EXHIBIT 13.1

      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

The  Coca-Cola  Company,  together  with its  subsidiaries,  (the Company or our
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.  In order to serve  and  create  value  for these
constituents, The Coca-Cola Company executes a business strategy to drive growth
focused on  the  following  priorities:  (1)  accelerate  carbonated  soft-drink
growth, led by Coca-Cola;  (2) selectively broaden our family of beverage brands
to  drive  profitable  growth;  (3) grow  system  profitability  and  capability
together with our bottling  partners;  (4) serve  customers with  creativity and
consistency to generate  growth across all channels;  (5) direct  investments to
highest   potential  areas  across  markets;   and  (6)  drive   efficiency  and
cost-effectiveness everywhere. Underlying these priorities are our objectives of
increasing   revenue  by  volume  growth,   expanding  our  share  of  worldwide
nonalcoholic  ready-to-drink beverage sales, maximizing our long-term cash flows
and 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.

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
between 10 and 11 percent.

   Because it has consistently  generated high returns, we consider the beverage
business to be 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.

   We pursue our strategic  investment  priorities in a way that  capitalizes on
the combination of our most  fundamental and enduring  attributes -- our brands,
our people and our  bottling  partners.  There are over 6 billion  people in the
world  who  represent  potential  consumers  of our  Company's  products.  As we
increase  consumer demand for our family of brands, we produce growth throughout
the Coca-Cola system.

Our 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 -- nearly 300
in all. These include carbonated 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 offerings.
Employing  our  localized  business  strategy  with a  special  focus  on  brand
Coca-Cola, the Company seeks to build its existing brands and, at the same time,
to profitably  broaden its  historical  family of brands.  To meet our long-term
growth objectives,  we make significant  investments to support our brands. This
process involves  investments to support existing brands,  to develop new global
or local brands, and to acquire global or local brands, when appropriate.

   Our Company  introduced a variety of new brands in 2001,  including diet Coke
with lemon,  Simply  Orange,  Minute  Maid  Lemonade,  Minute Maid Fruit  Punch,
Marocha Green Tea in Japan, Senzao in Mexico, and a reformulated  POWERade.  Our
Company acquired brands during 2001 such as Odwalla,  Planet Java and Mad River.
We  also  introduced  existing  brands  in  additional  markets,   such  as  the
introduction of Qoo in Korea and Singapore.

   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.

Our People
Our people -- the employees of The Coca-Cola  Company who work with our bottling
partners and other key constituents -- are essential to our success. 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

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

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  Company's  work  environment.   Our  Company  values  the
uniqueness  of all  employees and the  contributions  they make,  and we put the
responsibility  and  accountability  for ensuring local relevance and maximizing
business performance in the hands of those closest to the market.  Additionally,
we have made  innovation  an explicit  priority for all of our  associates.  Our
associates work together with bottling  partners to understand  markets and what
consumers  want.  Then we meet  that  need by  delivering  product  through  our
unparalleled system.

Our Bottling Partners
The  financial  health  and  success  of  our  bottling  partners  are  critical
components of the Company's  ability to deliver leading brands.  Our people work
with our  bottling  partners  to  continuously  look for ways to improve  system
economics.  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  non-controlling  ownership
interest;  and (3)  bottlers in which we have  invested  and have a  controlling
ownership interest.

   The independently  owned bottling operations and the bottlers in which we own
a  non-controlling  interest  generally have  significant  funding from majority
owners and other financing sources that are otherwise  unrelated to our Company.
The terms of sales to these bottling partners are arms-length transactions.

   During 2001, independently owned bottling operations produced and distributed
approximately 23 percent of our worldwide unit case volume. Bottlers in which we
own a non-controlling  ownership interest produced and distributed approximately
61 percent of our 2001 worldwide unit case volume. Controlled bottling, fountain
operations and The Minute Maid Company produced and distributed approximately 16
percent.

   In July 2001, our Company and San Miguel  Corporation  (San Miguel)  acquired
Coca-Cola  Bottlers  Philippines,  Inc.  (CCBPI) from  Coca-Cola  Amatil Limited
(Coca-Cola  Amatil).  Upon completion of this transaction,  our Company owned 35
percent of the common shares and 100 percent of the Preferred B shares,  and San
Miguel owned 65 percent of the common shares of CCBPI. Additionally, as a result
of this transaction, our Company's interest in Coca-Cola Amatil was reduced from
approximately 38 percent to approximately 35 percent.

   During 2000,  the Company  entered  into a joint  venture in China with China
National Oils and Foodstuffs Imports/Exports  Corporation (COFCO), completion of
which  occurred in 2001.  COFCO  contributed  to the joint  venture its minority
equity  interests in 11 Chinese  bottlers.  Our Company  contributed  its equity
interests in two Chinese  bottlers plus cash in exchange for a 35 percent equity
interest in the venture.

   On December  31,  1999,  we owned  approximately  50.5  percent of  Coca-Cola
Beverages  plc  (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 non-cash gain in the
third quarter of 2000.

   In 1999, two Japanese  bottlers,  Kita Kyushu Coca-Cola Bottling Company Ltd.
and Sanyo  Coca-Cola  Bottling  Company Ltd.,  merged to become a new,  publicly
traded bottling company,  Coca-Cola West Japan Company Ltd. We own approximately
5 percent of this bottler.

   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 non-controlling  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 equity  investee  companies.  In 2001,  our  Company's
share of income from equity method investments totaled $152 million.

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      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)
- --------------------------------------------------------------------------------
                                                            
2001
Coca-Cola Enterprises Inc.                 $ 3,200       $ 788       $ 2,412
Coca-Cola Amatil Limited                       748         432           316
Coca-Cola HBC S.A.                             811         791            20
Coca-Cola FEMSA,
  S.A. de C.V.                                 858         316           542
Panamerican Beverages, Inc.                    455         484           (29)
Grupo Continental, S.A.                        231         160            71
Coca-Cola Bottling
  Company Consolidated                          94          62            32
Coca-Cola Embonor S.A.                         114         187           (73)
Embotelladoras Polar S.A.                       33          51           (18)
- --------------------------------------------------------------------------------
                                                                     $ 3,273
================================================================================


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

</FN>


   Historically, in certain situations, we have viewed it to be advantageous for
our Company to acquire a controlling interest in a bottling operation,  often on
a  temporary  basis.  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  February  2001,  our  Company   reached   agreement  with  Carlsberg  A/S
(Carlsberg) for the dissolution of Coca-Cola  Nordic  Beverages  (CCNB), a joint
venture in which our Company had a 49 percent ownership.  At that time, CCNB had
bottling operations in Sweden, Norway, Denmark,  Finland and Iceland. Under this
agreement with Carlsberg, our Company acquired CCNB's Sweden and Norway bottling
operations in June 2001, increasing our Company's ownership in those bottlers to
100 percent.  Carlsberg acquired CCNB's Denmark and Finland bottling operations,
increasing  Carlsberg's ownership in those bottlers to 100 percent.  Pursuant to
the agreement,  CCNB sold its Iceland bottling operations to a third-party group
of investors in May 2001.

   In 2001, our Company concluded  negotiations regarding the terms of a Control
and Profit and Loss (CPL) agreement with certain other share owners of Coca-Cola
Erfrischungsgetraenke  AG (CCEAG),  the largest bottler in Germany, in which the
Company has an approximate 41 percent ownership interest. Under the terms of the
CPL agreement,  the Company obtained management control of CCEAG for a period of
up to five years.  In return for the  management  control of CCEAG,  the Company
guaranteed  annual  payments  in lieu of  dividends  by CCEAG to all other CCEAG
share owners.  Additionally,  all other CCEAG share owners entered into either a
put or a put/call option  agreement with the Company,  exercisable at the end of
the term of the CPL  agreement  at agreed  prices.  In early  2002,  the Company
assumed control of CCEAG.  This  transaction will be accounted for as a business
combination.  The  present  value of the total  amount  likely to be paid by our
Company to all other CCEAG share owners,  including the put or put/call payments
and the guaranteed annual payments in lieu of dividends,  is approximately  $600
million.   In  2001,   CCEAG's   revenues  were   approximately   $1.7  billion.
Additionally,  our Company's  debt will  increase  between $700 million and $800
million once this business combination is completed.

   During  the  first  half of  2001,  in  separate  transactions,  our  Company
purchased two bottlers in Brazil: Refrescos Guararapes Ltda. and Sucovalle Sucos
e Concentrados  do Vale S.A. In separate  transactions  during the first half of
2000, our Company  purchased two other 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, following
the completion of the tender offer, we owned 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 consider  alternatives for
reducing our ownership interest in a bottler.  One alternative is to combine our
bottling interests with the bottling interests of others to form

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

strategic business  alliances.  Another alternative is to sell our interest in a
bottling  operation  to one of our equity  investee  bottlers.  In both of these
situations,  we continue to participate  in the bottler's  results of operations
through our share of the equity investee's earnings or losses.

   In November 2001,  our Company sold nearly all of its ownership  interests in
various Russian bottling  operations to CCHBC for approximately  $170 million in
cash and notes  receivable,  of which $146 million in notes receivable  remained
outstanding as of December 31, 2001. These interests  consisted of the Company's
40 percent  ownership  interest  in a joint  venture  with  CCHBC that  operates
bottling  territories in Siberia and parts of Western Russia,  together with our
Company's nearly 100 percent  interests in bottling  operations with territories
covering the remainder of Russia.

   For additional  information about  transactions  with our bottling  partners,
refer to Notes 2, 17 and 18 in our Consolidated Financial Statements.

FINANCIAL STRATEGIES

The  following  strategies  are  intended  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-owners'
equity.

   As of December  31,  2001,  our  long-term  debt was rated "A+" by Standard &
Poor's and "Aa3" by Moody's,  and our  commercial  paper program was rated "A-1"
and "P-1" by  Standard & Poor's and  Moody's,  respectively.  In  assessing  our
credit  strength,  both  Standard  & Poor's and  Moody's  consider  our  capital
structure and financial  policies as well as aggregated  balance sheet and other
financial  information for the Company and certain bottlers including  Coca-Cola
Enterprises Inc.  (Coca-Cola  Enterprises)  and CCHBC.  While the Company has no
legal obligation for the debt of these bottlers, the rating agencies believe the
strategic  importance of the bottlers to the Company's  business  model provides
the Company  with an  incentive  to keep these  bottlers  viable.  If the credit
ratings  were  reduced  by the  rating  agencies,  our  interest  expense  could
increase.

   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,                                 2001    2000    1999
- -------------------------------------------------------------------------------
                                                              
Net debt (in billions)                                 $ 3.3   $ 3.9   $ 4.5
Net debt-to-net capital                                   23%     29%     32%
Free cash flow to net debt                                95%     72%     52%
Interest coverage                                         20x     12x     14x
Ratio of earnings to
  fixed charges                                         18.1x    8.7x   11.6x
===============================================================================



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 2001,
we repurchased approximately 5 million shares under the 1996 plan.

   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 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, 2001, 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  $12.64.

   We expect that the Company's share  repurchases will be increased in 2002 and
are  currently  estimating a range of $750 million to $1 billion of  repurchases
during the year.

Dividend Policy
At its  February  2002  meeting,  our Board of  Directors  again  increased  our
quarterly dividend, raising it to

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

$.20 per share. This is equivalent to a full-year  dividend of $.80 in 2002, our
40th consecutive annual increase.  Our annual common stock dividend was $.72 per
share, $.68 per share and $.64 per share in 2001, 2000 and 1999, respectively.

   In 2001, our dividend  payout ratio was  approximately  45 percent of our net
income. 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.

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. Virtually all of our derivatives are straightforward
over-the-counter instruments with liquid markets.

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 77 percent of 2001 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  contracts  and purchases  currency  options
(principally euro and Japanese yen) to hedge certain portions of forecasted cash
flows denominated in foreign currencies.  Additionally,  the Company enters into
forward  exchange  contracts to offset the earnings  impact relating to exchange
rate fluctuations on certain monetary assets and liabilities. The Company enters
into forward  exchange  contracts as hedges of net investments in  international
operations.

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.

Value at Risk
Our Company  monitors  our  exposure to  financial  market  risks using  several
objective measurement systems, including value-at-risk models. Our value-at-risk
calculations  use a historical  simulation  model to estimate  potential  future
losses in the fair value of our derivatives and other financial instruments that
could occur 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 calculation.  We examined  historical
weekly  returns over the previous 10 years to calculate  our value at risk.  The
average value at risk  represents the simple  average of quarterly  amounts over
the past year. As a result of our foreign currency value-at-risk calculation, we
estimate with 95 percent confidence that the fair values of our foreign currency
derivatives  and other  financial  instruments,  over a one-week  period,  would
decline by less than $43 million using 2001 average fair values and by less than
$37 million  using  December  31, 2001 fair values.  On December  31,  2000,  we
estimated  the fair value would  decline by less than $37 million.  According to
our  interest  rate  value-at-risk  calculations,  we  estimate  with 95 percent
confidence that any increase in our net interest  expense due to an adverse move
in our 2001 average or in our December 31, 2001  interest  rates over a one-week
period  would  not  have  a  material  impact  on  our  Consolidated   Financial
Statements.  Our  December  31,  2000  estimate  also  was not  material  to our
Consolidated Financial Statements.

   For  additional  discussion of financial risk  management  related to hedging
transactions  and  derivative  financial  instruments,  refer  to  Note 9 in our
Consolidated Financial Statements.

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,

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

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)  gallons  and (2) unit cases of
finished products. Gallons represent our primary business and measure the volume
of  concentrates,  syrups and other beverage  products  (expressed in equivalent
gallons  of syrup)  included  by the  Company in unit case  volume.  Most of our
revenues are based on this measure of "wholesale" activity.

   We also measure  volume in unit cases.  As used in this  report,  "unit case"
means a unit of measurement  equal to 192 U.S. fluid ounces of finished beverage
(24  eight-ounce  servings);  and "unit case  volume" of the  Company  means the
number of unit cases (or unit case equivalents) of Company trademark or licensed
beverage products  directly or indirectly sold by the Coca-Cola  bottling system
or by  the  Company  to  customers,  including  (i)  beverage  products  bearing
trademarks  licensed to the Company and (ii) certain key products (which are not
material)  owned by our  bottlers and for which the Company  provides  marketing
support  and  derives  profit  from the sales.

   Our  worldwide  unit case volume  increased 4 percent in 2001,  on top of a 4
percent  increase in 2000. The increase in unit case volume reflects  consistent
performance  across certain key operations  despite  difficult  global  economic
conditions. Our business system sold 17.8 billion unit cases in 2001.

   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.

CRITICAL ACCOUNTING POLICIES

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. All majority-owned  entities in which our Company's control is
considered other than temporary are  consolidated.  For 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,  such entities are accounted for by the equity  method.  Our
judgments  regarding  the level of  influence  or control of each equity  method
investment  include  considering  key factors  such as our  ownership  interest,
representation  on the  board  of  directors,  participation  in  policy  making
decisions  and material  intercompany  transactions.  Our  investments  in other
companies  that we do not  control  and for which we do not have the  ability to
exercise  significant  influence as discussed  above are carried at cost or fair
value, as appropriate.  All significant  intercompany accounts and transactions,
including  transactions  with equity method  investees,  are eliminated from our
financial results.

Recoverability of  Investments
Management   periodically   assesses  the   recoverability   of  our   Company's
investments.  The significant  judgment required in management's  recoverability
assessment  is the  determination  of the  fair  value  of the  investment.  For
publicly  traded  investments,  the fair value of our  Company's  investment  is
readily  determinable  based on quoted market prices.  For  non-publicly  traded
investments,  management's  assessment of fair value is based on our analysis of
the  investee's  estimates of future  operating  results and the resulting  cash
flows.  Management's ability to accurately predict future cash flows, especially
in emerging and  developing  markets such as the Middle East and Latin  America,
may impact the determination of fair value.

   In the event a decline in fair value of an investment occurs,  management may
be required to make a determination as to whether the decline in market value is
other than temporary.  Management's  assessment as to the nature of a decline in
fair value is largely based on our estimates of future  operating  results,  the
resulting  cash flows and intent to hold the  investment.  If an  investment  is
considered  to be impaired  and the decline in value is  considered  to be other
than temporary, an appropriate write-down is recorded.

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

Other Assets
Our  Company  invests in  infrastructure  programs  with our  bottlers  that are
directed at  strengthening  our bottling  system and increasing unit case sales.
Additionally,  our Company advances  payments to certain customers for marketing
to fund activities  intended to generate volume.  Advance payments are also made
to certain customers for distribution rights.  Payments under these programs are
generally  capitalized  as other  assets  on the  Consolidated  Balance  Sheets.
Management   periodically  evaluates  the  recoverability  of  these  assets  by
preparing  estimates of sales volume, the resulting gross profit, cash flows and
other  factors.   Accuracy  of  our  recoverability   assessments  is  based  on
management's  ability to accurately  predict certain key variables such as sales
volume, prices, marketing spending and other economic factors.  Predicting these
key variables involves uncertainty about future events; however, the assumptions
used are consistent with our internal planning. If the assets are assessed to be
recoverable,  they are  amortized  over the periods  benefited.  If the carrying
value of these  assets is  considered  to be not  recoverable,  such  assets are
written down as appropriate.

Trademarks and Other Intangible Assets
Trademarks 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).  Other  intangible  assets
consist primarily of bottling and distribution  rights in specific  territories.
Trademarks and other intangible assets are periodically  reviewed for impairment
whenever  events or changes  occur that  indicate the carrying  value may not be
recoverable.  When such events or changes occur, management estimates the future
cash flows  expected  to result from the use and, if  applicable,  the  eventual
disposition  of the assets.  The key variables  which  management  must estimate
include sales volume,  prices,  marketing  spending and other economic  factors.
Significant  management judgment is involved in estimating these variables,  and
they  include  inherent   uncertainties;   however,  the  assumptions  used  are
consistent  with  our  internal  planning.  Therefore,  management  periodically
evaluates and updates the estimates based on the conditions that influence these
variables. If such assets are considered impaired, they are written down to fair
value as  appropriate.

   The assumptions and conditions for  "Recoverability  of Investments,"  "Other
Assets" and "Trademarks and Other Intangible  Assets" reflect  management's best
assumptions and estimates,  but these items involve  inherent  uncertainties  as
described  above,  which  may or may not be  controllable  by  management.  As a
result,  the  accounting  for such items could  result in  different  amounts if
management used different assumptions or if different conditions occur in future
periods.

Other Policies
The Company has adopted or will adopt the  following new  accounting  standards:
Statement of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities," as amended by SFAS No. 137 and
SFAS No. 138; SFAS No. 141, "Business Combinations"; and SFAS No. 142, "Goodwill
and Other  Intangible  Assets."  These  standards are  considered to be critical
accounting  policies  and  are  explained  under  the  heading  "New  Accounting
Standards."

   For further information  concerning  accounting policies,  refer to Note 1 of
our Consolidated Financial Statements.

OPERATIONS

Net Operating Revenues and Gross Margin
In 2001,  on a  consolidated  basis,  our net  operating  revenues and our gross
profit grew 1 percent and 3 percent,  respectively.  The growth in net operating
revenues was primarily due to an increase in gallon  shipments,  price increases
in selected countries and the consolidation of the Nordic and Brazilian bottling
operations.  These gains were offset by the negative  impact of a stronger  U.S.
dollar and the sale of our  previously  owned  vending  operations  in Japan and
canning operations in Germany. Our gross profit margin increased to 69.9 percent
in 2001  from 68.8  percent  in 2000,  primarily  due to the sale in 2001 of our
Japan  vending  and  German  canning   operations,   partially   offset  by  the
consolidation  in  2001  of  the  Nordic  and  Brazilian  bottling   operations.
Generally, bottling and vending operations produce higher net revenues but lower
gross margins compared to concentrate and syrup operations.

   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

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

impact  of a  stronger  U.S.  dollar  and the  inventory  reduction  by  certain
bottlers.  Our gross profit  margin of 68.8 percent  remained  unchanged in 2000
compared to 1999.

Selling, Administrative and General Expenses
Selling  expenses  totaled  $6,930  million in  2001,$6,863  million in 2000 and
$6,745 million in 1999.

   During the first quarter of 2001,  the Company  announced  plans to implement
incremental strategic marketing initiatives in order to accelerate the Company's
business  strategies.   During  2001,  the  Company  invested  $298  million  of
incremental  marketing in the United States,  Japan and Germany.

   The increase in 2001 was primarily  due to higher  marketing in line with the
Company's  unit case volume growth,  incremental  marketing  expenses  discussed
above  and the  consolidation  in  2001 of the  Nordic  and  Brazilian  bottling
operations.  Such  increases  were  partially  offset by the sale in 2001 of our
Japan vending and German  canning  operations  and the impact of a stronger U.S.
dollar. The increase in 2000 was primarily due to higher marketing  expenditures
in line  with 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.

   Administrative  and general expenses  totaled $1,766 million in 2001,  $1,688
million in 2000 and $1,735  million in 1999.  The increase in 2001 is due to the
consolidation in 2001 of the Nordic and Brazilian bottling operations, partially
offset by the sale in 2001 of our Japan  vending and German  canning  operations
and the impact of a stronger U.S.  dollar.  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.

   Administrative  and  general  expenses,  as a  percentage  of  net  operating
revenues,  totaled  approximately  9 percent  in 2001,  8 percent  in 2000 and 9
percent in 1999.

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.

   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 were  separated  from almost all functional  areas of the Company's
operations,  and certain activities were 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

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

the Realignment. During 2000, 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  included  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.  In 2001,  our  Company  paid out  substantially  all of this
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 strategy,  management  intended to
sell the assets of our vending  operations in Japan and our bottling  operations
in the Baltics. On December 22, 2000, the Company signed a definitive  agreement
to sell the  assets  of our  vending  operations  in  Japan,  and this  sale was
completed in 2001.  The proceeds from the sale of the assets were  approximately
equal to the carrying value of the long-lived assets less the cost to sell.

   In December 2000, the Company  announced it had intended to sell its bottling
operations in the Baltics to one of our strategic  business  partners.  However,
that  partner  was in the  process of an  internal  restructuring  and no longer
planned to  purchase  the Baltics  bottling  operations.  At that time,  another
suitable  buyer was not  identified  so the  Company  continued  to operate  the
Baltics  bottlers as consolidated  operations  until a new buyer was identified.
Subsequently,  in January  2002,  our Company  reached an  agreement to sell our
bottling operations in the Baltics to CCHBC in early 2002. The expected proceeds
from the sale of the Baltics  bottlers  are  approximately  equal to the current
carrying value of the investment.

   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, Eurasia and Middle East, Latin America
and Corporate segments. These charges were incurred during the fourth quarter of
1999.

Operating Income and Operating Margin
On a consolidated  basis,  our operating  income increased 45 percent in 2001 to
$5,352  million.  This follows a decline of 7 percent in 2000 to $3,691 million.
The 2001 results  reflect an increase in gallon  shipments,  price  increases in
selected  countries,  the impact of  nonrecurring  charges in 2000 as previously
discussed under the heading "Other Operating  Charges" and the  consolidation of
the Nordic and  Brazilian  bottling  operations.  This is offset by the negative
impact of a stronger U.S.  dollar and the sale of our  previously  owned vending
operations in Japan and canning operations in Germany.  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.  Our  consolidated
operating margin was 26.6 percent in 2001, 18.6 percent in 2000 and 20.6 percent
in 1999.

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries





MARGIN ANALYSIS (Chart converted to table)

                                        2001             2000            1999
- ------------------------------------------------------------------------------
                                                             
Net Operating Revenues
   (in billions)                      $ 20.1           $ 19.9          $ 19.3
Gross Margin                            69.9%            68.8%           68.8%
Operating Margin                        26.6%            18.6%           20.6%

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





Interest Income and Interest Expense
In 2001, our interest income decreased 6 percent due primarily to lower interest
rates. In 2000, our interest income increased 33 percent due primarily to higher
average cash balances and higher interest rates.  Interest expense  decreased 35
percent in 2001 due to both a decrease in average commercial paper debt balances
and lower  interest  rates.  In 2001,  the Company used free cash flow to reduce
commercial paper debt balances.  Interest  expense  increased 33 percent in 2000
due primarily to both an increase in average  commercial paper debt balances and
higher interest rates throughout the period.  Average 2000 commercial paper 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."

   In 2001, interest income exceeded interest expense. Interest income benefited
from cash invested in locations  outside the United States  earning higher rates
of  interest  than could be  obtained  within the United  States.  Our  interest
expense is primarily incurred on borrowings in the United States.

Equity Income (Loss)
In 2001, our Company's  share of income from equity method  investments  totaled
$152 million.  The increase in our Company's  share of income from equity method
investments  was  due  primarily  to  the  continued  improvement  in  operating
performance by the majority of our equity investees and the impact of impairment
charges on equity investees in 2000 as discussed below.

   As of January 1, 2001, Coca-Cola Enterprises changed its method of accounting
for infrastructure development payments received from the Company. Prior to this
change,   Coca-Cola   Enterprises   recognized  these  payments  as  offsets  to
incremental expenses of the programs in the periods in which they were incurred.
Coca-Cola  Enterprises now recognizes the  infrastructure  development  payments
received from the Company as  obligations  under the  contracts  are  performed.
Because the Company eliminates the financial effect of significant  intercompany
transactions (including transactions with equity method investees),  this change
in accounting method has no impact on the Consolidated  Financial  Statements of
our Company.  For a more complete  description of these  transactions,  refer to
Note 2 in our Consolidated Financial Statements.

   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 an overall improvement
in operating performance by our portfolio of bottlers and the positive impact of
lower tax rates on current and deferred taxes at CCEAG.

Other Income-Net
In 2001,  other  income-net  declined to $39  million  from $99 million in 2000,
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  non-cash gain of approximately  $118 million was
recognized.  In  2000,  this  gain  was  partially  offset  by  exchange  losses
recognized  versus  exchange  gains in 1999  attributable  to the hedging of our
resources in Brazil.

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      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  issues 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.  In July 2001, Coca-Cola
Enterprises   completed  its  acquisition  of  Hondo   Incorporated  and  Herbco
Enterprises,  Inc.,  collectively  known as Herb Coca-Cola.  The transaction was
valued at  approximately  $1.4  billion,  with  approximately  30 percent of the
transaction  funded with the  issuance  of  approximately  25 million  shares of
Coca-Cola  Enterprises  common stock,  and the remaining  portion funded through
debt and assumed debt.  The issuance of shares  resulted in a one-time  non-cash
pretax gain for our Company of approximately  $91 million.  This gain represents
the increase in our Company's equity in the underlying net assets of the related
investee.  No gains on issuances of stock by equity  investees  were recorded to
the  Consolidated  Statements of Income during 2000 or 1999. For a more complete
description of these transactions, refer to Note 3 in our Consolidated Financial
Statements.

Income Taxes
Our effective tax rates were 29.8 percent in 2001, 36.0 percent in 2000 and 36.3
percent in 1999.  Our ongoing  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.  The decrease in our effective
tax rate in 2001 was primarily due to effective tax planning and the impact that
the impairment  charges recorded in 2000 had on the 2000 effective tax rate. 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
recorded 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  related to the merger of Coca-Cola  Beverages  and
Coca-Cola Hellenic Bottling Company S.A., previously discussed under the heading
"Other Income - Net." 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
utilized on our U.S.  income tax return.  The  majority  of the  offsetting  tax
credits will be realized by the end of the first quarter of 2002.

   Management estimates that the effective tax rate for the year ending December
31, 2002 will be approximately 27.5 percent.

Income Per Share
Our basic net income per share increased by 82 percent in 2001, compared to a 10
percent decline in 2000. Diluted net income per share increased by 82 percent in
2001, compared to a 10 percent decline in 2000.

Recent Developments
In  November  2001,  our  Company  and CCBPI  entered  into a sale and  purchase
agreement with RFM Corp. to acquire its 83.2 percent interest in Cosmos Bottling
Corporation (CBC), a publicly traded Philippine beverage company. As of the date
of the agreement,  the Company began  supplying  concentrate for this operation.
The transaction valued CBC at 14 billion Philippine pesos, or approximately $270
million.  The purchase of RFM's  interest was  finalized on January 3, 2002 with
our Company receiving direct and indirect ownership totaling  approximately 62.3
percent.  A subsequent  tender offer was made to the  remaining  minority  share
owners and is expected to close in March 2002. The Company and CCBPI have agreed
to restructure  the operations of CBC upon  completion of the  acquisition.  The
restructuring  will result in the Company  owning all  acquired  trademarks  and
CCBPI owning all the acquired  bottling assets. No gain or loss is expected upon
completion of this restructuring.

   In  early  2002,  the  Company  entered  into  an  agreement  with  Coca-Cola
Enterprises  designed  to support  profitable  volume  growth of Company  brands
within  Coca-Cola  Enterprises'  territories.  Under the terms of the agreement,
Coca-Cola   Enterprises   will  earn  cash  funding  as  they  achieve  mutually
established unit

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

case  volume  growth  targets.  The total cash  support  expected  to be paid to
Coca-Cola  Enterprises  under this  agreement  is $150  million in 2002 and $250
million in 2003.  Beginning in 2004, the expected annual cash support to be paid
to Coca-Cola  Enterprises under this agreement will be reduced each year through
2009 when the annual cash support  expected to be paid to Coca-Cola  Enterprises
will be $80 million. Beginning in 2009 and for each year thereafter, the support
expected  to be paid is $80  million  annually.  The  Company  will  expense the
funding as it is earned by Coca-Cola Enterprises. The agreement can be cancelled
by either  party at the end of a fiscal  year with at least six  months  notice.
During 2001,  the Company  also  entered into an agreement to provide  financial
support to Coca-Cola  Enterprises for introducing  certain Company brands within
Coca-Cola Enterprises' recently acquired Herb Coca-Cola  territories.  Under the
terms of this agreement,  the Company  expects to pay Coca-Cola  Enterprises $14
million annually in the years 2002 through 2008 and $11 million in 2009.

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 2002 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,                               2001      2000      1999
- -------------------------------------------------------------------------------
                                                             
Cash flows provided by (used in):
        Operations                                 $ 4,110   $ 3,585   $ 3,883
        Business reinvestment                         (963)     (779)   (1,551)
- -------------------------------------------------------------------------------
Free Cash Flow                                       3,147     2,806     2,332
Cash flows (used in) provided by:
        Acquisitions,
        net of disposals                              (225)     (386)   (1,870)
        Share repurchases                             (277)     (133)      (15)
        Dividends                                   (1,791)   (1,685)   (1,580)
        Other financing activities                    (762)     (254)    1,124
        Exchange                                       (45)     (140)      (28)
- -------------------------------------------------------------------------------
Increase (decrease) in cash                        $    47   $   208   $   (37)
===============================================================================



   In 2001, cash provided by operations amounted to $4,110 million, a 15 percent
increase  from 2000.  The  increase  was  primarily  due to solid 2001  business
results  partially  offset by a stronger  U.S.  dollar,  2000 being  unfavorably
impacted by the  previously  mentioned  planned  inventory  reduction by certain
bottlers  as  discussed  under  the  heading  "Volume,"  cash  payments  made to
separated  employees under the Realignment,  as well as additional  Japanese tax
payments made pursuant to the terms of the APA entered into by the United States
and Japan taxing  authorities.  Cash  provided by operations in 2000 amounted to
$3,585 million,  an 8 percent decrease from 1999. The decrease was primarily due
to 2000 being unfavorably impacted by the items mentioned above.

   In 2001,  net cash used in  investing  activities  increased  by $23  million
compared to 2000.  The increase was primarily the result of increased  purchases
of  property,  plant and  equipment;  the  acquisition  of the  Nordic  bottling
operations and other investing  activities such as the  acquisitions of Odwalla,
Inc. and Brazilian  bottling  operations.  This was offset by proceeds  received
from the sale of our Japan Vending operations.

   In 2000,  net cash used in investing  activities  decreased by $2,256 million
compared to 1999.  The  decrease was  primarily  the result of brand and bottler
acquisitions during 1999.

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      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

   Total capital  expenditures for property,  plant and equipment (including our
investments  in  information  technology)  and the  percentage  distribution  by
operating segment for 2001, 2000 and 1999 are as follows (in millions):




Year Ended December 31,                               2001      2000      1999
- -------------------------------------------------------------------------------
                                                              
Capital expenditures                                 $ 769     $ 733   $ 1,069
- -------------------------------------------------------------------------------
North America (1)                                       44%       35%       25%
Africa                                                   1%        1%        2%
Europe, Eurasia
 & Middle East                                          14%       27%       21%
Latin America                                            5%        2%        6%
Asia                                                    14%       18%       30%
Corporate                                               22%       17%       16%
===============================================================================


<FN>
(1) Includes The Minute Maid Company
</FN>


Financing Activities, Contractual Obligations and
Commercial Commitments
Our financing  activities  include net borrowings,  dividend  payments and share
issuances and repurchases.  Net cash used in financing activities totaled $2,830
million in 2001,  $2,072  million in 2000 and $471 million in 1999.  The changes
between 2001 and 2000 as well as between 2000 and 1999 were primarily due to the
use of free cash flow to pay down outstanding debt.

   Cash  used to  purchase  common  stock  for  treasury  under  the 1996  share
repurchase plan and employee stock award programs  totaled $277 million in 2001,
$133  million in 2000 and $15 million in 1999.  In 2000 and in 1999,  we did not
repurchase  any  shares  under the 1996 share  repurchase  plan.  As  previously
mentioned,  we expect that the Company's share  repurchases will be increased in
2002,  and we are currently  estimating a range of $750 million to $1 billion of
repurchases during the year.

   Commercial paper is our primary source of short-term  financing.  On December
31, 2001,  we had $3,361  million  outstanding  in commercial  paper  borrowings
compared to $4,549  million  outstanding  at the end of 2000,  a $1,188  million
decrease in borrowings. The 2001 decrease in commercial paper was due to the use
of free cash flow to pay down outstanding  debt. 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.  On December 31,
2001,  we had  $2,468  million in lines of credit  and other  short-term  credit
facilities available, of which approximately $382 million was outstanding.

   On December 31, 2001, we had $1,219 million  outstanding  in long-term  debt,
compared to $835 million outstanding at the end of 2000, a $384 million increase
in borrowings.  These increased  borrowings were a result of the Company issuing
$500 million in 10-year  global  notes in March 2001.  This debt was incurred in
order to obtain funds at attractive rates available in 2001.  Current maturities
of  long-term  debt were $156  million as of December  31, 2001  compared to $21
million as of December  31, 2000,  an increase of $135  million.

   The Company's  contractual  obligations  and  commercial  commitments  are as
follows (in millions):




December 31,                                                              2001
- -------------------------------------------------------------------------------
                                                                    
Short-term loans and notes payable:
  Commercial paper borrowings                                          $ 3,361
  Lines of credit and other
    short-term borrowings                                                  382
Current maturities of long-term debt                                       156
Long-term debt                                                           1,219
Marketing commitments                                                    1,326
- -------------------------------------------------------------------------------
Contractual obligations                                                $ 6,444
===============================================================================
Contingent liability for guarantees of
 indebtedness owed to third parties                                    $   436
===============================================================================



   For the year ended  December  31,  2001,  our  Company  generated  cash flows
provided by operating  activities of $4,110 million.  Management's  expectations
are that future cash flows provided by operating  activities  will be sufficient
to meet the Company's  contractual  obligations.  For further  discussion of the
above contractual  obligations and commercial  commitments,  refer to Notes 5, 6
and 10 of the Consolidated Financial Statements.

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.

                                    Page 53



      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

   We use approximately 59 functional currencies.  Due to our global operations,
weaknesses in some of these  currencies are often offset by strengths in others.
In 2001,  2000  and  1999,  the  weighted-average  exchange  rates  for  foreign
currencies in which the Company conducts operations (all operating  currencies),
and for certain individual currencies,  strengthened (weakened) against the U.S.
dollar as follows:




Year Ended December 31,                         2001      2000        1999
- -----------------------------------------------------------------------------
                                                             
All operating currencies                          (8)%      (5)%      Even
- -----------------------------------------------------------------------------
   Australian dollar                             (13)%      (8)%         3 %
   British pound                                  (5)%      (7)%        (2)%
   Canadian dollar                                (4)%    Even        Even
   French franc                                   (5)%     (14)%        (2)%
   German mark                                    (5)%     (14)%        (2)%
   Japanese yen                                  (11)%       4 %        15 %
=============================================================================


   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 is  designed to
mitigate  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 5 percent in 2001 and  approximately 4 percent in 2000.
The negative trend from currencies on our 2002 operating  income,  including the
recent  devaluation  in  Argentina,  is expected  to  continue.

   Exchange gains  (losses)-net  amounted to $(9) million in 2001, $(12) million
in 2000 and $87 million in 1999,  and were  recorded in other  income-net in the
Consolidated  Statements of Income.  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.

Off Balance Sheet Arrangements
The Company  does not have  transactions,  arrangements  or  relationships  with
"special purpose" entities,  and the Company does not have any off balance sheet
debt.

FINANCIAL POSITION

Comparing  2001 to 2000,  the increase in prepaid  expenses and other assets was
primarily  due to the change in the carrying  value of  derivatives  and hedging
instruments  and amounts due from CCHBC of $146  million  related to the sale of
the Russian bottling operations. For further discussion,  refer to Note 2 of the
Consolidated  Financial Statements.  The decrease in cost method investments was
primarily due to the consolidation of our recently purchased  Brazilian bottling
operations  that had been classified as temporary cost method  investments.  The
increase in other assets was due to a higher cash  surrender  value of insurance
due to the pay off of  policy  loans.  The  increase  in  trademarks  and  other
intangible  assets was due  primarily  to  acquisitions  of brands and  bottling
operations during 2001.

   Comparing  2000 to 1999,  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  other  assets  in  2000  is  primarily  due  to  an  increase  in  marketing
prepayments.  The increase in accounts  payable and accrued  expenses in 2000 is
due primarily to the accrual for the Realignment expenses.

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 was
phased in over a period  ended  January 1, 2002,  when euro notes and coins came
into circulation. The replacement of other currencies with the euro did not have
and is not  expected  to  have  a  material  impact  on  our  operations  or our
Consolidated Financial Statements.

                                    Page 54




      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries

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  majority  of the
inflationary  effects of increasing costs and to generate  sufficient cash flows
to maintain our productive capability.

NEW ACCOUNTING STANDARDS

Effective  January 1, 2001, the Company  adopted SFAS No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities," as amended by SFAS No. 137 and
SFAS No. 138. As discussed  further in Note 9, the 2001  Consolidated  Financial
Statements  were  prepared in  accordance  with the  provisions of SFAS No. 133.
Prior years'  financial  statements  have not been  restated.  The 2000 and 1999
Consolidated   Financial   Statements  were  prepared  in  accordance  with  the
applicable  professional  literature for derivatives and hedging  instruments in
effect at that time.

   Effective  January 1, 2001,  our Company  adopted the  provisions of Emerging
Issues  Task  Force  (EITF)  Issue No.  00-14,  "Accounting  for  Certain  Sales
Incentives,"  and EITF Issue No.  00-22,  "Accounting  for  'Points' and Certain
Other  Time-Based or Volume-Based  Sales Incentive  Offers,  and Offers for Free
Products or Services to be Delivered  in the Future."  Both of these EITF Issues
provide additional  guidance relating to the income statement  classification of
certain  sales  incentives.  The  adoption of these EITF Issues  resulted in the
Company  reducing both net operating  revenues and selling,  administrative  and
general expenses by approximately $580 million in 2001, $569 million in 2000 and
$521  million  in 1999.  These  reclassifications  have no impact  on  operating
income.

   In April 2001, the EITF reached a consensus on EITF Issue No. 00-25,  "Vendor
Income Statement  Characterization  of  Consideration  Paid to a Reseller of the
Vendor's  Products."  EITF Issue No.  00-25,  which is effective for the Company
beginning January 1, 2002, will require certain selling expenses incurred by the
Company to be classified as deductions  from revenue.  With the adoption of this
EITF Issue,  we estimate  that  approximately  $2.6  billion of our  payments to
bottlers  and  customers   that  are  currently   classified   within   selling,
administrative  and general  expenses will be  reclassified  as deductions  from
revenue. In our 2002 Consolidated Financial Statements,  all comparative periods
will be reclassified.

   In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 is effective for the Company as of January 1, 2002.  Under
the new rules, goodwill and indefinite lived intangible assets will no longer be
amortized but will be reviewed  annually for impairment.  Intangible assets that
are not deemed to have an  indefinite  life will  continue to be amortized  over
their  useful  lives.

   The adoption of SFAS No. 142 requires that an initial  impairment  assessment
be performed on all goodwill and indefinite lived intangible assets. To complete
this assessment, the Company will compare the fair value to the current carrying
value of trademarks  and other  intangible  assets.  Fair values will be derived
using cash flow analysis.  The assumptions  used in this cash flow analysis will
be consistent with our internal  planning.  Any impairment charge resulting from
this initial assessment will be recorded as a cumulative effect of an accounting
change.  The Company  estimates the cumulative  effect of adopting this standard
will result in a non-cash  charge in the first quarter of 2002 of  approximately
$1 billion on a pretax basis.  This amount reflects  intangible  assets for both
the  Company  and  the  Company's  proportionate  share  of  its  equity  method
investees.  The  adoption  of this  new  standard  will  also  benefit  earnings
beginning  in 2002 by  approximately  $60 million in reduced  amortization  from
Company-owned  intangible  assets and  approximately  $150  million of increased
equity  income  relating to the  Company's  share of  amortization  savings from
equity method investees.

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.

FORWARD-LOOKING STATEMENTS

Certain written and oral statements made by our Company and subsidiaries or with
the approval of an

                                    Page 55



      FINANCIAL REVIEW INCORPORATING MANAGEMENT'S DISCUSSION AND ANALYSIS

                     The Coca-Cola Company and Subsidiaries


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:

   - Foreign currency rate  fluctuations,  interest rate  fluctuations and other
     capital  market  conditions.  Most of our  exposures  to  capital  markets,
     including   foreign   currency  and  interest  rates,   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 capital market exposures.

   - Changes in the nonalcoholic beverages business environment.  These include,
     without limitation,  changes in consumer  preferences,  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.

   - Adverse weather conditions, which could reduce demand for Company products.

   - Our ability to generate  sufficient cash flows to support capital expansion
     plans, share repurchase programs and general operating activities.

   - 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.

   - The effectiveness of our advertising, marketing and promotional programs.

   - 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.

   - 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  uncertainties of litigation,  as well as other risks and uncertainties
     detailed  from  time to  time  in our  Company's  Securities  and  Exchange
     Commission filings.

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 57 through 84 of
this  report.  Additional  information  concerning  our  operating  segments  is
presented on pages 81 through 83.

                                    Page 56


                       CONSOLIDATED STATEMENTS OF INCOME

                     The Coca-Cola Company and Subsidiaries





Year Ended December 31,                    2001           2000             1999
- --------------------------------------------------------------------------------
(In millions except per share data)
                                                                

NET OPERATING REVENUES                 $ 20,092       $ 19,889         $ 19,284
- ----------------------
Cost of goods sold                        6,044          6,204            6,009
- --------------------------------------------------------------------------------
GROSS PROFIT                             14,048         13,685           13,275
- ------------
Selling, administrative and general
 expenses                                 8,696          8,551            8,480
Other operating charges                       -          1,443              813
- --------------------------------------------------------------------------------
OPERATING INCOME                          5,352          3,691            3,982
- ----------------
Interest income                             325            345              260
Interest expense                            289            447              337
Equity income (loss)                        152           (289)            (184)
Other income-net                             39             99               98
Gains on issuances of stock by
 equity investees                            91              -                -
- --------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES AND
 CUMULATIVE EFFECT OF ACCOUNTING CHANGE   5,670          3,399            3,819
- ---------------------------------------
Income taxes                              1,691          1,222            1,388
- --------------------------------------------------------------------------------
INCOME BEFORE CUMULATIVE EFFECT
 OF ACCOUNTING CHANGE                     3,979          2,177            2,431
- -------------------------------
Cumulative effect of accounting
 change, net of income taxes                (10)             -                -
- --------------------------------------------------------------------------------
NET INCOME                             $  3,969       $  2,177         $  2,431
================================================================================

BASIC NET INCOME PER SHARE
- --------------------------
Before accounting change               $   1.60       $    .88         $    .98
Cumulative effect of accounting change        -              -                -
- --------------------------------------------------------------------------------
                                       $   1.60       $    .88         $    .98
- --------------------------------------------------------------------------------

DILUTED NET INCOME PER SHARE
- ----------------------------
Before accounting change               $   1.60       $    .88         $    .98
Cumulative effect of accounting change        -              -                -
- --------------------------------------------------------------------------------
                                       $   1.60       $    .88         $    .98
- --------------------------------------------------------------------------------

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


<FN>

See Notes to Consolidated Financial Statements.
</FN>


                                     Page 57



                          CONSOLIDATED BALANCE SHEETS

                     The Coca-Cola Company and Subsidiaries






December 31,                                       2001                    2000
- --------------------------------------------------------------------------------
(In millions except share data)
                                                                 

ASSETS
- ------

CURRENT
- -------
Cash and cash equivalents                      $  1,866                $  1,819
Marketable securities                                68                      73
- --------------------------------------------------------------------------------
                                                  1,934                   1,892
Trade accounts receivable, less allowances
  of $59 in 2001 and $62 in 2000                  1,882                   1,757
Inventories                                       1,055                   1,066
Prepaid expenses and other assets                 2,300                   1,905
- --------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                              7,171                   6,620
- --------------------------------------------------------------------------------

INVESTMENTS AND OTHER ASSETS
- ----------------------------
Equity method investments
 Coca-Cola Enterprises Inc.                         788                     707
 Coca-Cola Amatil Limited                           432                     617
 Coca-Cola HBC S.A.                                 791                     758
 Other, principally bottling companies            3,117                   3,164
Cost method investments, principally
   bottling companies                               294                     519
Other assets                                      2,792                   2,364
- --------------------------------------------------------------------------------
                                                  8,214                   8,129
- --------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Land                                                217                     225
Buildings and improvements                        1,812                   1,642
Machinery and equipment                           4,881                   4,547
Containers                                          195                     200
- --------------------------------------------------------------------------------
                                                  7,105                   6,614
Less allowances for depreciation                  2,652                   2,446
- --------------------------------------------------------------------------------
                                                  4,453                   4,168
- --------------------------------------------------------------------------------

TRADEMARKS AND OTHER INTANGIBLE ASSETS            2,579                   1,917
- --------------------------------------------------------------------------------
                                               $ 22,417                $ 20,834
================================================================================



                                    Page 58



                     The Coca-Cola Company and Subsidiaries





December 31,                                       2001                    2000
- --------------------------------------------------------------------------------

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

CURRENT
- -------
Accounts payable and accrued expenses          $  3,679                $  3,905
Loans and notes payable                           3,743                   4,795
Current maturities of long-term debt                156                      21
Accrued income taxes                                851                     600
- --------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                         8,429                   9,321
- --------------------------------------------------------------------------------

LONG-TERM DEBT                                    1,219                     835
- --------------------------------------------------------------------------------

OTHER LIABILITIES                                   961                   1,004
- --------------------------------------------------------------------------------

DEFERRED INCOME TAXES                               442                     358
- --------------------------------------------------------------------------------

SHARE-OWNERS' EQUITY
- --------------------
Common stock, $.25 par value
 Authorized: 5,600,000,000 shares
 Issued: 3,491,465,016 shares in 2001;
         3,481,882,834 shares in 2000               873                     870
Capital surplus                                   3,520                   3,196
Reinvested earnings                              23,443                  21,265
Accumulated other comprehensive income and
 unearned compensation on restricted stock       (2,788)                 (2,722)
- --------------------------------------------------------------------------------
                                                 25,048                  22,609

Less treasury stock, at cost
 (1,005,237,693 shares in 2001;
  997,121,427 shares in 2000)                    13,682                  13,293
- --------------------------------------------------------------------------------
                                                 11,366                   9,316
- --------------------------------------------------------------------------------
                                               $ 22,417                $ 20,834
================================================================================


<FN>

See Notes to Consolidated Financial Statements.
</FN>


                                    Page 59



                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                     The Coca-Cola Company and Subsidiaries






Year Ended December 31,                    2001           2000             1999
- --------------------------------------------------------------------------------
(In millions)
                                                               

OPERATING ACTIVITIES
- --------------------
Net income                              $ 3,969        $ 2,177          $ 2,431
Depreciation and amortization               803            773              792
Deferred income taxes                        56              3               97
Equity income or loss, net of dividends     (54)           380              292
Foreign currency adjustments                (60)           196              (41)
Gains on issuances of stock by equity
  investees                                 (91)             -                -
Gains on sales of assets, including
  bottling interests                        (85)          (127)             (49)
Other operating charges                       -            916              799
Other items                                  34            119              119
Net change in operating assets and
  liabilities                              (462)          (852)            (557)
- --------------------------------------------------------------------------------
 Net cash provided by operating
   activities                             4,110          3,585            3,883
- --------------------------------------------------------------------------------

INVESTING ACTIVITIES
- --------------------
Acquisitions and investments,
  principally trademarks
  and bottling companies                   (651)          (397)          (1,876)
Purchases of investments and other
  assets                                   (456)          (508)            (518)
Proceeds from disposals of investments
  and other assets                          455            290              176
Purchases of property, plant and
  equipment                                (769)          (733)          (1,069)
Proceeds from disposals of property,
  plant and equipment                        91             45               45
Other investing activities                  142            138             (179)
- --------------------------------------------------------------------------------
 Net cash used in investing activities   (1,188)        (1,165)          (3,421)
- --------------------------------------------------------------------------------

FINANCING ACTIVITIES
- --------------------
Issuances of debt                         3,011          3,671            3,411
Payments of debt                         (3,937)        (4,256)          (2,455)
Issuances of stock                          164            331              168
Purchases of stock for treasury            (277)          (133)             (15)
Dividends                                (1,791)        (1,685)          (1,580)
- --------------------------------------------------------------------------------
 Net cash used in financing activities   (2,830)        (2,072)            (471)
- --------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON
  CASH AND CASH EQUIVALENTS                 (45)          (140)             (28)
- --------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
- -------------------------
Net increase (decrease) during the year      47            208              (37)
Balance at beginning of year              1,819          1,611            1,648
- --------------------------------------------------------------------------------
 Balance at end of year                 $ 1,866        $ 1,891          $ 1,611
================================================================================

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


                                    Page 60



                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, 2001         Outstanding    |  Stock     Surplus       Earnings         Stock          Income       Stock      Total
                                                                                                 
- -----------------------------------------|-----------------------------------------------------------------------------------------
                                         |
(In millions except per share data)      |

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 (loss) 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
Restricted stock and other stock         |
 plans, less amortizatization of         |
 $27                                -    |      -           5              -            25               -           -         30
Stock issued by an equity                |
 investee                           -    |      -         146              -             -               -           -        146
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 (loss) 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
Restricted stock and other stock         |
 plans, less amortizatization of         |
 $24                                3    |      1         167              -          (136)              -           -         32
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
- -------------------------                |
COMPREHENSIVE INCOME:                    |
  Net income                        -    |      -           -          3,969             -               -           -      3,969
  Translation adjustments           -    |      -           -              -             -            (207)          -       (207)
  Cumulative effect of SFAS No. 133 -    |      -           -              -             -              50           -         50
  Net gain (loss) on derivatives    -    |      -           -              -             -              92           -         92
  Net change in unrealized gain          |
   (loss) on securities             -    |      -           -              -             -             (29)          -        (29)
  Minimum pension liability         -    |      -           -              -             -             (17)          -        (17)
                                         |
                                         |                                                                                 ------
COMPREHENSIVE INCOME                     |                                                                                  3,858
Stock issued to employees                |
 exercising stock options           7    |      2         162              -             -               -           -        164
Tax benefit from employees'              |
 stock option and restricted             |
 stock plans                        -    |      -          58              -             -               -           -         58
Restricted stock and other               |
 stock plans, less cancellations    -    |      1         132              -           (24)              -        (112)        (3)
Amortization of restricted stock    -    |      -           -              -            41               -           -         41
Unearned restricted stock                |
 adjustment                         -    |      -         (28)             -            28               -           -          -
Purchases of stock for treasury    (6)(1)|      -           -              -             -               -        (277)      (277)
Dividends (per share -- $.72)       -    |      -           -         (1,791)            -               -           -     (1,791)
- -----------------------------------------|------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2001       2,486    |  $ 873     $ 3,520       $ 23,443        $ (150)       $ (2,638)  $ (13,682)  $ 11,366
====================================================================================================================================


<FN>
(1) Common stock purchased from employees exercising stock options numbered .3
    million, 2.2 million and .3 million shares for the years ended December 31,
    2001, 2000 and 1999, respectively.
</FN>

See Notes to Consolidated Financial Statements.

                                    Page 61




                   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,  together  with its  subsidiaries,  (the Company or 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 bottling partners or our customers.

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,  including transactions with
equity method investees, are eliminated from our financial results.

Recoverability of Investments
Management   periodically   assesses  the   recoverability   of  our   Company's
investments.  For publicly traded  investments,  the fair value of our Company's
investment  is  readily   determinable   based  on  quoted  market  prices.  For
non-publicly traded investments,  management's assessment of fair value is based
on our analysis of the investee's  estimates of future operating results and the
resulting  cash flows.  If an  investment  is  considered to be impaired and the
decline in value is other than temporary, an appropriate write-down is recorded.


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 non-cash gain or loss on the issuance.  This non-cash 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 $1,970
million  in 2001,  $1,655  million in 2000 and  $1,609  million  in 1999.  As of
December 31, 2001 and 2000,  advertising  production costs of approximately  $52
million  and $69  million,  respectively,  were  recorded  primarily  in prepaid
expenses  and other  assets  and  noncurrent  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.

                                    Page 62




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

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.
Additionally,  our Company advances  payments to certain customers for marketing
to fund activities  intended to generate volume.  Advance payments are also made
to certain  customers for distribution  rights.  The costs of these programs are
recorded in other assets and are  subsequently  amortized over the periods to be
directly  benefited.  Management  periodically  evaluates the  recoverability of
these assets by preparing estimates of sales volume, the resulting gross profit,
cash flows and other factors.

Trademarks and Other Intangible Assets
Trademarks 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).  Trademarks  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 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  applicable,  an  appropriate  interest  rate is
utilized, based on location-specific economic factors.  Accumulated amortization
was  approximately  $285 million and $192 million on December 31, 2001 and 2000,
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
Effective January 1, 2001, the Company adopted Statement of Financial Accounting
Standards  (SFAS) No. 133,  "Accounting  for Derivative  Instruments and Hedging
Activities,"  as amended by SFAS No. 137 and SFAS No. 138. As discussed  further
in  Note  9,  the  2001  Consolidated  Financial  Statements  were  prepared  in
accordance  with  the  provisions  of  SFAS  No.  133.  Prior  years'  financial
statements  have not been  restated.  As required by SFAS No. 133,  the 2000 and
1999  Consolidated  Financial  Statements  were prepared in accordance  with the
applicable  professional  literature for derivatives and hedging  instruments in
effect at that time.

   Effective  January 1, 2001,  our Company  adopted the  provisions of Emerging
Issues  Task  Force  (EITF)  Issue No.  00-14,  "Accounting  for  Certain  Sales
Incentives,"  and EITF Issue No.  00-22,  "Accounting  for  'Points' and Certain
Other  Time-Based or Volume-Based  Sales Incentive  Offers,  and Offers for Free
Products or Services to be Delivered  in the Future."  Both of these EITF Issues
provide additional  guidance relating to the income statement  classification of
certain  sales  incentives.  The  adoption of these EITF Issues  resulted in the
Company  reducing both net operating  revenues and selling,  administrative  and
general expenses by approximately $580 million in 2001, $569 million in 2000 and
$521  million  in 1999.  These  reclassifications  have no impact  on  operating
income.

   In April 2001, the EITF reached a consensus on EITF Issue No. 00-25,  "Vendor
Income Statement  Characterization  of  Consideration  Paid to a Reseller of the
Vendor's  Products."  EITF Issue No.  00-25,  which is effective for the Company
beginning January 1, 2002, will require certain selling expenses incurred by the
Company to be classified as deductions  from revenue.  With the adoption of this
EITF Issue,  we estimate  that  approximately  $2.6  billion of our  payments to
bottlers  and  customers   that  are  currently   classified   within   selling,
administrative  and general  expenses will be  reclassified  as deductions  from
revenue. In our 2002 Consolidated Financial Statements,  all comparative periods
will be reclassified.

   In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No.
141,  "Business  Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 is effective for the Company as of January 1, 2002.  Under
the new rules, goodwill and indefinite lived intangible assets will no

                                    Page 63




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

longer be amortized  but will be reviewed  annually for  impairment.  Intangible
assets  that are not  deemed  to have an  indefinite  life will  continue  to be
amortized over their useful lives.

   The adoption of SFAS No. 142 requires that an initial  impairment  assessment
is performed on all goodwill and indefinite lived intangible assets. To complete
this assessment, the Company will compare the fair value to the current carrying
value of trademarks  and other  intangible  assets.  Fair values will be derived
using cash flow analysis.  The assumptions  used in this cash flow analysis will
be consistent with our internal  planning.  Any impairment charge resulting from
this initial assessment will be recorded as a cumulative effect of an accounting
change.  The Company  estimates the cumulative  effect of adopting this standard
will result in a non-cash  charge in the first quarter of 2002 of  approximately
$1 billion on a pretax basis.  This amount reflects  intangible  assets for both
the  Company  and  the  Company's  proportionate  share  of  its  equity  method
investees.  The  adoption  of this  new  standard  will  also  benefit  earnings
beginning  in 2002 by  approximately  $60 million in reduced  amortization  from
Company-owned  intangible  assets and  approximately  $150  million of increased
equity  income  relating to the  Company's  share of  amortization  savings from
equity method investees.

NOTE 2: BOTTLING INVESTMENTS

Coca-Cola Enterprises Inc.
Coca-Cola  Enterprises Inc.  (Coca-Cola  Enterprises) is the largest  soft-drink
bottler in the world,  operating in eight  countries.  On December 31, 2001, our
Company  owned  approximately  38 percent  of the  outstanding  common  stock of
Coca-Cola  Enterprises,  and  accordingly,  we account for our investment by the
equity method of accounting. As of December 31, 2001, our proportionate share of
the net assets of Coca-Cola Enterprises exceeded our investment by approximately
$283  million.  This  excess  is  amortized  over a period  consistent  with the
applicable useful life of the underlying transactions.

   A summary of financial  information  for Coca-Cola  Enterprises is as follows
(in millions):




December 31,                                                  2001         2000
- --------------------------------------------------------------------------------
                                                                
Current assets                                            $  2,876     $  2,631
Noncurrent assets                                           20,843       19,531
- --------------------------------------------------------------------------------
  Total assets                                            $ 23,719     $ 22,162
================================================================================
Current liabilities                                       $  4,522     $  3,094
Noncurrent liabilities                                      16,377       16,234
- --------------------------------------------------------------------------------
  Total liabilities                                       $ 20,899     $ 19,328
================================================================================
Share-owners' equity                                      $  2,820     $  2,834
================================================================================
Company equity investment                                 $    788     $    707
================================================================================

Year Ended December 31,                         2001          2000         1999
- --------------------------------------------------------------------------------
Net operating revenues                      $ 15,700      $ 14,750     $ 14,406
Cost of goods sold                             9,740         9,083        9,015
- --------------------------------------------------------------------------------
Gross profit                                $  5,960      $  5,667     $  5,391
================================================================================
Operating income                            $    601      $  1,126     $    839
================================================================================
Cash operating profit (1)                   $  1,954      $  2,387     $  2,187
================================================================================
Cumulative effect of
  accounting change                         $    302      $      -     $      -
================================================================================
Net income (loss)                           $   (321)     $    236     $     59
================================================================================
Net income (loss) available
  to common share owners                    $   (324)     $    233     $     56
================================================================================



<FN>

(1) Cash operating  profit is defined as operating  income plus  depreciation
expense, amortization expense and other non-cash operating expenses.
</FN>


   Our net  concentrate  and  syrup  sales to  Coca-Cola  Enterprises  were $3.9
billion in 2001, $3.5 billion in 2000 and $3.3 billion in 1999, or approximately
19 percent,  18 percent and 17 percent of our 2001,  2000 and 1999 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 $295  million in 2001,  $298  million in 2000 and $308
million in 1999. We also provide  certain  administrative  and other services to
Coca-Cola Enterprises under negotiated fee arrangements.

   Cash payments made directly to Coca-Cola  Enterprises  for support of certain
marketing activities and participation with them in cooperative  advertising and
other marketing  programs amounted to approximately  $606 million,  $533 million
and $525  million  in 2001,  2000 and 1999,  respectively.  Cash  payments  made
directly to Coca-Cola  Enterprises'  customers for support of certain  marketing
activities and programs amounted to approximately $282 million,

                                    Page 64



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

$221 million and $242 million in 2001, 2000 and 1999, respectively.  Pursuant to
cooperative  advertising  and trade  agreements with Coca-Cola  Enterprises,  we
received approximately $252 million, $195 million and $243 million in 2001, 2000
and 1999, respectively, from Coca-Cola Enterprises for local media and marketing
program expense reimbursements.

   Our Company  enters into  programs  with  Coca-Cola  Enterprises  designed to
assist their development of the cold drink infrastructure. Under these programs,
our Company made payments to Coca-Cola  Enterprises for a portion of the cost of
developing the  infrastructure  necessary to support  accelerated  placements of
cold drink  equipment.  These payments  support a common  objective of increased
sales of Coca-Cola beverages from increased  availability and consumption in the
cold drink channel.  In connection  with these programs,  Coca-Cola  Enterprises
agrees to: (1) purchase and place specified numbers of  vendors/coolers  or cold
drink  equipment  each year through 2008; (2) maintain the equipment in service,
with certain exceptions,  for a period of at least 12 years after placement; (3)
maintain and stock the equipment in accordance with specified standards; and (4)
report to our Company minimum  average annual unit case sales volume  throughout
the economic life of the equipment.

   Coca-Cola Enterprises must achieve minimum average unit case sales volume for
a 12-year  period  following the placement of equipment.  These minimum  average
unit case  sales  volume  levels  ensure  adequate  gross  profit  from sales of
concentrate  to  fully  recover  the  capitalized  costs  plus a  return  on the
Company's  investment.   Should  Coca-Cola  Enterprises  fail  to  purchase  the
specified  numbers of  vendors/coolers  or cold drink equipment for any calendar
year through 2008, the parties agree to mutually develop a reasonable  solution.
Should no  mutually  agreeable  solution  be  developed,  or in the  event  that
Coca-Cola  Enterprises  otherwise  breaches  any material  obligation  under the
contracts and such breach is not remedied within a stated period, then Coca-Cola
Enterprises  would be  required  to repay a portion  of the  support  funding as
determined by our Company. No repayments by Coca-Cola Enterprises have ever been
made under these  programs.  Our Company paid or committed to pay  approximately
$159  million,   $223  million  and  $338  million  in  2001,   2000  and  1999,
respectively,  to Coca-Cola  Enterprises in connection with these infrastructure
programs.  These payments are recorded as other assets and amortized as a charge
to earnings over the 12-year  period  following the placement of the  equipment.
Amounts recorded in other assets were  approximately $931 million as of December
31, 2001. For 2002 and thereafter,  the Company has no further commitments under
these programs.

   As of January 1, 2001, Coca-Cola Enterprises changed its method of accounting
for infrastructure development payments received from the Company. Prior to this
change,   Coca-Cola   Enterprises   recognized  these  payments  as  offsets  to
incremental expenses of the programs in the periods in which they were incurred.
Coca-Cola  Enterprises now recognizes the  infrastructure  development  payments
received from the Company as  obligations  under the  contracts  are  performed.
Because the Company eliminates the financial effect of significant  intercompany
transactions (including transactions with equity method investees),  this change
in accounting method has no impact on the Consolidated  Financial  Statements of
our Company.

   Our  Company  and  Coca-Cola  Enterprises  reached  an  agreement  in 2000 to
transfer all  responsibilities  and the  associated  staffing for major customer
marketing (CMG) efforts to Coca-Cola  Enterprises from our Company and for local
media activities from Coca-Cola Enterprises to our Company. Under the agreement,
our  Company  reimburses  Coca-Cola  Enterprises  for  the  CMG  staffing  costs
transferred to Coca-Cola  Enterprises,  and Coca-Cola Enterprises reimburses our
Company for the local media staffing costs  transferred to our Company.  Amounts
reimbursed  to Coca-Cola  Enterprises  by our Company for CMG staffing  expenses
were  $25  million  and $3  million  for 2001 and  2000,  respectively.  Amounts
reimbursed to our Company for local media staffing expenses were $16 million for
2001.

   The  difference  between our  proportionate  share of Coca-Cola  Enterprises'
income  available  to common  share owners and the  Company's  equity  income in
Coca-Cola  Enterprises is primarily  related to the elimination of the financial
effect of intercompany transactions between the two companies.

   If valued  at the  December  31,  2001,  quoted  closing  price of  Coca-Cola
Enterprises  shares,  the  value  of our  investment  in  Coca-Cola  Enterprises
exceeded its carrying value by approximately $2.4 billion.

                                    Page 65




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

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,                                                 2001          2000
- --------------------------------------------------------------------------------
                                                                  
Current assets                                           $  6,013      $  5,985
Noncurrent assets                                          17,879        19,030
- --------------------------------------------------------------------------------
 Total assets                                            $ 23,892      $ 25,015
================================================================================
Current liabilities                                      $  5,085      $  5,419
Noncurrent liabilities                                      7,806         8,357
- --------------------------------------------------------------------------------
  Total liabilities                                      $ 12,891      $ 13,776
================================================================================
Share-owners' equity                                     $ 11,001      $ 11,239
================================================================================
Company equity investment                                $  4,340      $  4,539
================================================================================

Year Ended December 31,                    2001            2000            1999
- --------------------------------------------------------------------------------
Net operating revenues (1)             $ 19,955        $ 21,423        $ 19,605
Cost of goods sold                       11,413          13,014          12,085
- --------------------------------------------------------------------------------
Gross profit (1)                       $  8,542        $  8,409        $  7,520
================================================================================
Operating income (loss)                $  1,770        $    (24)       $    809
================================================================================
Cash operating profit (2)              $  3,171        $  2,796        $  2,474
================================================================================
Net income (loss)                      $    735        $   (894)       $   (134)
================================================================================



<FN>
Equity investments include non-bottling investees.
(1) 2000 and 1999 Net operating revenues and Gross profit have been reclassified
for EITF Issue No. 00-14 and EITF Issue No. 00-22.
(2) Cash  operating  profit is defined as  operating  income  plus  depreciation
expense, amortization expense and other non-cash operating expenses.

</FN>


   Net sales to equity  investees  other than  Coca-Cola  Enterprises  were $3.7
billion in 2001,  $3.5 billion in 2000 and $3.2 billion in 1999.  Total  support
payments,  primarily  marketing,  made to equity  investees other than Coca-Cola
Enterprises,  the majority of which are located outside the United States,  were
approximately  $636  million,  $663 million and $685 million for 2001,  2000 and
1999, respectively.

   In February  2001,  the  Company  reached an  agreement  with  Carlsberg  A/S
(Carlsberg) for the dissolution of Coca-Cola  Nordic  Beverages  (CCNB), a joint
venture bottler in which our Company had a 49 percent  ownership.  In July 2001,
our Company and San Miguel  Corporation (San Miguel) acquired Coca-Cola Bottlers
Philippines (CCBPI) from Coca-Cola Amatil Limited (Coca-Cola Amatil).

   In November 2001,  our Company sold nearly all of its ownership  interests in
various  Russian   bottling   operations  to  Coca-Cola  HBC  S.A.  (CCHBC)  for
approximately  $170 million in cash and notes receivable,  of which $146 million
in  notes  receivable  remained  outstanding  as of  December  31,  2001.  These
interests  consisted of the Company's 40 percent  ownership  interest in a joint
venture with CCHBC that operates  bottling  territories  in Siberia and parts of
Western  Russia,  together  with our Company's  nearly 100 percent  interests in
bottling operations with territories covering the remainder of Russia.

   In July 2000, a merger of Coca-Cola  Beverages plc (Coca-Cola  Beverages) and
Hellenic  Bottling  Company S.A.  was  completed  to create  CCHBC.  This merger
resulted  in  a  decrease  in  our  Company's  equity  ownership  interest  from
approximately 50.5 percent of Coca-Cola Beverages to approximately 24 percent of
the combined entity, CCHBC.

   In July 1999,  we  acquired  from  Fraser  and Neave  Limited  its  ownership
interest in F&N Coca-Cola Pte Limited.

   If valued at the December 31, 2001,  quoted closing prices of shares actively
traded on stock markets,  the value of our equity investments in publicly traded
bottlers  other  than  Coca-Cola  Enterprises  exceeded  our  carrying  value by
approximately $800 million.

NOTE 3: ISSUANCES OF STOCK BY
EQUITY INVESTEES

In  July  2001,  Coca-Cola   Enterprises  completed  its  acquisition  of  Hondo
Incorporated and Herbco Enterprises, Inc., collectively known as Herb Coca-Cola.
The transaction was valued at approximately $1.4 billion,  with approximately 30
percent of the transaction  funded with the issuance of approximately 25 million
shares of Coca-Cola  Enterprises  common stock, and the remaining portion funded
through debt and assumed debt. 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.  The shares issued  combined with other share  issuances
exceeded the amount of repurchased  shares under  Coca-Cola  Enterprises'  share
repurchase  plan.  As a result,  the  issuance  of these  shares  resulted  in a
one-time non-cash pretax gain for our Company of approximately  $91 million.  We
provided  deferred  taxes  of  approximately  $36  million  on this  gain.  This
transaction reduced our ownership in Coca-Cola Enterprises from approximately 40
percent to  approximately  38 percent.

   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

                                    Page 66




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

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.

NOTE 4: ACCOUNTS PAYABLE AND
ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following (in millions):





December 31,                                               2001            2000
- --------------------------------------------------------------------------------
                                                                  
Accrued marketing                                       $ 1,160         $ 1,163
Container deposits                                           84              58
Accrued compensation                                        202             141
Sales, payroll and other taxes                              148             166
Accrued realignment expenses                                 59             254
Accounts payable and
  other accrued expenses                                  2,026           2,123
- --------------------------------------------------------------------------------
                                                        $ 3,679         $ 3,905
================================================================================




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,  2001,  we had  approximately  $3,361  million
outstanding in commercial paper borrowings.  In addition,  we had $2,468 million
in lines of credit and other short-term  credit facilities  available,  of which
approximately $382 million was outstanding.  Our weighted-average interest rates
for commercial paper outstanding were  approximately 1.9 percent and 6.7 percent
at December 31, 2001 and 2000, 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,                                              2001            2000
- --------------------------------------------------------------------------------
                                                                   
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
5 3/4% U.S. dollar notes due 2011                          498               -
7 3/8% U.S. dollar notes due 2093                          116             116
Other, due 2002 to 2013                                     62              41
- --------------------------------------------------------------------------------
                                                         1,375             856
Less current portion                                       156              21
- --------------------------------------------------------------------------------
                                                       $ 1,219           $ 835
================================================================================



   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 $1,262 million and $113 million on December 31, 2001, and $706
million and $150  million on December 31, 2000.  The  weighted-average  interest
rate on our  Company's  long-term  debt was 5.8  percent and 5.9 percent for the
years ended  December 31, 2001 and 2000,  respectively.  Total interest paid was
approximately  $304  million,  $458 million and $314  million in 2001,  2000 and
1999, 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, 2001,
are as follows (in millions):




   2002             2003             2004             2005                2006
- --------------------------------------------------------------------------------
                                                              
  $ 156            $ 155             $  2             $  1                $  1
================================================================================




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


NOTE 7:  COMPREHENSIVE INCOME

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




December 31,                                              2001            2000
- --------------------------------------------------------------------------------
                                                                
Foreign currency
  translation adjustment                              $ (2,682)       $ (2,475)
Accumulated derivative net gains                           142               -
Unrealized gain (loss) on
  available-for-sale securities                            (55)            (26)
Minimum pension liability                                  (43)            (26)
- --------------------------------------------------------------------------------
                                                      $ (2,638)       $ (2,527)
================================================================================




                                    Page 67


                   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, 2001, 2000 and 1999, is as follows (in millions):




                                    Before-Tax       Income          After-Tax
December 31,                            Amount          Tax             Amount
- --------------------------------------------------------------------------------
                                                               
2001
- ----
Net foreign currency
  translation                           $ (285)        $ 78             $ (207)
Cumulative effect of
  adopting SFAS
  No. 133, net                              83          (33)                50
Net gain (loss) on
  derivative financial
  instruments                              151          (59)                92
Net change in
  unrealized gain (loss)
  on available-for-sale
  securities                               (39)          10                (29)
Minimum pension
  liability                                (27)          10                (17)
- --------------------------------------------------------------------------------
Other comprehensive
  income (loss)                         $ (117)        $  6             $ (111)
================================================================================

                                    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)
================================================================================



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.  Fair values for our derivative financial  instruments are 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, 2001 and 2000, 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 AOCI. Debt securities categorized as held-to-maturity
are stated at amortized cost.

                                    Page 68



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

   On  December  31,  2001 and  2000,  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
- --------------------------------------------------------------------------------
                                                           
2001
- ----
Available-for-sale
 securities
  Equity securities  $   251           $ 43          $ (116)           $   178
  Collateralized
   mortgage
   obligations            13              -              (1)                12
  Other debt
   securities             19              -               -                 19
- --------------------------------------------------------------------------------
                     $   283           $ 43          $ (117)           $   209
================================================================================

Held-to-maturity
 securities
  Bank and
   corporate debt    $   978           $  -          $    -            $   978
  Other debt
   securities              8              -               -                  8
- --------------------------------------------------------------------------------
                     $   986           $  -          $    -            $   986
================================================================================


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


   On  December  31,  2001 and 2000,  these  investments  were  included  in the
following captions in our Consolidated Balance Sheets (in millions):


                                                   Available-         Held-to-
                                                     for-Sale         Maturity
December 31,                                       Securities       Securities
- --------------------------------------------------------------------------------
2001
- ----
Cash and cash equivalents                              $    -          $   976
Current marketable securities                              66                2
Cost method investments,
  principally bottling companies                          127                -
Other assets                                               16                8
- --------------------------------------------------------------------------------
                                                       $  209          $   986
================================================================================

2000
- ----
Cash and cash equivalents                              $    -          $ 1,113
Current marketable securities                              71                2
Cost method investments,
  principally bottling companies                          151                -
Other assets                                               31                -
- --------------------------------------------------------------------------------
                                                       $  253          $ 1,115
================================================================================


   The contractual maturities of these investments as of December 31, 2001, were
as follows (in millions):

                      Available-for-Sale                 Held-to-Maturity
                          Securities                         Securities
                      ------------------               ----------------------
                                    Fair               Amortized       Fair
                       Cost        Value                    Cost      Value
- -----------------------------------------------------------------------------
2002                  $  16        $  16                   $ 978      $ 978
2003-2006                 3            3                       8          8
Collateralized
 mortgage
 obligations             13           12                       -          -
Equity securities       251          178                       -          -
- -----------------------------------------------------------------------------
                      $ 283        $ 209                   $ 986      $ 986
=============================================================================




   For the years ended  December  31, 2001 and 2000,  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.

                                    Page 69




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

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,  in  commodity  prices and other  market  risks.  When
entered  into,  the Company  formally  designates  and  documents  the financial
instrument  as a hedge of a specific  underlying  exposure,  as well as the risk
management objectives and strategies for undertaking the hedge transactions. The
Company  formally  assesses,  both  at  the  inception  and at  least  quarterly
thereafter,   whether  the  financial  instruments  that  are  used  in  hedging
transactions  are  effective at  offsetting  changes in either the fair value or
cash flows of the  related  underlying  exposure.  Because of the high degree of
effectiveness  between the hedging instrument and the underlying  exposure being
hedged,  fluctuations  in the value of the derivative  instruments are generally
offset by changes in the fair  value or cash flows of the  underlying  exposures
being hedged. Any ineffective portion of a financial instrument's change in fair
value is immediately  recognized in earnings.  Virtually all of our  derivatives
are  straightforward  over-the-counter  instruments  with  liquid  markets.  Our
Company  does not  enter  into  derivative  financial  instruments  for  trading
purposes.

   The 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 or cash flows of the  underlying  hedged
transactions  or  other  exposures.  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.

   As discussed in Note 1, the Company  adopted SFAS No. 133, as amended by SFAS
No.  137 and SFAS No.  138 on January 1,  2001.  These  statements  require  the
Company to recognize all derivative  instruments as either assets or liabilities
in the Consolidated  Balance Sheets at fair value. The accounting for changes in
the  fair  value of a  derivative  instrument  depends  on  whether  it has been
designated and qualifies as part of a hedging  relationship and further,  on the
type of hedging  relationship.  At the inception of the hedge relationship,  the
Company must designate the derivative instrument as either a fair value hedge, a
cash flow  hedge or a hedge of a net  investment  in a foreign  operation.  This
designation is based upon the exposure being hedged.

   The  adoption of SFAS No. 133  resulted in the Company  recording  transition
adjustments  to  recognize  its  derivative  instruments  at fair  value  and to
recognize  the  ineffective   portion  of  the  change  in  fair  value  of  its
derivatives.  The  cumulative  effect  of these  transition  adjustments  was an
after-tax  reduction to net income of approximately $10 million and an after-tax
net increase to AOCI of approximately  $50 million.  The reduction to net income
is  primarily  related to the change in the time value and fair value of foreign
currency  options and interest rate  agreements,  respectively.  The increase in
AOCI is primarily related to net gains on foreign currency cash flow hedges. The
Company  reclassified  into  earnings  during the year ended  December  31, 2001
approximately  $54 million of net gains  relating to the  transition  adjustment
recorded in AOCI as of January 1, 2001.

   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  collateral in the form of U.S.  government
securities for substantially all of 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.  The  Company  has  master  netting  agreements  with  most of the
financial  institutions that are  counterparties to the derivative  instruments.
These agreements allow the net settlement of assets and liabilities arising from
different  transactions with the same counterparty.  Based on these factors,  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 two years

                                    Paqe 70




                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

on  December  31,  2001.  Interest  rate swap  agreements,  which  meet  certain
conditions  required under SFAS No. 133 for fair value hedges, are accounted for
as such.  Therefore,  no ineffective portion was recorded in 2001.  Accordingly,
the  changes in the fair value of these  agreements  are  recorded  in  earnings
immediately.  The fair value of our Company's  interest rate swap agreements was
approximately  $5 million at December 31, 2001.  The Company  estimates the fair
value of its interest rate management derivatives based on quoted market prices.

   Prior to January 1, 2001,  our Company also used interest  swaps and interest
rate caps for hedging purposes. For interest rate swaps, any differences paid or
received were  recognized as  adjustments  to interest  expense over the life of
each swap,  thereby  adjusting  the effective  interest  rate on the  underlying
obligation. Additionally, prior to January 1, 2001, our Company had entered into
an interest  rate cap  agreement  that  entitled us to receive  from a financial
institution the amount,  if any, by which our interest  payments on our variable
rate debt exceeded  prespecified interest rates through 2004. This cap agreement
was  terminated  during 2001, and the impact on the  Consolidated  Statements of
Income was immaterial.

Foreign Currency Management
The purpose of our foreign  currency  hedging  activities  is to reduce the risk
that our eventual U.S. dollar net cash inflows  resulting from sales outside the
U.S. 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 certain portions of forecasted cash
flows denominated in foreign currencies. The effective portion of the changes in
fair value for these contracts,  which have been designated as cash flow hedges,
are  reported  in AOCI and  reclassified  into  earnings  in the same  financial
statement  line item and in the same period or periods  during  which the hedged
transaction affects earnings. Any ineffective portion (which was not significant
in 2001)  of the  change  in fair  value of  these  instruments  is  immediately
recognized in earnings.  These contracts had maturities  ranging from one to two
years on December  31,  2001,  the period in which all amounts  included in AOCI
will be reclassified into earnings.

   Additionally,  the Company enters into forward exchange contracts,  which are
not designated as hedging  instruments under SFAS No. 133. These instruments are
used to offset the earnings impact relating to the variability in exchange rates
on  certain  monetary  assets  and  liabilities  denominated  in  non-functional
currencies.  Changes in the fair value of these  instruments  are  recognized in
earnings in the "Other  income-net" line item of the Consolidated  Statements of
Income  immediately to offset the effect of remeasurement of the monetary assets
and liabilities.

   The Company  also enters into  forward  exchange  contracts  to hedge its net
investment position in certain major currencies.  Under SFAS No. 133, changes in
the  fair  value  of  these  instruments  are  recognized  in  foreign  currency
translation adjustment, a component of AOCI, immediately to offset the change in
the value of the net  investment  being hedged.  For the year ended December 31,
2001,  approximately  $43  million of losses  relating to  derivative  financial
instruments were recorded in foreign currency translation adjustment.

   Prior  to  January  1,  2001,  gains  and  losses  on  derivative   financial
instruments  that were  designated and effective as hedges of net investments in
international   operations  were  included  in  foreign   currency   translation
adjustments, a component of AOCI.

   For the year ended  December  31,  2001,  we  recorded an increase to AOCI of
approximately  $92 million,  net of both income taxes and  reclassifications  to
earnings,  primarily  related to net gains on foreign currency cash flow hedges,
which  will  generally  offset  cash  flow  losses  relating  to the  underlying
exposures  being hedged in future  periods.  The Company  estimates that it will
reclassify into earnings during the next 12 months approximately $120 million of
the net amount  recorded  in AOCI as of  December  31,  2001 as the  anticipated
foreign  currency  cash flows  occur.  The Company  recorded  approximately  $12
million in earnings classified within net operating revenues in the Consolidated
Statements  of  Income,  primarily  related  to the  change in the time value of
foreign currency options. During 2001, the FASB issued an interpretation to SFAS
No. 133 allowing the entire change in fair value,  including the time value,  of
certain  purchased  options to be recorded in AOCI until the related  underlying
exposure is recorded  in  earnings.  The  Company  adopted  this  interpretation
prospectively.

   The Company did not discontinue any cash flow hedge relationships  during the
year ended December 31, 2001.

                                    Page 71



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

   The  following  table  summarizes  activity  in AOCI  related to  derivatives
designated  as cash flow  hedges  held by the  Company  during the  period  from
January 1, 2001 through December 31, 2001 (in millions):



                                   Before-Tax        Income          After-Tax
Year Ended December 31,                Amount           Tax             Amount
- --------------------------------------------------------------------------------
                                                                
2001
- ----
Cumulative effect
  of adopting
  SFAS No. 133, net                    $   83        $  (33)             $  50
Net changes in fair value
  of derivatives                          311          (122)               189
Net gains reclassified from
  AOCI into earnings                     (160)           63                (97)
- --------------------------------------------------------------------------------
Accumulated derivative
  net gains as of
  December 31, 2001                    $  234        $  (92)             $ 142
================================================================================



   The following table presents the fair value, carrying value and maturities of
the Company's foreign currency derivative instruments outstanding as of December
31, 2001 (in millions):



                                Carrying                 Fair
December 31,                      Values               Values         Maturity
- --------------------------------------------------------------------------------
                                                            
2001
- ----
Forward contracts                  $  37                $  37             2002
Currency swap agreements              10                   10             2002
Purchased options                    219                  219        2002-2003
- --------------------------------------------------------------------------------
                                   $ 266                $ 266
================================================================================



   The  Company  estimates  the fair value of its foreign  currency  derivatives
based on quoted market prices or pricing models using current market rates. This
amount is primarily  reflected in prepaid  expenses and other assets  within the
Company's Consolidated Balance Sheets.

   Prior to January 1, 2001,  our Company also used foreign  exchange  contracts
and purchased currency options for hedging purposes.  Premiums paid and realized
gains and losses, including those on any terminated contracts,  were included in
prepaid expenses and other assets.  These were recognized in income,  along with
unrealized gains and losses,  in the same period the hedging  transactions  were
realized.  Approximately  $26  million of  realized  gains on settled  contracts
entered  into as  hedges  of  firmly  committed  transactions  that  had not yet
occurred  were  deferred on December  31, 2000.  Deferred  gains and losses from
hedging anticipated transactions were not material on December 31, 2000.

   The  following  table  presents the  aggregate  notional  principal  amounts,
carrying  values,  fair  values  and  maturities  of  our  derivative  financial
instruments outstanding on December 31, 2000 (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
================================================================================




NOTE 10: COMMITMENTS AND CONTINGENCIES

On December 31, 2001, we were contingently liable for guarantees of indebtedness
owed by third  parties  in the  amount of $436  million,  of which  $10  million
related  to the  Company's  equity  investee  bottlers.  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 $1,326 million, of
which the majority is payable over the next 12 years.

   The Company is involved in various  legal  proceedings.  Management  believes
that  any  liability  to the  Company  which  may  arise  as a  result  of these
proceedings will not have a material  adverse effect on the financial  condition
of the Company taken as a whole.

                                    Page 72


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

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):




                                            2001          2000            1999
- --------------------------------------------------------------------------------
                                                               
Increase in trade
  accounts receivable                     $  (73)       $  (39)         $  (96)
Increase in inventories                      (17)           (2)           (163)
Increase in prepaid
  expenses and
  other assets                              (349)         (618)           (547)
Increase (decrease) in
  accounts payable
  and accrued expenses                      (179)          (84)            281
Increase (decrease) in
  accrued taxes                              247           (96)            (36)
Increase (decrease) in
  other liabilities                          (91)          (13)              4
- --------------------------------------------------------------------------------
                                          $ (462)       $ (852)         $ (557)
================================================================================




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 $41 million in 2001,  $6 million in 2000 and $39  million in 1999.  In 2000,
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.

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





Year Ended December 31,                     2001          2000            1999
- --------------------------------------------------------------------------------
                                                              
Net income
  As reported                            $ 3,969       $ 2,177         $ 2,431
  Pro forma                              $ 3,767       $ 1,995         $ 2,271
Basic net income
 per share
  As reported                            $  1.60       $   .88         $   .98
  Pro forma                              $  1.51       $   .81         $   .92
Diluted net income
 per share
  As reported                            $  1.60       $   .88         $   .98
  Pro forma                              $  1.51       $   .80         $   .91
================================================================================



   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, 2001,  29 million  shares were  available for grant under the
Restricted  Stock Award Plans. In 2001,  there were 116,300 shares of restricted
stock granted at an average price of $48.95.  In 2000, there were 546,585 shares
of  restricted  stock  granted at an average  price of $58.20.  In 1999,  32,100
shares of restricted stock were granted at an average price of $53.86.  In 2001,
78,700 shares of restricted  stock were cancelled at an average price of $48.49.
In 2000, 80,500 shares of restricted stock were cancelled at an average price of
$28.41.  In 1999,  1,600 shares of restricted stock were cancelled at an average
price of $86.75.  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  was  contingent  upon the  Company  achieving  certain
predefined performance targets over the three-year and five-year measurement


                                    Page 73


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

periods, respectively.  Participants were 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 at
the end of five years to certain  employees if the Company  achieved  predefined
performance targets over the respective  measurement periods. In May 2001, these
performance  based  restricted stock awards and promises made to grant shares in
the future were cancelled.  New awards, for the same number of shares,  with the
exception of the promise made in 2000 to grant 200,000 shares at the end of five
years,  were granted.  The  performance  targets of these new awards are aligned
with the Company's current  long-term  earnings per share growth target of 11 to
12 percent.  In 2001,  an additional  10,000  shares of  three-year  and 300,000
shares  of  five-year  performance-based  restricted  stock  were  granted  with
performance  targets aligned with the Company's current  long-term  earnings per
share growth target of 11 to 12 percent.

   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.

   The 1999 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,  stock  options
generally  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 2001,  2000 and 1999,  respectively:  dividend
yields of 1.6, 1.2 and 1.2 percent;  expected  volatility of 31.9, 31.7 and 27.1
percent;  risk-free  interest  rates of 5.1, 5.8 and 6.2  percent;  and expected
lives  of  five  years  for  2001  and  2000  and  four  years  for  1999.   The
weighted-average fair value of options granted was $15.09, $19.85 and $15.77 for
the years ended December 31, 2001, 2000 and 1999, respectively.

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






                                                   2001                            2000                           1999
                                        -------------------------      --------------------------      ----------------------------
                                                 Weighted-Average                Weighted-Average                Weighted-Average
                                        Shares     Exercise Price      Shares      Exercise Price      Shares      Exercise Price
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                        

Outstanding on January 1,                  112            $ 51.23         101             $ 46.66          80             $ 42.77
Granted (1)                                 45              48.11          32               57.35          28               53.53
Exercised                                   (7)             24.30         (12)              26.00          (6)              26.12
Forfeited/Expired (2)                       (9)             56.74          (9)              57.51          (1)              60.40
- -----------------------------------------------------------------------------------------------------------------------------------
Outstanding on December 31,                141            $ 51.16         112             $ 51.23         101             $ 46.66
===================================================================================================================================
Exercisable on December 31,                 65            $ 50.83          60             $ 46.57          59             $ 39.40
===================================================================================================================================
Shares available on December 31,
 for options that may be granted            25                             65                              92
===================================================================================================================================


<FN>
(1) No grants were made from the 1991 Option Plan during 2000 or 2001.
(2) Shares Forfeited/Expired relate to the 1991 and 1999 Option Plans.

</FN>

                                    Page 74


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

   The following table  summarizes  information  about stock options at
December 31, 2001 (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
- -----------------------------------------------------------------------------------------------------------------------------
                                                                                                    
$20.00 to $30.00                     7             2.1 years                $ 23.44                    7           $ 23.44
$30.01 to $40.00                     9             3.8 years                $ 35.63                    9           $ 35.63
$40.01 to $50.00                    53            12.9 years                $ 48.22                    9           $ 48.86
$50.01 to $60.00                    59            12.2 years                $ 56.30                   28           $ 56.54
$60.01 to $86.75                    13             6.8 years                $ 65.87                   12           $ 65.89
- -----------------------------------------------------------------------------------------------------------------------------
$20.00 to $86.75                   141            10.9 years                $ 51.16                   65           $ 50.83
=============================================================================================================================



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  $142 million in 2001, $116
million  in 2000 and $108  million in 1999.  In  addition,  in 2000 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
defined benefit plans consists of the following (in millions):




                                                 Pension Benefits
                                      ------------------------------------------
Year Ended December 31,                2001            2000            1999
- --------------------------------------------------------------------------------
                                                              
Service cost                          $  53           $  54           $  67
Interest cost                           123             119             111
Expected return on
 plan assets                           (125)           (132)           (119)
Amortization of prior
 service cost                             8               4               6
Recognized net actuarial
 (gain) loss                              3              (7)              7
Settlements and curtailments              -               1               -
- --------------------------------------------------------------------------------
Net periodic pension cost             $  62           $  39           $  72
================================================================================


                                                  Other Benefits
                                      ------------------------------------------
Year Ended December 31,                 2001            2000            1999
- --------------------------------------------------------------------------------
Service cost                            $ 13            $ 12            $ 14
Interest cost                             34              29              22
Expected return on
 plan assets                              (1)             (1)             (1)
Amortization of prior
 service cost                              2               1               -
Recognized net
 actuarial gain                            -              (1)              -
- --------------------------------------------------------------------------------
Net periodic cost                       $ 48            $ 40            $ 35
================================================================================


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




                                            Pension Benefits                 Other Benefits
                                     -----------------------------   ----------------------------
December 31,                            2001                2000        2001               2000
- -------------------------------------------------------------------------------------------------
                                                                              
Benefit obligation
 at beginning
 of year                             $ 1,819             $ 1,670       $ 407              $ 303
Service cost                              53                  54          13                 12
Interest cost                            123                 119          34                 29
Foreign currency
 exchange rate
 changes                                 (23)                (55)          -                  -
Amendments                                 -                  57           3                 21
Actuarial loss                            62                  77          96                 25
Benefits paid                           (126)               (146)        (23)               (17)
Business
 combinations                             10                   -           -                  -
Divestitures                             (12)                  -           -                  -
Settlements and
 curtailments                              -                 (67)          -                 13
Special retirement
 benefits                                  -                 104           -                 20
Other                                      -                   6           -                  1
- -------------------------------------------------------------------------------------------------
Benefit obligation at end of year    $ 1,906             $ 1,819       $ 530              $ 407
=================================================================================================



                                     Page 75


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

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





                                           Pension Benefits                 Other Benefits
                                     -----------------------------    --------------------------
December 31,                            2001                2000        2001               2000
- ------------------------------------------------------------------------------------------------
                                                                              
Fair value of
 plan assets
 at beginning
 of year (1)                         $ 1,555             $ 1,722       $  17              $  29
Actual return on
 plan assets                             (96)                  4           -                  2
Employer
 contribution                            130                  31           -                  -
Foreign currency
 exchange rate
 changes                                 (14)                (57)          -                  -
Benefits paid                            (91)               (120)        (17)               (14)
Business
 combinations                              9                   -           -                  -
Divestitures                              (4)                  -           -                  -
Settlements                                -                 (38)          -                  -
Other                                      3                  13           -                  -
- ------------------------------------------------------------------------------------------------
Fair value of
 plan assets
 at end of year (1)                  $ 1,492             $ 1,555       $   -              $  17
================================================================================================



<FN>

(1) Pension benefit plan assets  primarily  consist of listed stocks  including
1,621,050 shares of common stock of our Company with a fair value of $76 million
and $99 million as of December 31, 2001 and 2000, respectively.

</FN>


   The total projected benefit  obligation and fair value of plan assets for the
pension plans with projected  benefit  obligations in excess of plan assets were
$687 million and $232  million,  respectively,  as of December 31, 2001 and $617
million and $194  million,  respectively,  as of December  31,  2000.  The total
accumulated  benefit  obligation  and fair value of plan  assets for the pension
plans with  accumulated  benefit  obligations in excess of plan assets were $583
million and $202 million, respectively, as of December 31, 2001 and $480 million
and $152 million, respectively, as of December 31, 2000.

   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,                             2001              2000           2001             2000
- -------------------------------------------------------------------------------------------------
                                                                              
Funded status                          $ (414)           $ (264)        $ (530)          $ (390)
Unrecognized net
 asset at transition                       (5)               (6)             -                -
Unrecognized prior
 service cost                              73                90             21               23
Unrecognized
 net actuarial
 (gain) loss                              195               (89)            45              (51)
- -------------------------------------------------------------------------------------------------
Net liability
 recognized                            $ (151)           $ (269)        $ (464)          $ (418)
- -------------------------------------------------------------------------------------------------
Prepaid benefit
 cost                                  $  146            $   39         $    -           $    -
Accrued benefit
 liability                               (387)             (374)          (464)            (418)
Accumulated other
 comprehensive income                      70                43              -                -
Intangible asset                           20                23              -                -
- -------------------------------------------------------------------------------------------------
Net liability
 recognized                            $ (151)          $ (269)         $ (464)          $ (418)
=================================================================================================



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




                                                 Pension Benefits
                                      ----------------------------------------
December 31,                            2001           2000            1999
- ------------------------------------------------------------------------------
                                                             
Discount rate                          6 1/2%             7%              7%
Rate of increase in
 compensation levels                   4 1/4%         4 1/2%          4 1/2%
Expected long-term
 rate of return on
 plan assets                           8 1/2%         8 1/2%          8 1/2%



                                                  Other Benefits
                                      ----------------------------------------
December 31,                            2001           2000            1999
- ------------------------------------------------------------------------------
Discount rate                          7 1/4%         7 1/2%              8%
Rate of increase in
 compensation levels                   4 1/2%         4 3/4%              5%
Expected long-term
 rate of return on
 plan assets                               -              3%              3%




                                    Page 76



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

   The rate of increase in per capita costs of covered  health care  benefits is
assumed to be 9 percent in 2002,  decreasing  gradually  to 5 1/4 percent by the
year 2007.

   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, 2001                        $ 54                        $ (45)

Effect on net periodic
 postretirement benefit
 cost in 2001                             $  7                        $  (6)




NOTE 14: INCOME TAXES

Income before income taxes and cumulative  effect of accounting  change consists
of the following (in millions):




Year Ended December 31,                 2001            2000            1999
- ------------------------------------------------------------------------------
                                                            
United States                        $ 2,430         $ 1,497         $ 1,504
International                          3,240           1,902           2,315
- ------------------------------------------------------------------------------
                                     $ 5,670         $ 3,399         $ 3,819
==============================================================================


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




Year Ended               United     State &
December 31,             States       Local     International       Total
- ---------------------------------------------------------------------------
                                                     
2001
 Current                  $ 552       $ 102           $   981     $ 1,635
 Deferred                    70         (15)                1          56
2000
urrent                    $  48       $  16           $ 1,155     $ 1,219
 Deferred                    (9)         46               (34)          3
1999
Current                   $ 395       $  67           $   829     $ 1,291
 Deferred                   182          11               (96)         97
===========================================================================


   We made income tax payments of approximately  $1,351 million,  $1,327 million
and  $1,404  million  in 2001,  2000 and 1999,  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 utilized 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,                 2001            2000            1999
- --------------------------------------------------------------------------------

                                                               
Statutory U.S. federal rate             35.0%           35.0%           35.0%
State income taxes-net of
 federal benefit                         1.0              .8             1.0
Earnings in jurisdictions taxed
 at rates different from the
 statutory U.S. federal rate            (4.9)           (4.0)           (6.0)
Equity income or loss (1)                (.9)            2.9             1.6
Other operating charges (2)                -             1.9             5.3
Other-net                                (.4)            (.6)            (.6)
- --------------------------------------------------------------------------------
                                        29.8%           36.0%           36.3%
================================================================================

<FN>

(1) Includes charges by equity investees for 2000 and 1999. See Note 15.

(2) Includes charges related to certain  bottling,  manufacturing and intangible
assets for 2000 and 1999. 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 2000 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

                                    Page 77



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

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 percent.

   Undistributed  earnings of the  Company's  foreign  subsidiaries  amounted to
approximately  $5.9 billion at December 31, 2001.  Those earnings are considered
to be indefinitely reinvested and, accordingly, no U.S. federal and state income
taxes have been provided  thereon.  Upon  distribution  of those earnings in the
form of dividends or otherwise, the Company would be subject to both U.S. income
taxes (subject to an adjustment for foreign tax credits) and  withholding  taxes
payable  to the  various  foreign  countries.  Determination  of the  amount  of
unrecognized  deferred U.S. income tax liability is not  practicable  because of
the  complexities  associated  with  its  hypothetical   calculation;   however,
unrecognized  foreign tax credits  would be  available  to reduce a  substantial
portion of the U.S.  liability.

   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,                                            2001            2000
- --------------------------------------------------------------------------------
                                                                

Deferred tax assets:
  Benefit plans                                      $   377         $   261
  Liabilities and reserves                               489             456
  Net operating loss carryforwards                       286             375
  Other operating charges                                169             321
  Other                                                  232             126
- --------------------------------------------------------------------------------
  Gross deferred tax assets                            1,553           1,539
  Valuation allowance                                   (563)           (641)
- --------------------------------------------------------------------------------
                                                     $   990         $   898
- --------------------------------------------------------------------------------
Deferred tax liabilities:
  Property, plant and equipment                      $   391         $   425
  Equity investments                                     196             228
  Intangible assets                                      248             224
  Other                                                  185             129
- --------------------------------------------------------------------------------
                                                     $ 1,020         $ 1,006
================================================================================
Net deferred tax asset (liability)(1)                $  ( 30)        $  (108)
================================================================================


<FN>
(1) Deferred  tax assets of $412 million and $250 million have been  included in
the  consolidated  balance sheet caption "Other assets" at December 31, 2001 and
2000, respectively.

</FN>


   On December  31, 2001 and 2000,  we had  approximately  $240 million and $143
million,  respectively, of net deferred tax assets, located in countries outside
the United States.

   On  December  31,  2001,  we  had  $1,229   million  of  tax  operating  loss
carryforwards available to reduce future taxable income of certain international
subsidiaries.  Loss  carryforwards  of $440 million must be utilized  within the
next five years;  $789  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 July 2000,  we recorded a tax-free  non-cash  gain of  approximately  $118
million  related to the merger of  Coca-Cola  Beverages  and  Hellenic  Bottling
Company S.A. For specific transaction details refer to Note 2.

   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. In 2001, our Company paid out substantially all of this 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

                                    Page 78


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

investment in the Philippines.  In addition,  Panamerican Beverages,  Inc. 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 Coca-Cola Erfrischungsgetraenke AG (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.

   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 strategy,  management  intended to
sell the assets of our vending  operations in Japan and our bottling  operations
in the Baltics.  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 $12  million,  respectively.  On December  22,  2000,  the Company  signed a
definitive  agreement to sell the assets of our vending  operations in Japan and
this sale was  completed in 2001.  The proceeds from the sale of the assets were
approximately equal to the carrying value of the long-lived assets less the cost
to sell.

   In December  2000,  the Company  announced  that it had  intended to sell its
bottling  operations in the Baltics to one of our strategic  business  partners.
However, the partner was in the process of internal  restructuring and no longer
planned to  purchase  the  Baltics  bottling  operations.  At that time  another
suitable  buyer was not  identified  so the  Company  continued  to operate  the
Baltics  bottlers as consolidated  operations  until a new buyer was identified.
Subsequently,  in January  2002,  our Company  reached an  agreement to sell our
bottling operations in the Baltics to CCHBC in early 2002. The expected proceeds
from the sale of the Baltics  bottlers  are  approximately  equal to the current
carrying value of the investment.

   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, Eurasia and Middle East, Latin America
and Corporate segments. These charges were incurred during the fourth quarter of
1999.

NOTE 16:  REALIGNMENT COSTS

In January 2000, our Company initiated a major  organizational  realignment (the
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  were 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.

                                    Page 79



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries

   The table below  summarizes the balance of accrued  Realignment  expenses and
the movement in that accrual as of and for the years ended December 31, 2001 and
2000 (in millions):




                                                                  2000          Accrued                       2001        Accrued
                                                              Non-cash          Balance                   Non-cash        Balance
                                        2000         2000          and     December 31,          2001          and   December 31,
REALIGNMENT SUMMARY                 Expenses     Payments     Exchange             2000      Payments     Exchange           2001
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                       
Employees involuntarily separated
 Severance pay and benefits            $ 216       $ (123)       $  (2)           $  91        $  (66)       $  (8)        $  17
 Outside services-legal,
  outplacement, consulting                33          (25)           -                8            (8)           -             -
 Other-including asset
  write-downs                             81          (37)          (7)              37           (33)          (4)            -
- ------------------------------------------------------------------------------------------------------------------------------------
                                       $ 330       $ (185)       $  (9)           $ 136        $ (107)       $ (12)        $  17
- ------------------------------------------------------------------------------------------------------------------------------------
Employees voluntarily separated
 Special retirement pay
  and benefits                         $ 353       $ (174)       $   -            $ 179        $  (26)       $ (12)        $ 141
 Outside services-legal,
  outplacement, consulting                 6           (3)           -                3            (3)           -             -
- ------------------------------------------------------------------------------------------------------------------------------------
                                       $ 359       $ (177)       $   -            $ 182        $  (29)       $ (12)        $ 141
- ------------------------------------------------------------------------------------------------------------------------------------
Other direct costs                     $ 161       $  (92)       $  (9)           $  60        $  (26)       $ (11)        $  23
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL REALIGNMENT                      $ 850       $ (454)       $ (18)           $ 378(1)     $ (162)       $ (35)        $ 181 (1)
====================================================================================================================================


<FN>

(1) As of  December  31,  2001  and  2000,  $59  million  and  $254  million,
respectively,  were included in the consolidated balance sheet caption "Accounts
payable and accrued  expenses."  As of December 31, 2001 and 2000,  $122 million
and $124 million, respectively,  were included in the consolidated balance sheet
caption "Other liabilities."
</FN>


NOTE 17: ACQUISITIONS AND INVESTMENTS

During  2001,  our  Company's   acquisition  and  investment   activity  totaled
approximately  $651 million.  In February 2001, our Company reached an agreement
with Carlsberg for the dissolution of CCNB, a joint venture bottler in which our
Company had a 49 percent ownership.  At that time, CCNB had bottling  operations
in Sweden,  Norway,  Denmark,  Finland and Iceland.  Under this  agreement  with
Carlsberg,  our Company acquired CCNB's Sweden and Norway bottling operations in
June 2001,  increasing our Company's ownership in those bottlers to 100 percent.
Carlsberg  acquired CCNB's Denmark and Finland bottling  operations,  increasing
Carlsberg's  ownership  in  those  bottlers  to  100  percent.  Pursuant  to the
agreement,  CCNB sold its Iceland bottling  operations to a third-party group of
investors in May 2001.

   In March 2001,  our Company  signed a  definitive  agreement  with La Tondena
Distillers,  Inc. (La Tondena) and San Miguel to acquire  carbonated soft drink,
water and juice brands for $84 million. CCBPI acquired the related manufacturing
and distribution assets from La Tondena for $63 million.

   In July 2001,  our  Company  and San  Miguel  acquired  CCBPI from  Coca-Cola
Amatil. Upon the completion of this transaction, our Company owned 35 percent of
the common  shares and 100  percent of the  Preferred  B shares,  and San Miguel
owned 65  percent of the common  shares of CCBPI.  Additionally,  as a result of
this  transaction,  our Company's  interest in Coca-Cola Amatil was reduced from
approximately 38 percent to approximately 35 percent.

   In  December  2001,  our  Company  completed  a cash  tender  offer  for  all
outstanding shares of common stock of Odwalla,  Inc. This acquisition was valued
at approximately  $190 million with our Company receiving an ownership  interest
of 100 percent.

   During  the  first  half of  2001,  in  separate  transactions,  our  Company
purchased two bottlers in Brazil: Refrescos Guararapes Ltda. and Sucovalle Sucos
e Concentrados  do Vale S.A. In separate  transactions  during the first half of
2000, our Company  purchased two other 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, following
the completion of the tender offer, we owned approximately 95 percent of Paresa.

   The  acquisitions  and  investments  have been  accounted  for by either  the
purchase, equity or cost

                                    Page 80



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries


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 1999, the reported results would not
have been materially affected.

NOTE 18:  SUBSEQUENT EVENTS

In 2001, our Company concluded negotiations regarding the terms of a Control and
Profit and Loss (CPL)  agreement  with certain other share owners of CCEAG,  the
largest  bottler in Germany,  in which the Company has an approximate 41 percent
ownership interest.  Under the terms of the CPL agreement,  the Company obtained
management  control of CCEAG for a period of up to five years. In return for the
management  control of CCEAG, the Company  guaranteed annual payments in lieu of
dividends  by CCEAG to all other CCEAG  share  owners.  Additionally,  all other
CCEAG share owners entered into either a put or a put/call option agreement with
the Company,  exercisable  at the end of the term of the CPL agreement at agreed
prices.  In early 2002, the Company assumed control of CCEAG.  This  transaction
will be accounted for as a business combination.  The present value of the total
amount  likely  to be paid by our  Company  to all  other  CCEAG  share  owners,
including the put or put/call payments and the guaranteed annual payment in lieu
of dividends,  is  approximately  $600 million.  In 2001,  CCEAG's revenues were
approximately  $1.7  billion.  Additionally,  our  Company's  debt will increase
between  $700  million  and $800  million  once  this  business  combination  is
completed.

   In November  2001,  our Company and CCBPI  entered  into a sale and  purchase
agreement with RFM Corp. to acquire its 83.2 percent interest in Cosmos Bottling
Corporation (CBC), a publicly traded Philippine beverage company. As of the date
of the agreement,  the Company began  supplying  concentrate for this operation.
The transaction valued CBC at 14 billion Philippine pesos, or approximately $270
million.  The purchase of RFM's  interest was  finalized on January 3, 2002 with
our Company receiving direct and indirect ownership totaling  approximately 62.3
percent.  A subsequent  tender offer was made to the  remaining  minority  share
owners and is expected to close in March 2002.

NOTE 19:   OPERATING SEGMENTS

Our Company's  operating structure includes the following operating segments:
North America (including The Minute Maid Company);  Africa;  Europe, Eurasia and
Middle East; Latin America; Asia; and Corporate. North America also includes the
United States, Canada and Puerto Rico.

   Effective   January  1,  2001,   our   Company's   operating   segments  were
geographically  reconfigured and renamed. Puerto Rico was added to North America
from Latin  America.  The Middle East  Division was added to Europe and Eurasia,
which  changed its name to Europe,  Eurasia and Middle  East.  At the same time,
Africa and Middle East,  less the relocated  Middle East  Division,  changed its
name to Africa. During the first quarter of 2001, Asia Pacific was renamed Asia.
Prior period  amounts have been  reclassified  to conform to the current  period
presentation.

Segment Products and Services
The  business  of  our  Company  is  nonalcoholic  ready-to-drink  beverages,
principally  carbonated  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.  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.

                                    Page 81



                   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):



                                                                    Europe,
                                     North                        Eurasia &       Latin
                                   America         Africa       Middle East     America       Asia        Corporate    Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
2001
- ----
Net operating revenues             $ 7,526          $ 621           $ 4,492     $ 2,273    $ 5,000 (1)      $   180        $ 20,092
Operating income                     1,480            261             1,476       1,094      1,763             (722)          5,352
Interest income                                                                                                 325             325
Interest expense                                                                                                289             289
Equity income (loss)                     2              2               (63)        118         68               25             152
Identifiable operating assets        4,738            293             2,516       1,681      2,121            5,646 (2)      16,995
Investments (3)                        140             78             1,732       1,572      1,053              847           5,422
Capital expenditures                   339             11               105          37        107              170             769
Depreciation and amortization          249             27               134          90        144              159             803
Income before income taxes
 and cumulative effect of
 accounting change                   1,472            258             1,417       1,279      1,808             (564)(4)       5,670
====================================================================================================================================
2000
- ----
Net operating revenues             $ 7,372          $ 608           $ 4,493     $ 2,140    $ 5,127 (1)      $   149        $ 19,889
Operating income (5)                 1,409            174             1,300 (6)     908        956           (1,056)(7)       3,691
Interest income                                                                                                 345             345
Interest expense                                                                                                447             447
Equity income (loss) (8)                 3              1               (39)        (75)      (290)             111            (289)
Identifiable operating assets        4,271            333             1,697       1,545      1,953            5,270 (2)      15,069
Investments (3)                        141             85             2,010       1,767        993              769           5,765
Capital expenditures                   259              8               197          16        132              121             733
Depreciation and amortization          244             32                86          96        211              104             773
Income before income taxes           1,413            161             1,379 (9)     859        651           (1,064)          3,399
====================================================================================================================================
1999
- ----
Net operating revenues             $ 7,086          $ 662           $ 4,670     $ 1,932    $ 4,769 (1)      $   165        $ 19,284
Operating income (10)                1,447            212               912         829      1,194             (612)          3,982
Interest income                                                                                                 260             260
Interest expense                                                                                                337             337
Equity income (loss)                    (5)             1              (103)         (5)       (37)             (35)           (184)
Identifiable operating assets        3,591            361             1,935       1,653      2,439            4,852 (2)      14,831
Investments (3)                        139             75             2,128       1,833      1,837              780           6,792
Capital expenditures                   269             18               222          67        317              176           1,069
Depreciation and amortization          263             27               100          96        184              122             792
Income before income taxes           1,443            199               797         836      1,143             (599)          3,819
====================================================================================================================================

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  74 percent of total Asia operating
segment  revenues  related to 2001,  75  percent  related to 2000 and 79 percent
related to 1999.

(2)  Principally   marketable   securities,   finance  subsidiary   receivables,
trademarks and other intangible assets and fixed assets.

(3) Principally equity investments in bottling companies.

(4) Income before income taxes and  cumulative  effect of accounting  change was
increased  by $91  million  for  Corporate  due to a  non-cash  gain  which  was
recognized on the issuance of stock by Coca-Cola Enterprises,  one of our equity
investees.

(5) Operating  income was reduced by $3 million for North America,  $397 million
for Asia 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 $132 million for North America, $33 million for Africa, $205
million for Europe,  Eurasia & Middle East, $59 million for Latin America,  $127
million for Asia and $294 million for  Corporate as a result of other  operating
charges associated with the Realignment.

(6)  Operating  income was reduced by $30  million for Europe,  Eurasia & Middle
East due to incremental marketing expenses in Central Europe.

(7) 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.

(8) Equity income (loss) was reduced by $35 million for Europe, Eurasia & Middle
East,  $124 million for Latin  America and $306 million for Asia, as a result of
our Company's portion of nonrecurring charges recorded by equity investees.

(9) Income before income taxes was increased by $118 million for Europe, Eurasia
& Middle East as a result of a gain related to the merger of Coca-Cola Beverages
plc and Hellenic Bottling Company S.A.

(10) Operating  income was reduced by $34 million for North America,  $3 million
for Africa,  $506  million for Europe,  Eurasia & Middle  East,  $35 million for
Latin  America,  $176 million for Asia and $59 million for Corporate  related to
the other operating charges recorded in the fourth quarter of 1999.

</FN>





                                                                    Europe,
Compound Growth Rates                North                        Eurasia &       Latin
Ending 2001                        America         Africa       Middle East     America       Asia         Consolidated
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                

Net operating revenues
  5 years                              5.5%           4.2%            (5.7)%        2.4%       5.7%                 1.9%
 10 years                              6.1%          10.9%              1.9%        7.6%       9.5%                 6.0%
====================================================================================================================================
Operating income
  5 years                              9.4%          14.1%              1.0%        4.9%       6.6%                 6.5%
 10 years                              9.2%           8.2%              4.9%       10.4%       9.4%                 8.8%
====================================================================================================================================



                                    Page 82



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     The Coca-Cola Company and Subsidiaries




                                               [pie charts]

NET OPERATING REVENUES BY OPERATING SEGMENT (1)




                                              2001          2000        1999
- ------------------------------------------------------------------------------
                                                                 

North America                                   38%           37%         37%
Africa                                           3%            3%          4%
Europe, Eurasia and Middle East                 23%           23%         24%
Latin America                                   11%           11%         10%
Asia                                            25%           26%         25%



OPERATING INCOME BY OPERATING SEGMENT (1)



                                              2001          2000        1999
- ------------------------------------------------------------------------------
                                                                 

North America                                   24%           30%         31%
Africa                                           4%            4%          5%
Europe, Eurasia & Middle East                   25%           27%         20%
Latin America                                   18%           19%         18%
Asia                                            29%           20%         26%

(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,  2001 and 2000,  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,  2001.  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, 2001 and 2000,  and the  consolidated
results of their  operations and their cash flows for each of the three years in
the period ended  December 31, 2001, in conformity  with  accounting  principles
generally accepted in the United States.

   As discussed in Notes 1 and 9 to the Consolidated  Financial  Statements,  in
2001 the Company changed its method of accounting for derivative instruments and
hedging activities.



   /S/ ERNST & YOUNG LLP
   Atlanta, Georgia
   January 25, 2002


                                    Page 83





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

2001
- ----
Net operating revenues          $ 4,479     $ 5,293     $ 5,397     $ 4,923    $ 20,092
Gross profit                      3,134       3,714       3,705       3,495      14,048
Net income                          863       1,118       1,074         914       3,969
Basic net income per share          .35         .45         .43         .37        1.60
Diluted net income per share        .35         .45         .43         .37        1.60
========================================================================================
2000
- ----
Net operating revenues          $ 4,256     $ 5,487     $ 5,413     $ 4,733    $ 19,889
Gross profit                      2,858       3,810       3,677       3,340      13,685
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
========================================================================================



The third  quarter of 2001  includes a non-cash gain on the issuance of stock by
one of our equity investees, Coca-Cola Enterprises, of approximately $91 million
($.02 per share after income taxes, basic and diluted).

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
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).

Effective  January 1, 2001, our Company adopted the provisions of EITF Issue No.
00-14,  "Accounting  for Certain  Sales  Incentives,"  and EITF Issue No. 00-22,
"Accounting  for 'Points' and Certain  Other  Time-Based or  Volume-Based  Sales
Incentive  Offers,  and Offers for Free  Products or Services to be Delivered in
the Future." Both of these EITF Issues provide  additional  guidance relating to
the income statement classification of certain sales incentives. The adoption of
these EITF Issues resulted in the Company  reducing both net operating  revenues
and gross profit by $135 million,  $134  million,  $130 million and $170 million
for the first quarter, second quarter, third quarter and fourth quarter of 2000,
respectively.

STOCK PRICES

Below is a  summary  of the New York  Stock  Exchange  Composite  high,  low and
closing  prices of The  Coca-Cola  Company's  stock for each quarter of 2001 and
2000.



                           First        Second          Third           Fourth
                         Quarter       Quarter        Quarter          Quarter
- --------------------------------------------------------------------------------
                                                           
2001
- ----
High                     $ 62.19       $ 49.35        $ 50.70          $ 50.45
Low                        43.76         42.37          43.50            44.01
Close                      45.16         45.00          46.85            47.15
================================================================================
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
================================================================================



                                    Page 85



                             SELECTED FINANCIAL DATA

                     The Coca-Cola Company and Subsidiaries




                                     Compound
(In millions except per            Growth Rates                            Year Ended December 31,
share data, ratios and         -------------------   -------------------------------------------------------------------------------
growth rates)                  5 Years    10 Years   2001(2)(3)   2000(3)    1999(3)     1998(3)(4)     1997(3)(4)      1996(3)(4)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
SUMMARY OF OPERATIONS
- ---------------------
Net operating revenues         1.9 %     6.0 %    $   20,092    $  19,889   $  19,284     $  18,357       $  18,462       $  18,290
Cost of goods sold            (2.2)%     2.7 %         6,044        6,204       6,009         5,562           6,015           6,738
- ------------------------------------------------------------------------------------------------------------------------------------
Gross profit                   4.0 %     7.8 %        14,048       13,685      13,275        12,795          12,447          11,552
Selling, administrative and
 general expenses              3.7 %     7.3 %         8,696        8,551       8,480         7,755           7,386           7,252
Other operating charges                                    -        1,443         813            73              60             385
- ------------------------------------------------------------------------------------------------------------------------------------
Operating income               6.5 %     8.8 %         5,352        3,691       3,982         4,967           5,001           3,915
Interest income                                          325          345         260           219             211             238
Interest expense                                         289          447         337           277             258             286
Equity income (loss)                                     152         (289)       (184)           32             155             211
Other income (deductions)-net                             39           99          98           230             583              87
Gains on issuances of stock by
 equity investees                                         91            -           -            27             363             431
- ------------------------------------------------------------------------------------------------------------------------------------
Income from continuing
 operations before income
 taxes and changes in
 accounting principles         4.3 %     9.1 %         5,670        3,399       3,819         5,198           6,055           4,596
Income taxes                   8.9 %     8.3 %         1,691        1,222       1,388         1,665           1,926           1,104
- ------------------------------------------------------------------------------------------------------------------------------------
Income from continuing
 operations before changes
 in accounting principles      2.6 %     9.4 %     $   3,979    $   2,177   $   2,431     $   3,533       $   4,129       $   3,492
====================================================================================================================================
Net income                     2.6 %     9.4 %     $   3,969    $   2,177   $   2,431     $   3,533       $   4,129       $   3,492
Preferred stock dividends                                  -            -           -             -               -               -
- ------------------------------------------------------------------------------------------------------------------------------------
Net income available to
 common share owners           2.6 %     9.4 %     $   3,969    $   2,177   $   2,431     $   3,533       $   4,129       $   3,492
====================================================================================================================================
Average common shares
 outstanding                                           2,487        2,477       2,469         2,467           2,477           2,494
Average common shares
 outstanding assuming dilution                         2,487        2,487       2,487         2,496           2,515           2,523


PER COMMON SHARE DATA
- ---------------------
Income from continuing
 operations before changes
 in accounting principles
 -- basic                      2.7 %    10.1 %     $    1.60    $     .88   $     .98     $    1.43       $    1.67       $    1.40
Income from continuing
 operations before changes
 in accounting principles
 -- diluted                    3.0 %    10.3 %          1.60          .88         .98          1.42            1.64            1.38
Basic net income               2.7 %    10.1 %          1.60          .88         .98          1.43            1.67            1.40
Diluted net income             3.0 %    10.3 %          1.60          .88         .98          1.42            1.64            1.38
Cash dividends                 7.6 %    11.6 %           .72          .68         .64           .60             .56             .50
Market price on December 31,  (2.2)%     8.9 %         47.15        60.94       58.25         67.00           66.69           52.63


TOTAL MARKET VALUE OF
 COMMON STOCK (1)             (2.1)%     8.2 %     $ 117,226    $ 151,421   $ 143,969     $ 165,190       $ 164,766       $ 130,575
- ---------------------


BALANCE SHEET AND OTHER DATA
- ----------------------------
Cash, cash equivalents and
 current marketable securities                     $   1,934    $   1,892   $   1,812     $   1,807       $   1,843       $   1,658
Property, plant and equipment-net                      4,453        4,168       4,267         3,669           3,743           3,550
Depreciation                                             502          465         438           381             384             442
Capital expenditures                                     769          733       1,069           863           1,093             990
Total assets                                          22,417       20,834      21,623        19,145          16,881          16,112
Long-term debt                                         1,219          835         854           687             801           1,116
Total debt                                             5,118        5,651       6,227         5,149           3,875           4,513
Share-owners' equity                                  11,366        9,316       9,513         8,403           7,274           6,125
Total capital (1)                                     16,484       14,967      15,740        13,552          11,149          10,638


OTHER KEY FINANCIAL MEASURES (1)
- ----------------------------
Total debt-to-total capital                             31.0%        37.8%      39.6%          38.0%           34.8%           42.4%
Net debt-to-net capital                                 22.6%        29.4%      32.2%          28.1%           22.0%           31.6%
Return on common equity                                 38.5%        23.1%      27.1%          45.1%           61.6%           60.8%
Return on capital                                       26.6%        16.2%      18.2%          30.2%           39.5%           36.8%
Dividend payout ratio                                   45.1%        77.4%      65.0%          41.9%           33.6%           35.7%
Free cash flow (9)                                  $  3,147     $  2,806   $  2,332      $   1,876       $   2,951       $   2,215
Economic profit                                     $  2,466     $    861   $  1,128      $   2,480       $   3,325       $   2,718
====================================================================================================================================


<FN>
(1) See Glossary on inside back cover.

(2) In 2001, we adopted SFAS No. 133 "Accounting for Derivative Instruments and
Hedging Activities."

(3) In 2001,  we adopted  EITF Issue No.  00-14  "Accounting  for Certain  Sales
Incentives" and EITF Issue No. 00-22  "Accounting for 'Points' and Certain Other
Time-Based or Volume-Based  Sales Incentive Offers, and Offers for Free Products
or Services to be Delivered in the Future." All prior years were reclassified to
conform to the current year presentation.

(4) In 1998, we adopted SFAS No. 132 "Employers'  Disclosures about Pensions and
Other Postretirement Benefits."
</FN>


                                   Page 86


                             SELECTED FINANCIAL DATA

                     The Coca-Cola Company and Subsidiaries





(In millions except per                                           Year Ended December 31,
share data, ratios and            ---------------------------------------------------------------------------------------------
growth rates)                       1995(3)(4)     1994(3)(4)(5)      1993(3)(4)(6)      1992(3)(4)(7)(8)      1991(3)(4)(8)
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                
SUMMARY OF OPERATIONS
- ---------------------
Net operating revenues              $ 17,753        $ 15,845           $ 13,637           $ 12,769              $ 11,272
Cost of goods sold                     6,940           6,168              5,160              5,055                 4,649
- -------------------------------------------------------------------------------------------------------------------------------
Gross profit                          10,813           9,677              8,477              7,714                 6,623
Selling, administrative and
 general expenses                      6,701           6,040              5,328              4,967                 4,301
Other operating charges                   86               -                 50                  -                    13
- -------------------------------------------------------------------------------------------------------------------------------
Operating income                       4,026           3,637              3,099              2,747                 2,309
Interest income                          245             181                144                164                   175
Interest expense                         272             199                168                171                   192
Equity income (loss)                     169             134                 91                 65                    40
Other income (deductions)-net             86             (25)                 7                (59)                   51
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
Income taxes                           1,342           1,174                997                863                   765
- -------------------------------------------------------------------------------------------------------------------------------
Income from continuing
 operations before changes
 in accounting principles           $  2,986        $  2,554           $  2,188           $  1,883              $  1,618
===============================================================================================================================
Net income                          $  2,986        $  2,554           $  2,176           $  1,664              $  1,618
Preferred stock dividends                  -               -                  -                  -                     1
- -------------------------------------------------------------------------------------------------------------------------------
Net income available to
 common share owners                $  2,986        $  2,554           $  2,176           $  1,664              $  1,617
===============================================================================================================================
Average common shares
 outstanding                           2,525           2,580              2,603              2,634                 2,666
Average common shares
 outstanding assuming dilution         2,549           2,599              2,626              2,668                 2,695


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


TOTAL MARKET VALUE OF
 COMMON STOCK (1)                   $ 92,983        $ 65,711           $ 57,905           $ 54,728              $ 53,325
- ---------------------


BALANCE SHEET AND OTHER DATA
- ----------------------------
Cash, cash equivalents and
 current marketable securities      $  1,315        $  1,531           $  1,078           $  1,063              $  1,117
Property, plant and equipment-net      4,336           4,080              3,729              3,526                 2,890
Depreciation                             421             382                333                310                   254
Capital expenditures                     937             878                800              1,083                   792
Total assets                          15,004          13,863             11,998             11,040                10,185
Long-term debt                         1,141           1,426              1,428              1,120                   985
Total debt                             4,064           3,509              3,100              3,207                 2,288
Share-owners' equity                   5,369           5,228              4,570              3,881                 4,236
Total capital (1)                      9,433           8,737              7,670              7,088                 6,524

OTHER KEY FINANCIAL MEASURES (1)
- ----------------------------
Total debt-to-total capital             43.1%           40.2%              40.4%              45.2%                 35.1%
Net debt-to-net capital                 32.3%           25.5%              29.0%              33.1%                 24.2%
Return on common equity                 56.4%           52.1%              51.8%              46.4%                 41.3%
Return on capital                       34.9%           32.8%              31.2%              29.4%                 27.5%
Dividend payout ratio                   37.2%           39.4%              40.6%              44.3%                 39.5%
Free cash flow (9)                  $  2,460        $  2,356           $  1,857           $    875              $    881
Economic profit                     $  2,291        $  1,896           $  1,549           $  1,300              $  1,073
================================================================================================================================

<FN>

(5) In 1994, we adopted SFAS No. 115 "Accounting for Certain Investments in Debt
and Equity Securities."

(6) In 1993, we adopted SFAS No. 112 "Employers'  Accounting for  Postemployment
Benefits."

(7) In 1992, we adopted SFAS No. 106 "Employers'  Accounting for  Postretirement
Benefits Other Than Pensions."

(8) In 1992, we adopted SFAS No. 109 "Accounting for Income Taxes," by restating
financial statements beginning in 1989.

(9) All years  presented have been restated to exclude net cash flows related to
acquisitions.

</FN>


                                    Page 87




                            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: 371,794
Shares outstanding at year end: 2.49 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 2002 meeting,  our Board increased our quarterly  dividend to 20
cents per share,  equivalent  to an annual  dividend of 80 cents per share.  The
Company has increased dividends each of the last 40 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 323 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
EquiServe Trust Company, N.A.
P.O. Box 2500
Jersey City, NJ 07303-2500
Toll-free: (888) COKESHR (265-3747)
For hearing impaired: (201) 222-4955
E-mail: 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,  76  percent  of the  Company's  share  owners  of  record  were
participants  in the  Plan.  In 2001,  share  owners  invested  $36  million  in
dividends and $31 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 EquiServe  Trust  Company,  N.A.,  electronically
through the Direct Registration System.

   For more details on the Dividend and Cash Investment Plan, please contact the
Plan  Administrator,  EquiServe,  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 17, 2002, 9:30 a.m., local time
The Theater at Madison Square Garden
Seventh Avenue between W. 31st and W. 33rd Streets
New York, New York

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

INSTITUTIONAL INVESTOR INQUIRIES
(404) 676-5766

INFORMATION RESOURCES

Internet
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 and 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 EquiServe at (888) COKESHR (265-3747).


                                    Page 90






                                    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.

CARBONATED SOFT DRINK:  nonalcoholic  carbonated beverage containing  flavorings
and sweeteners. Excludes waters and flavored waters, juices and juice-based
beverages, sports drinks, and teas and coffees.

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

COMPANY:  The Coca-Cola Company together with its subsidiaries.

CONCENTRATE  OR  BEVERAGE  BASE:  material   manufactured  from  Company-defined
ingredients and sold to bottlers to prepare  finished  beverages  marketed under
trademarks of the Company through the addition of sweeteners 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 drinks 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.

GALLONS:  unit of  measurement  for  concentrates,  syrups  and  other  beverage
products  (expressed in equivalent  gallons of syrup) included by the Company in
unit-case volume.

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.

NONCARBONATED BEVERAGES: nonalcoholic noncarbonated beverages including, without
limitation, waters and flavored waters, juices and juice-based beverages, sports
drinks, and teas and coffees.

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

PER  CAPITA  CONSUMPTION:  average  number  of  eight-U.S.-fluid-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.

SYRUP:  concentrate  mixed  with  sweetener  and  water,  sold to  bottlers  and
customers who add carbonated water to produce finished carbonated 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 eight-U.S.-fluid-ounce servings.

UNIT CASE VOLUME, OR VOLUME: the number of unit cases (or unit case equivalents)
of Company  trademark or licensed  beverage products directly or indirectly sold
by the Coca-Cola  bottling  system or by the Company to customers.  Includes (i)
beverage  products bearing  trademarks  licensed to the Company and (ii) certain
key products owned by Coca-Cola system 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   38,000  employees  as  of  December  31,  2001.  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, status as a special disabled veteran, a veteran
of the Vietnam era, or other covered veteran.  The Company also makes 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.