       58



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


   The pro forma  amounts are  indicated  below (in  millions,  except per share
amounts):




Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------
                                                            

Net income
  As reported                        $ 2,177         $ 2,431         $ 3,533
  Pro forma                          $ 1,995         $ 2,271         $ 3,405
Basic net income per share
  As reported                        $   .88         $   .98         $  1.43
  Pro forma                          $   .81         $   .92         $  1.38
Diluted net income per share
  As reported                        $   .88         $   .98         $  1.42
  Pro forma                          $   .80         $   .91         $  1.36
================================================================================


   Under the amended  1989  Restricted  Stock  Award Plan and the  amended  1983
Restricted Stock Award Plan (the Restricted  Stock Award Plans),  40 million and
24 million shares of restricted  common stock,  respectively,  may be granted to
certain officers and key employees of our Company.
   On December 31, 2000,  30 million  shares were  available for grant under the
Restricted  Stock Award Plans. In 2000,  there were 546,585 shares of restricted
stock granted at an average price of $58.20.  In 1999,  there were 32,100 shares
of  restricted  stock granted at an average  price of $53.86.  In 1998,  707,300
shares  of  restricted  stock  were  granted  at an  average  price  of  $67.03.
Participants are entitled to vote and receive dividends on the shares and, under
the 1983 Restricted Stock Award Plan, participants are reimbursed by our Company
for  income  taxes  imposed  on the award,  but not for taxes  generated  by the
reimbursement  payment. The shares are subject to certain transfer  restrictions
and may be forfeited if a participant  leaves our Company for reasons other than
retirement, disability or death, absent a change in control of our Company.
   In addition,  270,000  shares of three-year  performance-based  and 2,025,000
shares  of five-year  performance-based  restricted  stock were granted in 2000.
The release of these shares is  contingent  upon the Company  achieving  certain
predefined  performance  targets over the  three-year  or five-year  measurement
periods,  respectively.  Participants are entitled to vote and receive dividends
on these shares  during the  measurement  period.  The Company also  promised to
grant  180,000  shares of stock at the end of three years and 200,000  shares of
stock at the end of five  years to certain  employees  if the  Company  achieves
predefined  performance  targets  over  the  three-year  or  five-year  periods,
respectively.  The Company did not grant any  performance-based  stock awards in
1999 or 1998.
   Under our 1991 Stock  Option  Plan (the 1991 Option  Plan),  a maximum of 120
million  shares of our common stock was approved to be issued or  transferred to
certain officers and employees  pursuant to stock options and stock appreciation
rights granted under the 1991 Option Plan. The stock appreciation  rights permit
the holder,  upon  surrendering  all or part of the  related  stock  option,  to
receive  cash,  common stock or a  combination  thereof,  in an amount up to 100
percent of the difference between the market price and the option price. Options
to purchase common stock under the 1991 Option Plan have been granted to Company
employees at fair market value at the date of grant.
   Our stock  option plan (the 1999 Option Plan) was approved by share owners in
April of 1999.  Following  the approval of the 1999 Option Plan,  no grants were
made from the 1991 Option Plan and shares  available  under the 1991 Option Plan
were no longer available to be granted. Under the 1999 Option Plan, a maximum of
120 million  shares of our common stock was approved to be issued or transferred
to certain  officers and employees  pursuant to stock options  granted under the
1999 Option  Plan.  Options to purchase  common stock under the 1999 Option Plan
have been  granted  to Company  employees  at fair  market  value at the date of
grant.
   Generally,  stock options become  exercisable over a four-year vesting period
and  expire 15 years  from the date of grant.  Prior to 1999,  generally,  stock
options became exercisable over a three-year vesting period and expired 10 years
from the date of grant.
   The fair value of each option  grant is  estimated on the date of grant using
the  Black-Scholes  option-pricing  model  with the  following  weighted-average
assumptions  used for  grants  in 2000,  1999 and 1998,  respectively:  dividend
yields of 1.2, 1.2 and 0.9 percent;  expected  volatility of 31.7, 27.1 and 24.1
percent;  risk-free  interest  rates of 5.8, 6.2 and 4.0  percent;  and expected
lives  of  five  years  for  2000  and  four  years  for  1999  and  1998.   The
weighted-average fair value of options granted was $19.85, $15.77 and $15.41 for
the years ended December 31, 2000, 1999 and 1998, respectively.

                                       59




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


   A summary of stock option activity under all plans is as follows (shares in
millions):



                                                   2000                            1999                            1998
                                        -------------------------      --------------------------      ---------------------------
                                                 Weighted-Average                Weighted-Average                Weighted-Average
                                        Shares     Exercise Price      Shares      Exercise Price      Shares      Exercise Price
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                        

Outstanding on January 1,                  101            $ 46.66          80             $ 42.77          80             $ 33.22
Granted {1}                                 32              57.35          28               53.53          17               65.91
Exercised                                  (12)             26.00          (6)              26.12         (16)              18.93
Forfeited/Expired {2}                       (9)             57.51          (1)              60.40          (1)              55.48
- ----------------------------------------------------------------------------------------------------------------------------------
Outstanding on December 31,                112            $ 51.23         101             $ 46.66          80             $ 42.77
- ----------------------------------------------------------------------------------------------------------------------------------
Exercisable on December 31,                 60            $ 46.57          59             $ 39.40          52             $ 32.41
- ----------------------------------------------------------------------------------------------------------------------------------
Shares available on December 31,
 for options that may be granted            65                             92                              18
==================================================================================================================================

[FN]

{1} No grants were made from the 1991 Option Plan during 1999 or 2000.
{2} Shares Forfeited/Expired relate to the 1991 and 1999 Option Plans.

</FN>

   The following table  summarizes  information  about stock options at December
31, 2000 (shares in millions):




                                                Outstanding Stock Options                               Exercisable Stock Options
                                ---------------------------------------------------                  -------------------------------
                                            Weighted-Average
                                                   Remaining       Weighted-Average                             Weighted-Average
Range of Exercise Prices        Shares      Contractual Life         Exercise Price                     Shares    Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
$10.00 to $20.00                     2             0.8 years                $ 15.37                          2           $ 15.37
$20.01 to $30.00                    11             3.1 years                $ 23.41                         11           $ 23.41
$30.01 to $40.00                    10             4.8 years                $ 35.63                         10           $ 35.63
$40.01 to $50.00                    10             5.8 years                $ 48.86                          9           $ 48.86
$50.01 to $60.00                    65             8.9 years                $ 56.31                         17           $ 57.06
$60.01 to $86.75                    14             7.8 years                $ 65.87                         11           $ 65.90
- ------------------------------------------------------------------------------------------------------------------------------------
$10.00 to $86.75                   112             7.4 years                $ 51.23                         60           $ 46.57
====================================================================================================================================



NOTE 13: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
- -------------------------------------------------------

   Our Company sponsors and/or contributes to pension and postretirement  health
care and life insurance benefit plans covering  substantially all U.S. employees
and certain employees in international  locations. We also sponsor nonqualified,
unfunded defined benefit pension plans for certain officers and other employees.
In addition,  our Company and its  subsidiaries  have various  pension plans and
other forms of postretirement arrangements outside the United States.
   Total expense for all benefit plans, including defined benefit pension plans,
defined  contribution  pension plans,  and  postretirement  health care and life
insurance  benefit plans,  amounted to approximately  $116 million in 2000, $108
million in 1999 and $119 million in 1998.  In addition,  the Company  recorded a
charge  of  $124  million  for  special  retirement  benefits  as  part  of  the
Realignment  discussed in Note 16. Net  periodic  cost for our pension and other
benefit plans consists of the following (in millions):




                                                 Pension Benefits
                                      ------------------------------------------
Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------
                                                              

Service cost                           $  54           $  67           $  56
Interest cost                            119             111             105
Expected return on plan assets          (132)           (119)           (105)
Amortization of prior service cost         4               6               3
Recognized net actuarial (gain) loss      (7)              7               9
Settlements and curtailments               1               -               -
- --------------------------------------------------------------------------------
Net periodic pension cost              $  39           $  72           $  68
================================================================================

                                                  Other Benefits
                                      ------------------------------------------
Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------
Service cost                           $  12           $  14           $  14
Interest cost                             29              22              25
Expected return on plan assets            (1)             (1)             (1)
Amortization of prior service cost         1               -               -
Recognized net actuarial (gain) loss      (1)              -               -
- --------------------------------------------------------------------------------
Net periodic cost                      $  40           $  35           $  38
================================================================================


                                       60



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


   The  following  table sets forth the  change in  benefit  obligation  for our
benefit plans (in millions):



                                            Pension Benefits                 Other Benefits
                                     -----------------------------    ----------------------------
December 31,                            2000                1999        2000               1999
- --------------------------------------------------------------------------------------------------
                                                                             

Benefit obligation at
 beginning of year                   $ 1,670             $ 1,717      $  303             $  381
Service cost                              54                  67          12                 14
Interest cost                            119                 111          29                 22
Foreign currency
 exchange rate changes                   (55)                (13)          -                  -
Amendments                                57                   4          21                  -
Actuarial (gain) loss                     77                (137)         25               (101)
Benefits paid                           (146)                (84)        (17)               (14)
Settlements and
 curtailments                            (67)                  -          13                  -
Special retirement
 benefits                                104                   -          20                  -
Other                                      6                   5           1                  1
- --------------------------------------------------------------------------------------------------
Benefit obligation
 at end of year                      $ 1,819             $ 1,670      $  407             $  303
==================================================================================================


   The  following  table sets forth the  change in plan  assets for our  benefit
plans (in millions):





                                           Pension Benefits                 Other Benefits
                                     -----------------------------    ----------------------------
December 31,                            2000                1999        2000               1999
- --------------------------------------------------------------------------------------------------
                                                                               

Fair value of plan assets
 at beginning of year {1}            $ 1,722             $ 1,516        $ 29               $ 36
Actual return on
 plan assets                               4                 259           2                  1
Employer contribution                     31                  34           -                  5
Foreign currency
 exchange rate changes                   (57)                (20)          -                  -
Benefits paid                           (120)                (69)        (14)               (14)
Settlements                              (38)                  -           -                  -
Other                                     13                   2           -                  1
- --------------------------------------------------------------------------------------------------
Fair value of plan assets
 at end of year {1}                  $ 1,555             $ 1,722        $ 17               $ 29
==================================================================================================


[FN]

{1} Pension benefit plan assets primarily consist of listed stocks including
    1,621,050 and 1,584,000 shares of common stock of our Company with a
    fair value of $99 million and $92 million as of December 31, 2000 and 1999,
    respectively.
</FN>

   The projected benefit  obligation,  accumulated  benefit  obligation and fair
value of plan assets for the pension plans with benefit obligations in excess of
plan assets were $570 million, $480 million and $152 million,  respectively,  as
of  December  31,  2000,  and $556  million,  $434  million  and  $161  million,
respectively, as of December 31, 1999.

   The accrued  pension and other benefit costs  recognized in our  accompanying
Consolidated Balance Sheets are computed as follows (in millions):




                                           Pension Benefits                 Other Benefits
                                     -----------------------------    ----------------------------
December 31,                            2000                1999        2000               1999
- --------------------------------------------------------------------------------------------------
                                                                             

Funded status                         $ (264)               $ 52      $ (390)            $ (274)
Unrecognized net (asset)
 liability at transition                  (6)                  4           -                  -
Unrecognized prior
 service cost                             90                  54          23                  4
Unrecognized net gain                    (89)               (285)        (51)               (91)
- --------------------------------------------------------------------------------------------------
Net liability recognized              $ (269)             $ (175)     $ (418)            $ (361)
- --------------------------------------------------------------------------------------------------
Prepaid benefit cost                  $   39              $   73      $    -             $    -
Accrued benefit liability               (374)               (305)       (418)              (361)
Accumulated other
 comprehensive income                     43                  26           -                  -
Intangible asset                          23                  31           -                  -
- --------------------------------------------------------------------------------------------------
Net liability recognized              $ (269)             $ (175)     $ (418)            $ (361)
==================================================================================================


   The weighted-average  assumptions used in computing the preceding information
are as follows:




                                                 Pension Benefits
                                      ------------------------------------------
December 31,                            2000            1999            1998
- --------------------------------------------------------------------------------
                                                              

Discount rate                              7%              7%          6 1/2%
Rate of increase in
 compensation levels                   4 1/2%          4 1/2%          4 1/2%
Expected long-term
 rate of return on
 plan assets                           8 1/2%          8 1/2%          8 3/4%



                                                  Other Benefits
                                      ------------------------------------------
December 31,                            2000            1999            1998
- --------------------------------------------------------------------------------
Discount rate                          7 1/2%              8%          6 3/4%
Rate of increase in
 compensation levels                   4 3/4%              5%          4 1/2%
Expected long-term
 rate of return on
 plan assets                               3%              3%              3%



   The rate of increase in per capita costs of covered  health care  benefits is
assumed to be 7 percent in 2001,  decreasing  gradually  to 5 1/4 percent by the
year 2005.

                                       61



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


   A one  percentage  point  change in the  assumed  health care cost trend rate
would have the following effects (in millions):




                                One Percentage                One Percentage
                                Point Increase                Point Decrease
                                --------------                --------------
                                                                 

Effect on accumulated
 postretirement benefit
 obligation as of
 December 31, 2000                        $ 55                         $ (45)

Effect on net periodic
 postretirement benefit
 cost in 2000                             $  8                         $  (6)




NOTE 14: INCOME TAXES
- ---------------------

   Income before income taxes consists of the following (in millions):




Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------
                                                            

United States                        $ 1,497         $ 1,504         $ 1,979
International                          1,902           2,315           3,219
- --------------------------------------------------------------------------------
                                     $ 3,399         $ 3,819         $ 5,198
================================================================================




   Income tax expense (benefit) consists of the following (in millions):



Year Ended                      United     State &
December 31,                    States       Local    International     Total
- --------------------------------------------------------------------------------
                                                         

2000
 Current                        $  48        $ 16          $ 1,155   $ 1,219
 Deferred                          (9)         46              (34)        3
1999
 Current                         $ 395        $ 67          $   829   $ 1,291
 Deferred                          182          11              (96)       97
1998
 Current                         $ 683        $ 91          $   929   $ 1,703
 Deferred                          (73)         28                7       (38)
================================================================================


   We made income tax payments of approximately  $1,327 million,  $1,404 million
and  $1,559  million  in 2000,  1999 and 1998,  respectively.  During  the first
quarter of 2000, the United States and Japan taxing authorities  entered into an
Advance Pricing Agreement (APA) whereby the level of royalties paid by Coca-Cola
(Japan)  Company,  Ltd. (our Subsidiary) to our Company has been established for
the years 1993 through  2001.  Pursuant to the terms of the APA, our  Subsidiary
has filed amended returns for the applicable  periods  reflecting the negotiated
royalty rate. These amended returns resulted in the payment during the first and
second  quarters of 2000 of additional  Japanese  taxes,  the effect of which on
both our financial performance and our effective tax rate was not material,  due
primarily to offsetting tax credits on our U.S. income tax return.

   A reconciliation of the statutory U.S. federal rate and effective rates is as
follows:




Year Ended December 31,                 2000            1999            1998
- --------------------------------------------------------------------------------

                                                               
Statutory U.S. federal rate             35.0%           35.0%           35.0%
State income taxes-net of
 federal benefit                          .8             1.0             1.0
Earnings in jurisdictions taxed
 at rates different from the
 statutory U.S. federal rate            (4.0)           (6.0)           (4.3)
Equity income or loss {1}                2.9             1.6               -
Other operating charges {2}              1.9             5.3               -
Other-net                                (.6)            (.6)             .3
- --------------------------------------------------------------------------------
                                        36.0%           36.3%           32.0%
================================================================================

[FN]

{1} Includes charges by equity investees. See Note 15.
{2} Includes charges related to certain bottling, manufacturing and intangible
    assets.  See Note 15.
</FN>

   Our  effective  tax  rate  reflects  the  tax  benefit  derived  from  having
significant  operations  outside the United States that are taxed at rates lower
than the U.S. statutory rate of 35 percent.
   In 2000, management concluded that it was more likely than not that local tax
benefits  would not be realized  with  respect to  principally  all of the items
discussed  in Note 15,  with the  exception  of  approximately  $188  million of
charges  related  to the  settlement  terms  of a  class  action  discrimination
lawsuit.  Accordingly,  valuation  allowances were recorded to offset the future
tax  benefit  of  these  nonrecurring  items  resulting  in an  increase  in our
effective  tax rate.  Excluding  the  impact of these  nonrecurring  items,  the
effective tax rate on operations for the year was slightly more than 30 percent.
   In 1999, the Company recorded a charge of $813 million,  primarily reflecting
the impairment of certain  bottling,  manufacturing and intangible  assets.  For
some  locations  with impaired  assets,  management  concluded  that it was more
likely  than not that no local tax benefit  would be  realized.  Accordingly,  a
valuation  allowance  was recorded  offsetting  the future tax benefits for such
locations.  This  resulted in an increase  in our  effective  tax rate for 1999.
Excluding the impact,  the Company's effective tax rate for 1999 would have been
31.0 percent.
   We have provided  appropriate  U.S. and  international  taxes for earnings of
subsidiary  companies  that are  expected to be remitted to the parent  company.
Exclusive  of amounts  that would  result in little or no tax if  remitted,  the
cumulative  amount of unremitted  earnings from our  international  subsidiaries
that is expected to be indefinitely reinvested was approximately $3.7 billion on
December  31,  2000.  The  taxes  that  would be paid upon  remittance  of these
indefinitely  reinvested  earnings  are  approximately  $1.3  billion,  based on
current tax laws.

                                       62



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


   The tax effects of temporary  differences and carryforwards that give rise to
deferred tax assets and liabilities consist of the following (in millions):




December 31,                                            2000            1999
- --------------------------------------------------------------------------------
                                                                

Deferred tax assets:
  Benefit plans                                       $  261          $  311
  Liabilities and reserves                               456             169
  Net operating loss carryforwards                       375             196
  Other operating charges                                321             254
  Other                                                  126             272
- --------------------------------------------------------------------------------
  Gross deferred tax assets                            1,539           1,202
  Valuation allowance                                   (641)           (443)
- --------------------------------------------------------------------------------
                                                      $  898          $  759
- --------------------------------------------------------------------------------
Deferred tax liabilities:
  Property, plant and equipment                       $  425          $  320
  Equity investments                                     228             397
  Intangible assets                                      224             197
  Other                                                  129              99
- --------------------------------------------------------------------------------
                                                      $1,006          $1,013
================================================================================
Net deferred tax asset (liability){1}                 $ (108)         $ (254)
================================================================================

[FN]

{1} Deferred  tax assets of $250 million and $244 million have been  included
    in the consolidated balance sheet caption "Marketable securities and other
    assets" at December 31, 2000 and 1999, respectively.
</FN>


   On December  31, 2000 and 1999,  we had  approximately  $143 million and $233
million,   respectively,   of  gross  deferred  tax  assets,  net  of  valuation
allowances, located in countries outside the United States.
   On December 31, 2000,  we had $968  million of operating  loss  carryforwards
available to reduce future taxable income of certain international subsidiaries.
Loss  carryforwards of $635 million must be utilized within the next five years;
$333 million can be utilized over an indefinite  period.  A valuation  allowance
has been provided for a portion of the deferred tax assets related to these loss
carryforwards.


NOTE 15: NONRECURRING ITEMS
- ---------------------------
   In the first  quarter of 2000,  we  recorded  charges of  approximately  $405
million  related  to the  impairment  of  certain  bottling,  manufacturing  and
intangible  assets,  primarily  within our  Indian  bottling  operations.  These
impairment  charges were recorded to reduce the carrying value of the identified
assets to fair  value.  Fair value was  derived  using cash flow  analysis.  The
assumptions  used in the cash flow analysis were  consistent  with those used in
our internal  planning  process.  The assumptions  included  estimates of future
growth in unit cases,  estimates  of gross  margins,  estimates of the impact of
exchange  rates and  estimates of tax rates and tax  incentives.  The charge was
primarily  the result of our  revised  outlook  for the Indian  beverage  market
including the future expected tax environment.  The remaining  carrying value of
long-lived  assets  within our Indian  bottling  operations,  immediately  after
recording the impairment charge, was approximately $300 million.
   In the third  quarter of 2000,  we  recorded a gain  related to the merger of
Coca-Cola  Beverages and Hellenic  Bottling  Company.  This merger resulted in a
decrease of our Company's equity  ownership  interest  from  approximately  50.5
percent of  Coca-Cola  Beverages  to  approximately  24 percent of the  combined
entity,  CCHBC.  As a result  of our  Company's decreased  equity  ownership,  a
tax-free noncash gain of approximately $118 million was recognized.
   In the fourth  quarter of 2000,  we recorded  charges of  approximately  $188
million related to the settlement terms of, and direct costs related to, a class
action discrimination lawsuit. The monetary settlement includes cash payments to
fund  back  pay,  compensatory  damages,  a  promotional  achievement  fund  and
attorneys' fees. In addition,  the Company  introduced a wide range of training,
monitoring and mentoring programs.  Of the $188 million, $50 million was donated
to The  Coca-Cola  Foundation  to continue its broad range of community  support
programs.  Under the terms of the  settlement  agreement,  the  Company  has the
option to rescind the agreement if more than 200 potential class members opt out
of the settlement.
   In 2000,  the Company also recorded a  nonrecurring  charge of  approximately
$306 million,  which  represents  the Company's portion of a charge  recorded by
Coca-Cola  Amatil  to  reduce  the  carrying  value  of  its  investment  in the
Philippines.  In addition,  Panamco  wrote down selected  assets,  including the
impairment of the value of its Venezuelan  operating unit. The Company's portion
of this charge was approximately  $124 million.  Also contributing to the equity
losses were nonrecurring charges recorded by investees in Eurasia and the Middle
East.  These  nonrecurring  charges were partially offset by the impact of lower
tax rates related to current and deferred taxes at CCEAG.
   In the fourth  quarter of 1999,  we recorded  charges of  approximately  $813
million.  Of this  $813  million,  approximately  $543  million  related  to the
impairment of certain bottling,  manufacturing and intangible assets,  primarily
within our Russian and Caribbean  bottlers and in the Middle and Far East and in
North  America.  These  impairment  charges were recorded to reduce the carrying
value of the identified  assets to fair value.  Fair values were derived using a
variety of  methodologies,  including  cash flow  analysis,  estimates  of sales
proceeds  and  independent  appraisals.  Where cash flow  analyses  were used to
estimate fair values,  key assumptions  employed,  consistent with those used in
our internal  planning  process  included our estimates of future growth in unit
case sales,  estimates of gross margins and estimates of the impact of inflation
and foreign currency fluctuations.  The charges were primarily the result of our
revised  outlook  in  certain  markets  due to  the  prolonged  severe  economic
downturns.  The remaining  carrying value of these impaired  long-lived  assets,
immediately  after  recording the  impairment  charge,  was  approximately  $140
million.

                                       63



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


   Of the $813 million, approximately $196 million related to charges associated
with the  impairment  of the  distribution  and  bottling  assets of our vending
operations  in Japan and our bottling  operations  in the  Baltics.  The charges
reduced the carrying  value of these assets to their fair value less the cost to
sell. Consistent with our long-term bottling investment strategy, management has
committed to a plan to sell our ownership interest in these operations to one of
our strategic  business  partners.  The remaining  carrying  value of long-lived
assets within these  operations  and the income from  operations on an after-tax
basis  as of and  for  the  12-month  period  ending  December  31,  2000,  were
approximately $143 million and $21 million, respectively.
   On December 22, 2000, the Company  signed a definitive  agreement to sell the
assets of our vending  operations in Japan. The expected  proceeds from the sale
of the assets are equal to the current  carrying value of the long-lived  assets
less the cost to sell. The sale transaction is expected to close in early 2001.
   Management had intended to sell the assets of our bottling  operations in the
Baltics to one of our strategic business partners.  That partner is currently in
the process of an internal  restructuring  and no longer  plans to purchase  the
Baltics  bottling  operations.  At this time another suitable buyer has not been
identified. Therefore, the Company will continue to operate the Baltics bottlers
as consolidated operations until a new buyer is identified.
   The  remainder  of the  $813  million  charges,  approximately  $74  million,
primarily  related to the change in senior  management  and  charges  related to
organizational  changes  within  the  Europe  and  Eurasia,  Latin  America  and
Corporate  segments.  These charges were incurred  during the fourth  quarter of
1999.
   In the second  quarter of 1998, we recorded a nonrecurring  charge  primarily
related to the  impairment of certain assets in North America of $25 million and
Corporate of $48 million.


NOTE 16: REALIGNMENT COSTS
- --------------------------

   In January 2000, our  Company initiated a major  organizational  Realignment
intended to put more  responsibility,  accountability and resources in the hands
of  local  business  units of the  Company  so as to fully  leverage  the  local
capabilities of our system.
   Under the Realignment,  employees were separated  from  almost all functional
areas of the Company's  operations,  and certain activities have been outsourced
to third  parties.  The total number of  employees  separated as of December 31,
2000, was approximately 5,200.  Employees separated from the Company as a result
of the  Realignment  were offered  severance or early  retirement  packages,  as
appropriate,  which included both  financial and  nonfinancial  components.  The
Realignment  expenses  included costs associated with involuntary  terminations,
voluntary  retirements and other direct costs  associated with  implementing the
Realignment.  Other direct costs included  repatriating and relocating employees
to local  markets;  asset  write-downs;  lease  cancellation  costs;  and  costs
associated  with  the  development,  communication  and  administration  of  the
Realignment.
   The table  below  summarizes accrued Realignment expenses and amounts charged
against the accrual as of and for the year ended December 31, 2000 (in
millions):





                                                                                                Noncash                 Accrued
                                                                                                    and                 Balance
REALIGNMENT SUMMARY                             Expenses                Payments               Exchange             December 31
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Employees involuntarily separated
  Severance pay and benefits                       $ 216                  $ (123)                 $  (2)                  $  91
  Outside services - legal,
   outplacement, consulting                           33                     (25)                     -                       8
  Other - including asset write-downs                 81                     (37)                    (7)                     37
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   $ 330                  $ (185)                 $  (9)                  $ 136
- ------------------------------------------------------------------------------------------------------------------------------------
Employees voluntarily separated
  Special retirement pay and benefits              $ 353                  $ (174)                 $   -                   $ 179
  Outside services - legal,
   outplacement, consulting                            6                      (3)                     -                       3
- ------------------------------------------------------------------------------------------------------------------------------------
                                                   $ 359                  $ (177)                 $   -                   $ 182
- ------------------------------------------------------------------------------------------------------------------------------------
Other direct costs                                 $ 161                  $  (92)                 $  (9)                  $  60
- ------------------------------------------------------------------------------------------------------------------------------------
Total Realignment                                  $ 850                  $ (454)                 $  (18)                 $ 378{1}
====================================================================================================================================

[FN]

{1} Accrued realignment expenses of approximately $254 million and $124 million
    have been included in the consolidated balance sheet captions "Accounts
    payable and accrued expenses" and "Other liabilities," respectively.
</FN>

                                       64




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries

NOTE 17: ACQUISITIONS AND INVESTMENTS
- -------------------------------------
   In separate transactions during the first half of 2000, our Company purchased
two bottlers in Brazil, Companhia Mineira de Refrescos,  S.A., and Refrigerantes
Minas Gerais Ltda. In October 2000, the Company  purchased a 58 percent interest
in Paresa,  a bottler located in Paraguay.  In December 2000, the Company made a
tender offer for the  remaining  42 percent of the shares in Paresa.  In January
2001, we completed the tender offer. We currently own  approximately  95 percent
of Paresa.  During 2000,  our  Company's  acquisition  and  investment  activity
totaled approximately $400 million.
   During  1999,  the  Company's  acquisition  and  investment  activity,  which
included  the  acquisition  of beverage  brands from Cadbury Schweppes  plc and
investments in the bottling operations of Coca-Cola Embonor S.A., F&N Coca-Cola,
and Coca-Cola West Japan Company,  Ltd., totaled $1.9 billion.  During 1998, the
Company's acquisition and investment activity totaled $1.4 billion.  None of the
acquisitions and investment activity in 1998 was individually significant.
   In July 1999, we completed the acquisition of Cadbury Schweppes plc  beverage
brands in 155 countries for  approximately  $700 million.  These brands included
Schweppes, Canada Dry, Dr Pepper, Crush and certain regional brands. Among the
countries  excluded from this transaction were the United States,  South Africa,
Norway, Switzerland and the European Union member nations (other than the United
Kingdom, Ireland and Greece). In September 1999, we completed the acquisition of
Cadbury Schweppes beverage brands in New Zealand for approximately $20 million.
Also in September 1999, in a separate  transaction  valued at approximately $250
million,  we acquired the carbonated  soft-drink  business of Cadbury  Schweppes
(South  Africa)  Limited  in  South  Africa,  Botswana,   Namibia,  Lesotho  and
Swaziland.
   The  acquisitions  and  investments  have been  accounted  for by either  the
purchase,  equity or cost method of accounting,  as  appropriate.  Their results
have  been  included  in  the  Consolidated   Financial  Statements  from  their
respective dates of acquisition using the appropriate method of accounting.  Had
the results of these  businesses  been  included in operations  commencing  with
1998, the reported results would not have been materially affected.


NOTE 18:  OPERATING SEGMENTS
- ----------------------------

   Effective  January 1,  2000,  two of our Company's  operating  segments  were
geographically  reconfigured  and  renamed.  The  Middle  East and North  Africa
Division was added to the Africa Group, which changed its name to the Africa and
Middle  East  Group.  At the same time the Middle and Far East  Group,  less the
relocated  Middle East and North Africa  Division,  changed its name to the Asia
Pacific  Group.  In the fourth  quarter of 2000,  the Greater  Europe  Group was
renamed  the  Europe  and  Eurasia   Group.   Prior  period  amounts  have  been
reclassified to conform to the current period presentation.
   Our Company's  operating structure includes the following operating segments:
the North  America Group  (including  The Minute Maid  Company);  the Africa and
Middle East Group;  the Europe and Eurasia Group;  the Latin America Group;  the
Asia Pacific Group;  and Corporate.  The North America Group includes the United
States and Canada.


SEGMENT PRODUCTS AND SERVICES
   The  business  of  our  Company  is  nonalcoholic  ready-to-drink  beverages,
principally  soft drinks,  but also a variety of  noncarbonated  beverages.  Our
operating segments derive  substantially all their revenues from the manufacture
and sale of beverage  concentrates  and syrups with the  exception of Corporate,
which  derives  its  revenues  primarily  from the  licensing  of our  brands in
connection with merchandise.

METHOD OF DETERMINING SEGMENT PROFIT OR LOSS
   Management  evaluates the performance of its operating segments separately to
individually  monitor the different  factors  affecting  financial  performance.
Segment  profit  or loss  includes  substantially  all  the  segment's costs  of
production, distribution and administration. Our Company manages income taxes on
a global basis.  Thus, we evaluate segment  performance  based on profit or loss
before  income  taxes,  exclusive  of any  significant  gains or  losses  on the
disposition of investments or other assets.  Our Company  typically  manages and
evaluates equity investments and related income on a segment level.  However, we
manage  certain  significant  investments,  such  as  our  equity  interests  in
Coca-Cola Enterprises, at the Corporate segment. We manage financial costs, such
as exchange gains and losses and interest income and expense,  on a global basis
at the Corporate segment.

                                       65



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries


Information about our Company's operations by operating segment is as follows
(in millions):



                                     North         Africa &       Europe         Latin          Asia
                                   America      Middle East    & Eurasia       America       Pacific      Corporate    Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                      

2000
Net operating revenues             $ 7,870          $   729      $ 4,377       $ 2,174        $ 5,159 {1}   $   149        $ 20,458
Operating income {2}                 1,406               80        1,415  {3}      916            956        (1,082) {4}      3,691
Interest income                                                                                                 345             345
Interest expense                                                                                                447             447
Equity income (loss) {5}                 3              (73)          35           (75)          (290)          111            (289)
Identifiable operating assets        4,271              622        1,408         1,545          1,953         5,270  {6}     15,069
Investments {7}                        141              338        1,757         1,767            993           769           5,765
Capital expenditures                   259               11          194            16            132           121             733
Depreciation and amortization          244               54           64            96            211           104             773
Income before income taxes           1,410               (6)       1,568  {8}      866            651        (1,090)          3,399
====================================================================================================================================
1999
Net operating revenues             $ 7,519          $   792      $ 4,540       $ 1,961        $ 4,828 {1}   $   165        $ 19,805
Operating income {9}                 1,436               67        1,068           840          1,194          (623)          3,982
Interest income                                                                                                 260             260
Interest expense                                                                                                337             337
Equity income (loss)                    (5)             (29)         (73)           (5)           (37)          (35)           (184)
Identifiable operating assets        3,591              672        1,624         1,653          2,439         4,852  {6}     14,831
Investments {7}                        139              333        1,870         1,833          1,837           780           6,792
Capital expenditures                   269               22          218            67            317           176           1,069
Depreciation and amortization          263               47           80            96            184           122             792
Income before income taxes           1,432               24          984           846          1,143          (610)          3,819
====================================================================================================================================
1998
Net operating revenues              $6,934          $   780      $ 4,827       $ 2,240        $ 3,856 {1}    $  176        $ 18,813
Operating income                     1,383 {10}         223        1,655         1,056          1,343          (693){10}      4,967
Interest income                                                                                                 219             219
Interest expense                                                                                                277             277
Equity income (loss)                    (1)             (21)         (47)           68            (38)           71              32
Identifiable operating assets        3,467              541        1,711         1,364          1,595         3,781 {6}      12,459
Investments {7}                        141              312        2,010         1,629          1,979           615           6,686
Capital expenditures                   274               22          216            72            104           175             863
Depreciation and amortization          231               40           92            93            101            88             645
Income before income taxes           1,392              192        1,577         1,132          1,289          (384)          5,198
====================================================================================================================================
Intercompany transfers between operating segments are not material.
Certain prior year amounts have been reclassified to conform to the current year
presentation.


[FN]

{1} Japan revenues  represent  approximately 75 percent of total Asia Pacific
operating  segment  revenues related to 2000, and 80 percent related to 1999 and
1998.

{2}  Operating  income  was  reduced by $3 million  for North  America,  $397
million  for Asia  Pacific  and $5 million  for  Corporate  related to the other
operating  charges recorded for asset  impairments in the first quarter of 2000.
Operating income was also reduced by $128 million for North America, $64 million
for Africa and Middle East, $174 million for Europe and Eurasia, $63 million for
Latin America, $127 million for Asia Pacific and $294 million for Corporate as a
result of other operating charges associated with the Realignment.

{3} Operating income was reduced by $30 million for Europe and Eurasia due to
incremental marketing expenses in Central Europe.

{4} Operating income was reduced by $188 million for Corporate related to the
settlement  terms of a  discrimination  lawsuit and a donation to The  Coca-Cola
Foundation.

{5}  Equity  income  (loss) was  reduced by $9 million  for Africa and Middle
East,  $26 million for Europe and Eurasia,  $124  million for Latin  America and
$306  million  for  Asia  Pacific,  as a  result  of  our  Company's portion  of
nonrecurring charges recorded by equity investees.

{6}  Corporate  identifiable  operating  assets are composed  principally  of
marketable  securities,  finance  subsidiary  receivables,  goodwill  and  other
intangible assets and fixed assets.

{7} Principally equity investments in bottling companies.

{8} Income  before taxes was increased by $118 million for Europe and Eurasia
as a result of a gain  related  to the  merger of  Coca-Cola  Beverages  plc and
Hellenic Bottling Company S.A.

{9}  Operating  income was  reduced by $34  million  for North  America,  $79
million for Africa and Middle East,  $430  million for Europe and  Eurasia,  $35
million for Latin  America,  $176  million for Asia  Pacific and $59 million for
Corporate  related to the other operating charges recorded in the fourth quarter
of 1999.

{10}  Operating  income was reduced by $25 million for North  America and $48
million  for  Corporate  for  provisions  related to the  impairment  of certain
assets.
</FN>






Compound Growth Rates         North      Africa &     Europe &         Latin            Asia
Ending 2000                 America   Middle East      Eurasia       America         Pacific           Consolidated
- --------------------------------------------------------------------------------------------------------------------
                                                                                             

Net operating revenues
   5 years                      7.3%           .1%        (6.1)%         2.2%            6.9%                   2.4%
   10 years                     6.4%         11.6%         3.5%         10.2%           11.1%                   7.1%
- --------------------------------------------------------------------------------------------------------------------
Operating income
   5 years                     10.6%        (19.4)%         .3%          1.6%           (5.4)%                 (1.7)%
   10 years                    11.4%         (3.0)%        6.1%         11.9%            4.2%                   6.6%
=====================================================================================================================


                                       66




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Coca-Cola Company and Subsidiaries





                                               [pie charts]

NET OPERATING REVENUES BY OPEATING SEGMENT {1}



                                              2000          1999        1998
- ------------------------------------------------------------------------------
                                                                 

North America                                   39%           38%         37%
Europe & Eurasia                                21%           23%         26%
Latin America                                   11%           10%         12%
Asia Pacific                                    25%           25%         21%
Africa & Middle East                             4%            4%          4%




OPERATING INCOME BY OPERATING SEGMENT {1}

                                              2000          1999        1998
- ------------------------------------------------------------------------------
                                                                 

North America                                   29%           31%         24%
Europe & Eurasia                                30%           23%         29%
Latin America                                   19%           18%         19%
Asia Pacific                                    20%           26%         24%
Africa & Middle East                             2%            2%          4%



{1}  Charts and percentages are calculated excluding Corporate.



================================================================================

Report of Independent Auditors

BOARD OF DIRECTORS AND SHARE OWNERS
The Coca-Cola Company

   We have audited the accompanying consolidated balance sheets of The Coca-Cola
Company  and  subsidiaries  as of December  31,  2000 and 1999,  and the related
consolidated statements of income, share-owners' equity, and cash flows for each
of the three  years in the period  ended  December  31,  2000.  These  financial
statements   are  the   responsibility   of  the   Company'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.  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  consolidated  financial  position of The Coca-Cola
Company and  subsidiaries  at December 31, 2000 and 1999,  and the  consolidated
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2000, in conformity  with  accounting  principles
generally accepted in the United States.




                                        /s/ ERNST & YOUNG LLP

Atlanta, Georgia
January 26, 2001

                                       67



The Coca-Cola Company and Subsidiaries




QUARTERLY DATA (UNAUDITED)

(In millions except per
 share data)                First     Second      Third     Fourth     Full
Year Ended December 31,    Quarter    Quarter    Quarter    Quarter    Year
- --------------------------------------------------------------------------------
                                                        

2000
Net operating revenues    $ 4,391     $ 5,621     $ 5,543    $ 4,903   $ 20,458
Gross profit                2,993       3,944       3,807      3,510     14,254
Net income (loss)             (58)        926       1,067        242      2,177
Basic net income
 (loss) per share            (.02)        .37         .43        .10       .88
Diluted net income
 (loss) per share            (.02)        .37         .43        .10       .88
================================================================================

1999
Net operating revenues    $ 4,400     $ 5,335     $ 5,139    $ 4,931   $ 19,805
Gross profit                3,097       3,743       3,489      3,467     13,796
Net income (loss)             747         942         787        (45)     2,431
Basic net income
 (loss) per share             .30         .38         .32       (.02)       .98
Diluted net income
 (loss) per share             .30         .38         .32       (.02)       .98
================================================================================



The first quarter of 2000 includes other operating charges of approximately $405
million ($.16 per share after income taxes, basic and diluted) primarily related
to the impairment of certain bottling,  manufacturing and intangible assets. The
first quarter of 2000 also includes  other  operating  charges of  approximately
$275 million ($.08 per share after income taxes,  basic and diluted)  related to
costs associated with the Realignment.

The second quarter of 2000 includes  other  operating  charges of  approximately
$191 million ($.05 per share after income taxes,  basic and diluted)  related to
costs associated with the Realignment.

The third  quarter of 2000 includes a gain of $118 million ($.05 per share after
income taxes,  basic and diluted)  related to the merger of Coca-Cola  Beverages
plc and Hellenic  Bottling  Company S.A. This gain was partially offset by other
operating  charges of  approximately  $94 million  ($.03 per share after  income
taxes,  basic and diluted)  related to costs associated with the Realignment and
$30  million  ($.01  per share  after  income  taxes,  basic  and  diluted)  for
incremental marketing expense in Central Europe.

The fourth quarter of 2000 includes  other  operating  charges of  approximately
$290 million ($.08 per share after income taxes,  basic and diluted)  related to
costs associated with the Realignment.  The fourth quarter of 2000 also includes
other  operating  charges of  approximately  $188 million  ($.05 per share after
income  taxes,  basic and diluted)  related to the  settlement  terms of a class
action discrimination  lawsuit and a donation to The Coca-Cola  Foundation.  The
fourth quarter of 2000 also includes the Company's share of charges  recorded by
investees  of  approximately  $463 million  ($.19 per share after income  taxes,
basic and diluted).

The fourth  quarter of 1999 includes  provisions of $813 million ($.31 per share
after income  taxes,  basic and diluted)  recorded in other  operating  charges,
primarily  related to the  impairment  of certain  bottling,  manufacturing  and
intangible assets.



STOCK PRICES
- ------------
Below  are the New York  Stock  Exchange  high,  low and  closing  prices of The
Coca-Cola Company's stock for each quarter of 2000 and 1999.



                                First     Second        Third       Fourth
                               Quarter    Quarter      Quarter      Quarter
- -----------------------------------------------------------------------------
                                                      

2000
High                         $  66.88    $  60.88     $  64.00    $   63.38
Low                             42.88       44.75        49.19        53.50
Close                           46.94       57.44        55.13        60.94

=============================================================================
1999
High                         $  70.38    $  70.88     $  65.50     $  69.00
Low                             59.56       57.63        47.94        47.31
Close                           61.38       62.00        48.25        58.25
=============================================================================


                                       69



SHARE-OWNER INFORMATION


COMMON STOCK

Ticker symbol: KO
The Coca-Cola Company is one of 30 companies in the
Dow Jones Industrial Average.
Share owners of record at year end: 380,581
Shares outstanding at year end: 2.48 billion


STOCK EXCHANGES

INSIDE THE UNITED STATES:
   Common  stock listed and traded:  New York Stock  Exchange,  the  principal
market for our common stock.
   Common stock traded: Boston, Chicago, Cincinnati,  Pacific and Philadelphia
stock exchanges.

OUTSIDE THE UNITED STATES:
   Common stock listed and traded:  The German  exchange in Frankfurt and the
Swiss exchange in Zurich.

DIVIDENDS
   At its February 2001 meeting,  our Board increased our quarterly  dividend to
18 cents per share,  equivalent  to an annual  dividend of 72 cents per share.
The Company has increased dividends each of the last 39 years.
   The Coca-Cola  Company  normally pays  dividends  four times a year,  usually
on April 1, July 1, October 1 and December 15. The Company has paid 319
consecutive quarterly dividends, beginning in 1920.

SHARE-OWNER ACCOUNT ASSISTANCE
   For address  changes,  dividend  checks,  direct  deposit of dividends,
account consolidation, registration changes, lost stock certificates, stock
holdings and the Dividend and Cash Investment Plan, please contact:

Registrar and Transfer Agent
First Chicago Trust Company, a division of EquiServe
P.O. Box 2500
Jersey City, NJ 07303-2500
Toll-free: (888) COKESHR (265-3747)
For hearing impaired: (201) 222-4955
E-mail: fctc_cocacola@equiserve.com
Internet: www.equiserve.com

DIVIDEND AND CASH INVESTMENT PLAN
   The  Dividend  and Cash  Investment  Plan  permits  share owners of record to
reinvest  dividends from Company stock in shares of The Coca-Cola  Company.  The
Plan  provides a  convenient,  economical  and  systematic  method of  acquiring
additional  shares of our common stock.  All share owners of record are eligible
to participate.  Share owners also may purchase Company stock through  voluntary
cash investments of up to $125,000 per year.
   At year end,  75  percent  of the  Company's  share  owners  of  record  were
participants  in the  Plan.  In 2000,  share  owners  invested  $37  million  in
dividends and $42 million in cash in the Plan.
   If your shares are held in street name by your broker and you are  interested
in  participating  in the Dividend and Cash  Investment  Plan, you may have your
broker  transfer  the shares to First  Chicago  Trust  Company,  a  division  of
EquiServe, electronically through the Direct Registration System.
   For more details on the Dividend and Cash Investment Plan, please contact the
Plan  Administrator,  First Chicago Trust Company, or visit the investor section
of our Company's Web site, www.coca-cola.com, for more information.

SHARE-OWNER INTERNET ACCOUNT ACCESS
   Share owners of record may access  their  accounts via the Internet to obtain
share balance,  conduct secure  transactions,  request  printable forms and view
current market value of their investment as well as historical stock prices.
   To log on to this  secure  site and  request  your  initial  password,  go to
www.equiserve.com and click on "Account Access."

ANNUAL MEETING OF SHARE OWNERS
April 18, 2001, 9:00 a.m., local time
The Playhouse Theatre
Du Pont Building
10th and Market Streets
Wilmington, Delaware

CORPORATE OFFICES
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313

INSTITUTIONAL INVESTOR INQUIRIES
(404) 676-5766

INFORMATION RESOURCES
INTERNET SITE
   Our  Web  site,  www.coca-cola.com,   offers  information about our financial
performance, news about the Company, and brand experiences.

PUBLICATIONS
   The Company's Annual Report, Proxy Statement, Form 10-K and Form 10-Q reports
are available  free of charge upon request from our Industry & Consumer  Affairs
Department at the Company's corporate address, listed above.

HOTLINE
   The Company's hotline,(800)INVSTKO(468-7856),offers taped highlights from the
most recent  quarter and may be used to request  the most  up-to-date  quarterly
results news release.

AUDIO ANNUAL REPORT
   An  audiocassette  version of this report is available  without charge as a
service to the visually impaired. To receive a copy, please contact our Industry
& Consumer Affairs Department at (800) 571-2653.

DUPLICATE MAILINGS
   If you are  receiving  duplicate  or  unwanted  copies of our Annual Report,
please contact First Chicago Trust Company at (888) COKESHR (265-3747).




GLOSSARY


BOTTLING  PARTNER OR  BOTTLER:  Businesses -- generally,  but  not always,
independently owned -- that buy concentrates or syrups from the Company, convert
them into finished packaged products and sell them to customers.

THE COCA-COLA SYSTEM: The Company and its bottling partners.

CONCENTRATE  OR  BEVERAGE  BASE:  Material   manufactured  from  Company-defined
ingredients  and  sold  to  bottlers  for  use in the  preparation  of  finished
beverages through the addition of sweetener and/or water.

CONSOLIDATED BOTTLING OPERATION (CBO): Bottler in which the Company holds a
controlling interest.  The bottler's financial results are consolidated into the
Company's financial statements.

CONSUMER: Person who consumes Company products.

COST OF CAPITAL:  Blended cost of equity and borrowed funds used to invest in
operating capital required for business.

CUSTOMER:  Retail outlet,  restaurant or other operation that sells or serves
Company products directly to consumers.

DERIVATIVES:  Contracts or agreements,  the value of which is linked to interest
rates, exchange rates, prices of securities,  or financial or commodity indices.
The Company uses  derivatives to reduce its exposure to adverse  fluctuations in
interest  and exchange  rates and other market  risks.

DIVIDEND  PAYOUT RATIO:  Calculated  by dividing  cash  dividends on common
stock by net income available to common share owners.

ECONOMIC PROFIT:  Income from continuing  operations,  after giving effect to
taxes and  excluding  the effects of interest,  in excess of a computed  capital
charge for average operating capital employed.

ECONOMIC VALUE ADDED: Growth in economic profit from year to year.

FOUNTAIN:  System  used by retail  outlets to dispense  product  into cups or
glasses for immediate consumption.

FREE CASH  FLOW:  Cash  provided  by  operations  less cash used in  business
reinvestment.  The  Company  uses free cash flow  along with  borrowings  to pay
dividends, make share repurchases and make acquisitions.

GALLON SALES:  Unit of measurement for concentrates  (expressed in equivalent
gallons of syrup) and syrups  sold by the  Company to its  bottling  partners or
customers.

GROSS MARGIN: Calculated by dividing gross profit by net operating revenues.

INTEREST COVERAGE RATIO:  Income before taxes (excluding  unusual items) plus
interest  expense,  divided  by the  sum of  interest  expense  and  capitalized
interest.

KO: The ticker symbol for common stock of The Coca-Cola Company.

MARKET:  Geographic  area in which the Company and its  bottling  partners do
business, often defined by national boundaries.

NET CAPITAL: Calculated by adding share-owners' equity to net debt.

NET DEBT: Calculated by subtracting from debt the sum of cash, cash equivalents,
marketable  securities  and certain  temporary  bottling  investments,  less the
amount of cash determined to be necessary for operations.

OPERATING  MARGIN:  Calculated by dividing  operating income by net operating
revenues.

PER CAPITA  CONSUMPTION:  Average  number of 8-ounce  servings  consumed  per
person,  per year in a  specific  market.  Per  capita  consumption  of  Company
products is calculated by  multiplying  our unit case volume by 24, and dividing
by the population.

RETURN ON CAPITAL: Calculated by dividing income from continuing operations
- -- before changes in accounting  principles,  adding back interest expense -- by
average total capital.

RETURN ON COMMON  EQUITY:  Calculated  by dividing  income from  continuing
operations -- before  changes in accounting  principles,  less  preferred  stock
dividends -- by average common share-owners' equity.

SERVING: Eight U.S. fluid ounces of a beverage.

SOFT  DRINK:  Nonalcoholic  carbonated  beverage  containing  flavorings  and
sweeteners.  Excludes  flavored  waters and  carbonated or  noncarbonated  teas,
coffees and sports drinks.

SYRUP:  Concentrate  mixed with  sweetener  and water,  sold to bottlers  and
customers who add carbonated water to produce finished soft drinks.

TOTAL CAPITAL: Equals share-owners' equity plus interest-bearing debt.

TOTAL MARKET VALUE OF COMMON STOCK:  Stock price as of a date  multiplied by the
number of shares outstanding as of the same date.

UNIT CASE: Unit of measurement equal to 24 8-U.S.-fluid-ounce servings.

UNIT  CASE  VOLUME:  The sum of (i) the  number  of  unit  cases  sold by the
Coca-Cola  bottling system and by the Company to customers,  including  fountain
syrups  sold by the Company to  customers  directly  or through  wholesalers  or
distributors,  and (ii) the volume of juice and juice-drink products (expressed
in equivalent unit cases) distributed by The Minute Maid Company.  Component (i)
above primarily  includes unit case  equivalents of products  reported as gallon
sales and other key products owned by our bottlers.

ENVIRONMENTAL  STATEMENT:  Our Company's approach to environmental  issues is
guided by a simple principle:  We will conduct our business in ways that protect
and preserve the environment.  Throughout our organization, our employees at all
levels are  determined  to  integrate  our  Company's  environmental  management
system,  eKOsystem,  throughout all business units worldwide. We use the results
of research  and new  technology  to minimize  the  environmental  impact of our
operations,  products  and  packages.  And, we seek to  cooperate  with  public,
private and governmental  organizations  in pursuing  solutions to environmental
challenges, directing our Company's skills, energies and resources to activities
and issues where we can make a positive and effective contribution.

EQUAL OPPORTUNITY POLICY: The Coca-Cola Company and its subsidiaries employed
approximately 37,000 employees as of December 31, 2000, relatively flat compared
to the end of 1999.  During 2000,  approximately  5,200 employees were separated
from the  Company  as a result  of the  organizational  Realignment,  offset  by
acquisition  of bottlers in Latin  America  and the final  consolidation  of our
bottler in  Southeast  Asia.  We maintain a  long-standing  commitment  to equal
opportunity,  affirmative  action and valuing the  diversity  of our  employees,
share owners,  customers and consumers.  The Company strives to create a working
environment  free of  discrimination  and harassment  with respect to race, sex,
color, national origin, religion, age, sexual orientation,  disability,  being a
special  disabled  veteran or being a veteran of the Vietnam  era, as well as to
make reasonable  accommodations in the employment of qualified  individuals with
disabilities.  The Company  maintains  ongoing  contact  with labor and employee
associations  to develop  relationships  that  foster  responsive  and  mutually
beneficial  discussions  pertaining to labor  issues.  These  associations  have
provided a mechanism for positive industrial relations.  In addition, we provide
fair marketing  opportunities to all suppliers and maintain programs to increase
transactions with firms that are owned and operated by minorities and women.