10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

x    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2000

¨    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 01-09300

(Exact name of registrant as specified in its Charter)

Delaware	58-0503352
(State of Incorporation)	(IRS Employer Identification Number)

2500 Windy Ridge Parkway, Atlanta, Georgia 30339

(Address of Principal Executive Offices, including Zip Code)

(770) 989-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Name of each exchange on which registered
Common Stock, par value $1.00 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

        Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No ¨

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ¨

        The aggregate market value of Common Stock held by nonaffiliates of the registrant as of February 21, 2001 was $4,533,031,053.

        There were 418,172,274 shares of Common Stock outstanding as of February 21, 2001.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the registrant’s Annual Report to Shareowners for the year ended December 31, 2000, are incorporated by reference in Parts II and IV.

        Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareowners to be held on April 20, 2001 are incorporated by reference in Part III.

TABLE OF CONTENTS

			Page
PART I
	ITEM 1.	BUSINESS	1
		Introduction	1
		Relationship with The Coca-Cola Company	1
		Bottler and Territory Acquisitions by the Company in 2000	2
		Territories	2
		Products	3
		Marketing	4
		Raw Materials	4
		North American Beverage Agreements	5
		European Beverage Agreements	10
		Competition	12
		Employees	12
		Governmental Regulation	13
		Financial Information on Industry Segments and Geographic     Areas	16
	ITEM 2.	PROPERTIES	16
	ITEM 3.	LEGAL PROCEEDINGS	16
	ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY     HOLDERS	18
PART II
	ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED     STOCKHOLDER MATTERS	18
	ITEM 6.	SELECTED FINANCIAL DATA	19
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL     CONDITION AND RESULTS OF OPERATIONS	19
	ITEM 7(A).	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT     MARKET RISKS	19
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	19
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON     ACCOUNTING AND FINANCIAL DISCLOSURE	19
PART III
	ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	20
	ITEM 11.	EXECUTIVE COMPENSATION	22
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND     MANAGEMENT	22
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	23
PART IV
	ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS     ON FORM 8-K	23

PART I

ITEM 1.    BUSINESS

Introduction

        The Company is the world’s largest Coca-Cola bottler.

        The Company was incorporated in 1944 under the laws of Delaware as a wholly owned subsidiary of The Coca-Cola Company and became a public company in 1986. At February 21, 2001, The Coca-Cola Company owned approximately 40% of the Company’s common stock.

        The Company’s bottling territories in North America and in Europe contain approximately 362 million people. The Company estimates that it sold approximately 3.8 billion equivalent cases (192 ounces of finished beverage product) within its territories during 2000. About 92% of this volume consisted of beverages produced and sold under licenses from The Coca-Cola Company.

        The Company’s bottling rights within the United States for beverages carrying the “Coca-Cola” name are perpetual; elsewhere, and for other products, the bottling rights have stated expiration dates. (See “North American Beverage Agreements” and “European Beverage Agreements.”)

        References in this report to the “Company” include Coca-Cola Enterprises Inc. and its subsidiaries and divisions, unless the context requires otherwise.

Relationship with The Coca-Cola Company

        The Coca-Cola Company is the Company’s largest shareowner. Two directors of the Company are executive officers of The Coca-Cola Company, and one is a former executive officer.

        The Company and The Coca-Cola Company are parties to a number of significant transactions and agreements incident to their respective businesses and may enter into additional material transactions and agreements in the future.

        The Company conducts its business primarily under agreements with The Coca-Cola Company. These agreements give the Company the exclusive right to market, distribute and produce beverage products of The Coca-Cola Company in authorized containers in specified territories. These agreements provide The Coca-Cola Company with the ability, in its sole discretion, to establish prices, terms of payment, and other terms and conditions for the purchase of concentrates and syrups from The Coca-Cola Company. See “North American Beverage Agreements” and “European Beverage Agreements” below. Other significant transactions and agreements with The Coca-Cola Company include acquisitions of bottling territories, arrangements for cooperative marketing, advertising expenditures, purchases of sweeteners and strategic marketing initiatives.

        Since 1979, The Coca-Cola Company has assisted in the transfer of ownership or financial restructuring of a majority of United States Coca-Cola bottler operations and has assisted in similar transfers of bottlers operating outside the United States. The Coca-Cola Company has sometimes acquired bottlers and then sold them to other bottlers, including the Company, which are believed by management of The Coca-Cola Company to be the best suited to manage and develop these acquired operations. The Coca-Cola Company has advised the Company that it may continue this reorganization of its bottler system. See “Bottler and Territory Acquisitions by the Company in 2000” below and “Certain Relationships and Related Transactions — Agreements and Transactions with The Coca-Cola Company” in the Company’s Proxy Statement for the Annual Meeting of Shareowners to be held April 20, 2001 (the “Company’s 2001 Proxy Statement”) incorporated by reference into Item 13 of this report.

Bottler and Territory Acquisitions by the Company in 2000

Longview Coca-Cola Bottling Company, Inc. — May 19, 2000

        Operating in East Texas

Columbia Beverages, Ltd. — June 23, 2000

        Operating in the Province of British Columbia, Canada

Vermilion Beverages Limited — September 1, 2000

        Operating in the Province of Alberta, Canada

Certain franchise rights of Coca-Cola Bottling Co. Consolidated — September 29, 2000

        Territories located in Ohio and Kentucky

        The total cost of all of the Company’s acquisitions since reorganization in 1986 is approximately $13.2 billion, including assumed and issued debt where applicable. The Company intends to acquire only bottling businesses offering the Company the ability to produce long-term shareowner value.

Territories

        The Company’s bottling territories in North America are located in 46 states of the United States, the District of Columbia, and all ten provinces of Canada. At December 31, 2000, these territories contained approximately 219 million people, representing approximately 69% of the population of the United States and 97% of the population of Canada.

        The Company’s bottling territories in Europe consist of Great Britain, Belgium, Luxembourg, Monaco, the Netherlands, and continental France. The aggregate population of these territories was approximately 142 million at December 31, 2000.

EUROPEAN TERRITORY MAP

Products

        Within its North American territories the Company markets, distributes and produces beverage products of The Coca-Cola Company or its subsidiaries. In North America, the top five brands in 2000 were: Coca-Cola classic, diet Coke, Sprite, caffeine free diet Coke, and Minute Maid and diet Minute Maid soft drinks. Other brands from The Coca-Cola Company and its subsidiaries include Barq’s root beer and other flavors, caffeine free Coca-Cola classic, Cherry Coke, Citra, Dasani, diet Cherry Coke, diet Sprite, Fanta, Fresca, Fruitopia, Hi-C fruit drinks, KMX, Mello Yello, Minute Maid juices and juice drinks, Minute Maid Lemonade, Mr. Pibb, Planet Java, POWERaDE, Red Flash, SURGE and TAB. Substantially all of the beverages bearing the trademark “Coca-Cola” or “Coke” (the “Coca-Cola Trademark Beverages”) are available throughout the Company’s North American territories.

        Additionally, the Company markets, distributes, and produces in North America (or obtains from authorized producers) Nestea products, under license from Beverage Partners Worldwide, a joint venture between The Coca-Cola Company and Nestlé SA, and various other beverage products under the trademarks of companies other than The Coca-Cola Company. The other products marketed and distributed by the Company in select North American territories include: A&W, Canada Dry, Dr Pepper, diet Dr Pepper, Evian, Mendota, Nestea, Cool From Nestea, diet Nestea, Schweppes, Seagrams and Squirt.

        In its European territories, the Company markets and distributes the major products of The Coca-Cola Company and its subsidiaries. In Europe, the top five brands in 2000 were: Coca-Cola, diet Coke, Fanta, Coca-Cola light, and Schweppes. Other brands from The Coca-Cola Company and its subsidiaries include Aquarius, Bonaqua, Burn, caffeine free Coca-Cola, caffeine free Coca-Cola light, caffeine free diet Coke, Canada Dry, Cherry Coke, Cresta, diet Dr Pepper, diet Fanta, diet Lilt, Dr Pepper, Five Alive, Kia-Ora, Lilt, Malvern, Minute Maid juices and juice drinks, Oasis, Sprite and Sprite light.

        In Europe, just as in North America, the Company markets and distributes products of other franchise companies. These include Appletise, Buxton, Capri-Sun, Fernandes, Nestea, Nestea Splash, Perrier, Rosport and Vittel.

        The Coca-Cola Company and other companies manufacture syrups and concentrates, and in some cases the finished product, for sale to bottlers and (in some territories) to fountain wholesalers. The Company’s bottling and canning operations use the syrup or concentrate to produce and then package the finished product in authorized containers for sale and direct store delivery to wholesalers and/or retailers, depending on the territory. See “Business — Marketing” and “Raw Materials” below.

        Approximately 73% of the Company’s North American equivalent case sales in 2000 (excluding post-mix) represented caloric products and the balance represented low-calorie products. “Post-mix” (sometimes called fountain syrup) is syrup that is mixed with water and carbon dioxide at the time it is being dispensed into open containers, such as cups, for immediate consumption. The Company also sells a very small amount of product in pre-mix form, which is concentrate already combined with water and carbon dioxide to make the finished product, dispensed for immediate consumption.

Marketing

        The Company sells its products in a variety of packages authorized by The Coca-Cola Company and other companies. In 2000, domestic and international equivalent case sales of the Company, excluding post-mix syrup sales, were packaged approximately 45% in cans, 51% in other nonrefillable packaging, and 4% in refillable and pre-mix containers. Post-mix syrup accounted for approximately 13% of the Company’s equivalent case sales in 2000.

        The Company relies extensively on advertising and sales promotions in the marketing of its products. The Coca-Cola Company and the other beverage companies that supply concentrates, syrups and finished products to the Company make substantial advertising expenditures in all major media to promote sales in the local areas served by the Company. The Company also benefits from national advertising programs conducted by The Coca-Cola Company and other beverage companies. Certain of the marketing expenditures by The Coca-Cola Company and other beverage companies are made pursuant to annual arrangements. Although The Coca-Cola Company has advised the Company that it intends to continue to provide marketing support in 2001, it is not obligated to do so under either the domestic or international beverage agreements, except as otherwise specifically committed. See “North American Beverage Agreements” and “European Beverage Agreements” below.

        Sales of the Company’s products are seasonal, with the second and third calendar quarters accounting for higher sales volumes than the first and fourth quarters. Sales in the European bottling territories are more volatile because of the higher sensitivity of European consumption to weather conditions.

Raw Materials

        In addition to concentrates, sweeteners and finished product, the Company purchases carbon dioxide, glass and plastic bottles, cans, closures, post-mix packaging (such as plastic bags in cardboard boxes) and other packaging materials. The Company generally purchases its raw materials, other than concentrates, syrups and sweeteners, from multiple suppliers. The beverage agreements with The Coca-Cola Company provide that all authorized containers, closures, cases, cartons and other packages and labels for the products of The Coca-Cola Company must be purchased from manufacturers approved by The Coca-Cola Company.

        High fructose corn syrup is the principal sweetener used by the Company in the United States and Canada for beverage products, other than low-calorie products, of The Coca-Cola Company and other cross-franchise brands, although sugar (sucrose) was also used as a sweetener in Canada during 2000. The Company and The Coca-Cola Company have entered into arrangements for the purchase by the Company from The Coca-Cola Company of substantially all of the Company’s 2000-2002 requirements for sweeteners in the United States. See “Certain Relationships and Related Transactions — Agreements and Transactions with The Coca-Cola Company — Sweetener Requirements Agreement” in the Company’s 2001 Proxy Statement, which information is incorporated by reference into Item 13 of this report. In Europe, the principal sweetener is sugar from sugar beets, purchased from multiple suppliers. The Company does not separately purchase low-calorie sweeteners, because sweeteners for low-calorie beverage products of The Coca-Cola Company are contained in the syrup or concentrate purchased by the Company from The Coca-Cola Company.

        The Company currently purchases its requirements for plastic bottles in the United States from manufacturers jointly owned by it and other bottlers of Coca-Cola. The Company is the majority shareowner of Western Container Corporation, a major producer of plastic bottles. In Canada, a merchant supplier is used. In Europe, the Company produces most of its plastic bottle requirements using preforms purchased from various merchant suppliers. Management of the Company believes that ownership interests in certain suppliers and the self-manufacture of certain packages can serve to reduce or manage costs.

        There are no materials or supplies used by the Company that are currently in short supply, although the supply of specific materials could be adversely affected by strikes, weather conditions, governmental controls or national emergencies.

North American Beverage Agreements

Domestic Cola and Allied Beverage Agreements in the United States with The Coca-Cola Company

        The Company purchases concentrate and syrup from The Coca-Cola Company and produces, markets and distributes its principal liquid nonalcoholic refreshment products within the United States under two basic forms of beverage agreements with The Coca-Cola Company: beverage agreements that cover the Coca-Cola Trademark Beverages (the “Cola Beverage Agreements”) and beverage agreements that cover other carbonated and some noncarbonated beverages of The Coca-Cola Company (the “Allied Beverages” and “Allied Beverage Agreements”) (referred to collectively in this report as the “Domestic Cola and Allied Beverage Agreements”). See “Introduction” and “Products” above. The Company and each of its bottling company subsidiaries are parties to one or more separate Cola Beverage Agreements and to various Allied Beverage Agreements. In this section, unless the context indicates otherwise, a reference to the Company refers to the legal entity in the United States that is a party to the beverage agreements with The Coca-Cola Company.

        Pricing.    Pursuant to the Domestic Cola and Allied Beverage Agreements, The Coca-Cola Company establishes the prices charged to the Company for concentrates and syrups for Coca-Cola Trademark Beverages and Allied Beverages. The Coca-Cola Company has no rights under the Domestic Cola and Allied Beverage Agreements to establish the resale prices at which the Company sells its products.

Cola Beverage Agreements in the United States with The Coca-Cola Company

        Exclusivity.    The Cola Beverage Agreements provide that the Company will purchase its entire requirements of concentrates and syrups for Coca-Cola Trademark Beverages from The Coca-Cola Company at prices, terms of payment and other terms and conditions of supply, as determined from time to time by The Coca-Cola Company in its sole discretion. The Company may not produce, distribute or handle cola products other than those of The Coca-Cola Company. The Company has the exclusive right to distribute Coca-Cola Trademark Beverages for sale in authorized containers within its territories. The Coca-Cola Company may determine, in its sole discretion, what types of containers are authorized for use with products of The Coca-Cola Company.

        Transshipping.    The Company may not sell Coca-Cola Trademark Beverages outside its territories.

        Company Obligations.    The Company is obligated to maintain such plant and equipment, staff and distribution and vending facilities as are capable of manufacturing, packaging and distributing Coca-Cola Trademark Beverages in accordance with the Cola Beverage Agreements and in sufficient quantities to satisfy fully the demand for these beverages in its territories; to undertake adequate quality control measures prescribed by The Coca-Cola Company; to develop and to stimulate the demand for Coca-Cola Trademark Beverages in those territories; to use all approved means and spend such funds on advertising and other forms of marketing as may be reasonably required to satisfy that objective; and to maintain such sound financial capacity as may be reasonably necessary to assure performance by the Company of its obligations to The Coca-Cola Company. The Company is required to meet annually with The Coca-Cola Company to present its marketing, management and advertising plans for the Coca-Cola Trademark Beverages for the upcoming year, including financial plans showing that the Company has the consolidated financial capacity to perform its duties and obligations to The Coca-Cola Company. The Coca-Cola Company may not unreasonably withhold approval of such plans. If the Company carries out its plans in all material respects, it will be deemed to have satisfied its obligations to develop, stimulate and satisfy fully the demand for the Coca-Cola Trademark Beverages and to maintain the requisite financial capacity. Failure to carry out such plans in all material respects would constitute an event of default that, if not cured or waived by The Coca-Cola Company within 120 days of written notice of the failure, would give The Coca-Cola Company the right to terminate the Cola Beverage Agreements. If the Company at any time fails to carry out a plan in all material respects in any geographic segment of its territory, and if such failure is not cured within six months after written notice of the failure, The Coca-Cola Company may reduce the territory covered by that Cola Beverage Agreement by eliminating the portion of the territory in which such failure has occurred.

        Acquisition of Other Bottlers.    If the Company acquires control, directly or indirectly, of any bottler of Coca-Cola Trademark Beverages in the United States, or any party controlling a bottler of Coca-Cola Trademark Beverages in the United States, the Company must cause the acquired bottler to amend its agreement for the Coca-Cola Trademark Beverages to conform to the terms of the Cola Beverage Agreements.

        Term and Termination.    The Cola Beverage Agreements are perpetual, but they are subject to termination by The Coca-Cola Company upon the occurrence of an event of default by the Company. Events of default with respect to each Cola Beverage Agreement include: (i) production or sale of any cola product not authorized by The Coca-Cola Company; (ii) insolvency, bankruptcy, dissolution, receivership, or the like; (iii) any disposition by the Company of any voting securities of any bottling company without the consent of The Coca-Cola Company; and (iv) any material breach of any obligation of the Company under that Cola Beverage Agreement that remains uncured for 120 days after written notice by The Coca-Cola Company. If any Cola Beverage Agreement is terminated because of an event of default, The Coca-Cola Company has the right to terminate all other Cola Beverage Agreements held by the Company.

        In addition, each Cola Beverage Agreement held by the Company provides that The Coca-Cola Company has the right to terminate that Cola Beverage Agreement if a person or affiliated group (with specified exceptions) acquires or obtains any contract, option, conversion privilege or other right to acquire, directly or indirectly, beneficial ownership of more than 10% of any class or series of voting securities of the Company. However, The Coca-Cola Company has agreed with the Company that this provision will not apply with respect to the ownership of any class or series of voting securities of the Company, although it would apply to the voting securities of each bottling company subsidiary.

        The provisions of the Cola Beverage Agreements that make it an event of default to dispose of any Cola Beverage Agreement or voting securities of any bottling company subsidiary without the consent of The Coca-Cola Company and that prohibit the assignment or transfer of the Cola Beverage Agreements are designed to preclude any person not acceptable to The Coca-Cola Company from obtaining an assignment of a Cola Beverage Agreement or from acquiring any voting securities of the Company’s bottling subsidiaries. These provisions prevent the Company from selling or transferring any of its interest in any bottling operations without the consent of The Coca-Cola Company. These provisions may also make it impossible for the Company to benefit from certain transactions, such as mergers or acquisitions, involving any of the bottling operations of bottlers of Coca-Cola that might be beneficial to the Company and its shareowners but which are not acceptable to The Coca-Cola Company.

Allied Beverage Agreements in the United States with The Coca-Cola Company

        The Allied Beverages are beverages of The Coca-Cola Company, its subsidiaries, and joint ventures that are either carbonated beverages, but not Coca-Cola Trademark Beverages, or are certain noncarbonated beverages, such as Hi-C fruit drinks, self-manufactured Fruitopia, and Cool From Nestea. The Allied Beverage Agreements contain provisions that are similar to those of the Cola Beverage Agreements with respect to pricing, transshipping, authorized containers, planning, quality control, transfer restrictions and related matters but have certain significant differences from the Cola Beverage Agreements.

        Exclusivity.    Under the Allied Beverage Agreements, the Company has exclusive rights to distribute the Allied Beverages in authorized containers in specified territories. Like the Cola Beverage Agreements, the Company has advertising, marketing and promotional obligations, but without restriction for some brands as to the marketing of products with similar flavors as long as there is no manufacturing or handling of other products that would imitate, infringe upon or cause confusion with, the products of The Coca-Cola Company. The Coca-Cola Company has the right to discontinue any or all Allied Beverages, and the Company has a right, but not an obligation, under each of the Allied Beverage Agreements (except under the Allied Beverage Agreements for Hi-C fruit drinks and carbonated Minute Maid beverages) to elect to market any new beverage introduced by The Coca-Cola Company under the trademarks covered by the respective Allied Beverage Agreements.

        Term and Termination.    Each Allied Beverage Agreement has a term of ten or fifteen years and is renewable by the Company for an additional ten or fifteen years at the end of each term. The initial term for many of the Company’s Allied Beverage Agreements expired in 1996 and substantially all were renewed. The Company intends to renew substantially all the Allied Beverage Agreements as they expire. The Allied Beverage Agreements are subject to termination in the event of default by the Company. The Coca-Cola Company may terminate an Allied Beverage Agreement in the event of: (i) insolvency, bankruptcy, dissolution, receivership, or the like; (ii) termination of the Cola Beverage Agreement of the Company by either party for any reason; or (iii) any material breach of any obligation of the Company under the Allied Beverage Agreement that remains uncured after required prior written notice by The Coca-Cola Company.

Noncarbonated Beverage Agreements in the United States with The Coca-Cola Company

        The Company purchases and distributes certain noncarbonated beverages such as isotonics, teas, and juice drinks in finished form from The Coca-Cola Company, or its designees or joint ventures, and manufactures and distributes Dasani water, pursuant to the terms of marketing and distribution agreements (the “Noncarbonated Beverage Agreements”). The Noncarbonated Beverage Agreements contain provisions that are similar to the Domestic Cola and Allied Beverage Agreements with respect to authorized containers, planning, quality control, transfer restrictions and related matters but have certain significant differences therefrom.

        Exclusivity.    Unlike the Domestic Cola and Allied Beverage Agreements, which grant the Company exclusivity in the distribution of the covered beverages in the territory, the Noncarbonated Beverage Agreements grant exclusivity but permit The Coca-Cola Company to test market the noncarbonated beverage products in the territory, subject to the Company’s right of first refusal to do so, and to sell the noncarbonated beverages to commissaries for delivery to retail outlets in the territory where noncarbonated beverages are consumed on-premise, such as restaurants. The Coca-Cola Company must pay the Company certain fees for lost volume, delivery and taxes in the event of such commissary sales. Also, under the Noncarbonated Beverage Agreements, the Company may not sell other beverages in the same product category.

        Pricing.    The Coca-Cola Company, in its sole discretion, establishes the pricing the Company must pay for the noncarbonated beverages or, in the case of Dasani, the concentrate, but has agreed, under certain circumstances for some products, to give the Company the benefit of more favorable pricing if such pricing is offered to other bottlers of Coca-Cola products. The Coca-Cola Company has no rights under the Noncarbonated Beverage Agreements to establish the resale prices at which the Company sells it products.

        Term.    Each of the Noncarbonated Beverage Agreements has a term of ten or fifteen years and is renewable by the Company for an additional ten years at the end of each term. The initial term for most of the Noncarbonated Beverage Agreements for POWERaDE will expire in 2004, for Nestea and Minute Maid juices and juice drinks in 2007, and for Dasani in 2015.

Marketing and Other Support in the United States from The Coca-Cola Company

        The Coca-Cola Company has no obligation under the Domestic Cola and Allied Beverage Agreements and Noncarbonated Beverage Agreements to participate with the Company in expenditures for advertising, marketing and other support, but it may, in its discretion, contribute to such expenditures and undertake independent advertising and marketing activities, as well as cooperative advertising and sales promotion programs, that would require the cooperation and support of the Company. The Coca-Cola Company provided support in 2000 but is under no obligation to continue past levels of funding.

Post-Mix Sales and Marketing Agreements in the United States with The Coca-Cola Company

        The Company has a distributorship appointment ending on December 31, 2002 to sell and deliver the post-mix products of The Coca-Cola Company. The appointment is terminable by either party without cause upon ten days’ written notice. In 2000, the Company sold and/or delivered such post-mix products in all of its major territories in the United States. Under the terms of the appointment, the Company is authorized to distribute such syrups to retailers for dispensing to consumers within the United States. Unlike the Domestic Cola and Allied Beverage Agreements, there is no exclusive territory, and the Company faces competition not only from sellers of other post-mix syrups but also from other sellers of post-mix syrups of The Coca-Cola Company (including The Coca-Cola Company). Depending on the territory, the Company is involved in the sale, distribution and marketing of post-mix syrups in differing degrees. In some territories, the Company sells syrup on its own behalf, but the primary responsibility for marketing lies with The Coca-Cola Company. In other territories, the Company is responsible for marketing post-mix syrup to certain segments of the business. See “Certain Relationships and Related Transactions — Agreements and Transactions with The Coca-Cola Company — Sales of Syrups, Bottle and Can Products, and Agency Billing and Delivery Arrangements” in the Company’s 2001 Proxy Statement; this information is incorporated by reference into Item 13 of this report.

Beverage Agreements in the United States with Other Licensors

        The beverage agreements in the United States between the Company and other licensors of beverage products and syrups contain restrictions generally similar in effect to those in the Domestic Cola and Allied Beverage Agreements as to use of trademarks and trade names, approved bottles, cans and labels, sale of imitations and causes for termination. Those agreements generally give those licensors the unilateral right to change the prices for their products and syrups at any time in their sole discretion. Some of these beverage agreements have limited terms of appointment and, in most instances, prohibit the Company from dealing in products with similar flavors in certain territories. The agreements with subsidiaries of Cadbury Schweppes plc, which represented in 2000 approximately 9% of the beverages sold by the Company in the United States and the Caribbean, provide that the parties will give each other at least one year’s notice prior to terminating the agreement for any brand, and pay certain fees in some circumstances. Also, the Company has agreed that it would not cease distributing Dr Pepper brand products prior to December 31, 2005 or Canada Dry, Schweppes or Squirt brand products prior to December 31, 2004. The termination provisions for Dr Pepper renew for five-year periods; those for the other Cadbury brands renew for three-year periods.

Canadian Beverage Agreements with The Coca-Cola Company

        Coca-Cola Bottling Company, the Company’s bottler in Canada, sells, distributes and produces Coca-Cola Trademark Beverages, Allied Beverages and noncarbonated beverages of The Coca-Cola Company and Coca-Cola Ltd., an affiliate of The Coca-Cola Company (“Coca-Cola Beverage Products”) in its territories pursuant to license agreements and arrangements with Coca-Cola Ltd., and in certain cases, with The Coca-Cola Company (“Canadian Beverage Agreements”). The Canadian Beverage Agreements are similar to the Domestic Cola and Allied Beverage Agreements with respect to authorized containers, planning, quality control, transshipping, transfer restrictions, termination and related matters but have certain significant differences therefrom.

        Exclusivity.    The Canadian Beverage Agreement for Coca-Cola Trademark Beverages gives Coca-Cola Bottling Company the exclusive right to distribute Coca-Cola Trademark Beverages in its territories in bottles authorized by Coca-Cola Ltd. Coca-Cola Bottling Company also is authorized on a nonexclusive basis to sell, distribute and produce canned, pre-mix and post-mix Coca-Cola Trademark Beverages in such territories. At present, there are no other authorized producers or distributors of canned, pre-mix or post-mix Coca-Cola Trademark Beverages in Coca-Cola Bottling Company’s territories, and Coca-Cola Bottling Company has been advised by Coca-Cola Ltd. that there are no present intentions to authorize any such producers or distributors in the future. In general, the Canadian Beverage Agreement for Coca-Cola Trademark Beverages prohibits Coca-Cola Bottling Company from producing or distributing beverages other than the Coca-Cola Trademark Beverages unless Coca-Cola Ltd. has given Coca-Cola Bottling Company written notice that it approves the production and distribution of such beverages.

        Pricing.    An affiliate of The Coca-Cola Company supplies the concentrates for the Coca-Cola Trademark Beverages and may establish and revise at any time the price of concentrates, the payment terms and the other terms and conditions under which Coca-Cola Bottling Company purchases concentrates for the Coca-Cola Trademark Beverages. Coca-Cola Bottling Company may not require a deposit on any container used by it for the sale of the Coca-Cola Trademark Beverages unless it is required by law or approved by Coca-Cola Ltd. and, if a deposit is required, such deposit may not exceed the greater of the minimum deposit required by law or the deposit approved by Coca-Cola Ltd.

        Term.    The Canadian Beverage Agreements for Coca-Cola Trademark Beverages expire on July 28, 2007, with provisions to renew for two additional terms of ten years each, provided generally that Coca-Cola Bottling Company has complied with and continues to be capable of complying with their provisions. Coca-Cola Bottling Company’s authorizations to sell, distribute and produce pre-mix and post-mix Coca-Cola Trademark Beverages may be terminated by either party on ninety days’ written notice.

        Marketing and Other Support.    Coca-Cola Ltd. has no obligation under the Canadian Beverage Agreements to participate with Coca-Cola Bottling Company in expenditures for advertising, marketing and other support. However, it may, in its discretion, contribute to such expenditures and undertake independent advertising and marketing activities, as well as cooperative advertising and sales promotion programs, that would require the cooperation and support of the Company. Coca-Cola Ltd. provided support in 2000 but is under no obligation to continue past levels of funding.

        Other Coca-Cola Beverage Products.    The license agreements and arrangements of Coca-Cola Bottling Company with Coca-Cola Ltd., and in certain cases, with The Coca-Cola Company, for the Coca-Cola Beverage Products other than Coca-Cola Trademark Beverages are on terms generally similar to those contained in the license agreement for the Coca-Cola Trademark Beverages.

Beverage Agreements in Canada with Other Licensors

        Coca-Cola Bottling Company has several license agreements and arrangements with other licensors, including license agreements with subsidiaries of Cadbury Schweppes plc having terms expiring in July 2002 and December 2036, each being renewable for successive five-year terms until terminated by either party. These beverage agreements generally give Coca-Cola Bottling Company the exclusive right to produce and distribute authorized beverages in authorized packaging in specified territories. These beverage agreements also generally provide flexible pricing for the licensors, and in many instances, prohibit Coca-Cola Bottling Company from dealing in beverages confusing with, or imitative of, the authorized beverages. These agreements contain restrictions generally similar to those in the Canadian Beverage Agreements regarding the use of trademarks, approved bottles, cans and labels, sales of imitations and causes for termination.

European Beverage Agreements

European Beverage Agreements with The Coca-Cola Company

        The Company’s bottlers in the Netherlands, Belgium, continental France, Great Britain, and the Company’s distributor in Luxembourg (the “Company European Bottlers”) operate in their respective territories under bottler and distributor agreements with The Coca-Cola Company and The Coca-Cola Export Corporation (the “European Beverage Agreements”). The European Beverage Agreements have certain significant differences, described below, from the beverage agreements in North America.

        On July 30, 1999, the Company acquired Société Boissons Gazeuses de la Côte d’Azur and Sud Boissons S.A., which were the authorized bottlers of Coca-Cola Trademark Beverages and Allied Beverages in the two non-Company bottling territories in continental France and Monaco (the “Southern French Bottlers”). The Southern French Bottlers have agreements with The Coca-Cola Company and The Coca-Cola Export Corporation that are substantially similar to the European Beverage Agreements (the “Southern French Agreements”). On January 2, 2001, the merger of the Southern French Bottlers into Coca-Cola Entreprise SAS was approved, effective as of January 1, 2001. It has been agreed with The Coca-Cola Company that the Southern French Agreements will be canceled and that Coca-Cola Entreprise SAS’s Bottler’s Agreement will be amended to include the territories of the Southern French Bottlers. Accordingly, Coca-Cola Entreprise SAS Bottler’s Agreement will cover all of continental France. The European Supplemental Agreement (see below) will also be modified to include all of continental France. The Company believes that the European Beverage Agreements are substantially similar to other agreements between The Coca-Cola Company and other European bottlers of Coca-Cola Trademark Beverages and Allied Beverages.

        Exclusivity.    Subject to the European Supplemental Agreement, described below in this report, and certain minor exceptions, the Company European Bottlers have the exclusive rights granted by The Coca-Cola Company in their territories to sell the beverages covered by their respective European Beverage Agreements in glass bottles, plastic bottles and/or cans. The covered beverages include Coca-Cola Trademark Beverages, Allied Beverages, noncarbonated beverages and certain beverages not sold in the United States. See “Business — Products” above. The Coca-Cola Company has retained the rights, under certain circumstances, to produce and sell, or authorize third parties to produce and sell, the beverages in any other manner or form within the territories. The Coca-Cola Company has granted certain Company European Bottlers a nonexclusive authorization to package and sell post-mix and/or pre-mix beverages in their territories.

        Transshipping.    The Company European Bottlers are prohibited from making sales of the beverages outside of their territories, or to anyone intending to resell the beverages outside their territories, without the consent of The Coca-Cola Company, except for sales arising out of a passive order from a customer in another member state of the European Economic Area or for export to another such member state. The European Beverage Agreements also contemplate that there may be instances in which large or special buyers have operations transcending the boundaries of the territories, and in such instances, the Company European Bottlers agree not to oppose, without valid reason, any additional measures deemed necessary by The Coca-Cola Company to improve sales and distribution to such customers.

        Pricing.    The European Beverage Agreements provide that the sales of concentrate, beverage base and other goods to the Company European Bottlers are at prices which are set from time to time by The Coca-Cola Company in its sole discretion.

        Term and Termination.    The European Beverage Agreements expire July 26, 2006 for the Netherlands, continental France and Belgium, February 10, 2007 for the British bottler, and January 30, 2008 for the Luxembourg bottler, unless terminated earlier as provided therein. If the Company European Bottlers have complied fully with the agreements during the initial term, are “capable of the continued promotion, development, and exploitation of the full potential of the business,” and request an extension of the agreement, an additional ten-year term may be granted at the sole discretion of The Coca-Cola Company. The Coca-Cola Company is given the right to terminate the European Beverage Agreements before the expiration of the stated term upon the insolvency, bankruptcy, nationalization, or similar condition of the Company European Bottlers or the occurrence of a default under the European Beverage Agreements which is not remedied within 60 days of written notice of the default by The Coca-Cola Company. The European Beverage Agreements may be terminated by either party in the event foreign exchange is unavailable or local laws prevent performance. They also terminate automatically, after a certain lapse of time, if a Company European Bottler refuses to pay a beverage base price increase for the beverage “Coca-Cola.” The post-mix and pre-mix authorizations are terminable by either party with 90 days’ prior written notice.

European Supplemental Agreement with The Coca-Cola Company

        In addition to the European Beverage Agreements described above, the Company European Bottlers (excluding the Luxembourg distributor), The Coca-Cola Company and The Coca-Cola Export Corporation are parties to a supplemental agreement (the “European Supplemental Agreement”) with regard to the Company European Bottlers’ rights pursuant to the European Beverage Agreements. The European Supplemental Agreement permits the Company European Bottlers to prepare, package, distribute and sell the beverages covered by any of the Company European Bottlers’ European Beverage Agreements in any other territory of another Company European Bottler, provided that the Company and The Coca-Cola Company shall have reached agreement upon a business plan for such beverages. The European Supplemental Agreement may be terminated, either in whole or in part by territory, by The Coca-Cola Company at any time with 90 days’ prior written notice.

Marketing and Other Support in Europe from The Coca-Cola Company

        The Coca-Cola Company has no obligation under the European Beverage Agreements to participate with the Company in expenditures for advertising, marketing and other support, but it may, in its discretion, contribute to such expenditures and undertake independent advertising and marketing activities, as well as cooperative advertising and sales promotion programs, that would require the cooperation and support of the Company. The Coca-Cola Company has provided support in 2000 but is under no obligation to continue past levels of funding.

Beverage Agreements in Europe with Other Licensors

        The beverage agreements between the Company and other licensors of beverage products and syrups generally give those licensors the unilateral right to change the prices for their products and syrups at any time in their sole discretion. Some of these beverage agreements have limited terms of appointment and, in most instances, prohibit the Company from dealing in products with similar flavors. Those agreements contain restrictions generally similar in effect to those in the European Beverage Agreements as to the use of trademarks and trade names, approved bottles, cans and labels, sale of imitations, planning and causes for termination. As a condition to Cadbury Schweppes plc’s sale of its 51% interest in the British bottler to the Company in February 1997, the Company entered into agreements concerning certain aspects of the Cadbury Schweppes products distributed by the British bottler (the “Cadbury Schweppes Agreements”). These agreements impose obligations upon the Company with respect to the marketing, sale and distribution of Cadbury Schweppes products within the British bottler’s territory. These agreements further require the British bottler to achieve certain agreed growth rates for Cadbury Schweppes brands and grant certain rights and remedies to Cadbury Schweppes if these rates are not met. These agreements also place some limitations upon the British bottler’s ability to discontinue Cadbury Schweppes brands, and recognize the exclusivity of certain Cadbury Schweppes brands in their respective flavor categories. The British bottler is given the first right to any new Cadbury Schweppes brands introduced in the territory. These agreements run through 2012 and are automatically renewed for a ten-year term thereafter unless terminated by either party. On July 30, 1999, The Coca-Cola Company announced that it had completed the acquisition of the Cadbury Schweppes beverage brands inter alia in the United Kingdom. The Cadbury Schweppes beverage brands were not acquired in any other countries in which the Company European Bottlers operate. Some Cadbury Schweppes beverage brands were acquired by assignment and others by purchase of the entity owning the brand; both methods are referred to as “assignments” for purposes of this section. Pursuant to the acquisition, Cadbury Schweppes assigned the Cadbury Schweppes Agreements to an affiliate of The Coca-Cola Company. The assignment did not cause a substantive modification of the terms and conditions of the Cadbury Schweppes Agreements.

Competition

        The nonalcoholic beverage business is highly competitive. Competition exists among many beverages, including soft drinks, isotonics, tea, tea drinks, juices, juice drinks, coffee, coffee drinks, water, beer, wine, wine coolers, milk and milk drinks, and bottled waters. Competitors in this business include bottlers and distributors of beverages marketed and advertised at international, national, regional and local levels, as well as chain store and private label beverages. Aggregate information on sales in the nonalcoholic beverage business is not readily available.

        Marketing, breadth of product offering, new product and package innovations and pricing are significant factors affecting the Company’s competitive position, but the consumer and customer goodwill associated with the trademarks of its products is the most favorable factor for the Company. Other competitive factors among beverage distributors include distribution and sales methods, merchandising productivity, customer service, trade and community relationships, the management of sales promotion activities, and access to manufacturing. Vending machine sales and other merchandising equipment are also competitive factors.

Employees

        At December 31, 2000, the Company had approximately 67,000 employees, approximately 9,500 of whom were in Europe. The Company is party to 140 collective bargaining agreements covering approximately 16,300 of its North American employees. These collective bargaining agreements expire at various dates through 2006. The Company has no reason to believe that it will be unable to renegotiate any of these agreements on satisfactory terms. Management of the Company believes that the Company’s relations with its employees are generally good.

Governmental Regulation

Packaging

        Anti-litter measures have been enacted in the United States in California, Connecticut, Delaware, Iowa, Maine, Massachusetts, Michigan, New York, Oregon, Vermont and the City of Columbia, Missouri, some of which prohibit the sale of certain beverages, whether in refillable or nonrefillable containers, unless a deposit is charged by the retailer for the container. The retailer or redemption center refunds all or some of the deposit to the customer upon the return of the container. The containers are then returned to the bottler, which, in most jurisdictions, must pay the refund and, in certain others, must also pay a handling fee. In California, a levy is imposed on beverage containers to fund a waste recovery system. In the past, similar legislation has been proposed but not adopted elsewhere, although the Company anticipates that additional jurisdictions may enact such laws. Massachusetts requires the creation of a deposit transaction fund by bottlers and the payment to the state of balances in that fund that exceed three months of deposits received, net of deposits repaid to customers and interest earned. Michigan also has a statute requiring bottlers to pay to the state unclaimed container deposits.

        In Canada, soft drink containers are subject to waste management measures in each of the ten provinces. Seven provinces have forced deposit schemes, of which three have half-back deposit systems whereby a deposit is collected from the consumer and one-half of the deposit amount is returned upon redemption. In Manitoba a levy is imposed on beverage containers to fund a multi-material recovery system. Prince Edward Island requires all soft drink beverages to be sold in refillable containers. Regulations in Ontario, which are currently not being enforced by the government, require that sales by a bottler of soft drink beverages in refillable containers must meet a minimum percentage of total sales of soft drink beverages by such bottler in refillable and nonrefillable containers within that bottler’s sales areas. It is acknowledged that there is widespread industry noncompliance with such regulations.

        The European Commission has issued a packaging and packing waste directive which has been incorporated into the national legislation of the member states. Beginning in 2001, at least 50% of the Company’s packages distributed in the European Union must be recovered and at least 15% must be recycled. The legislation sets targets for the recovery and recycling of household, commercial and industrial packaging waste and imposes substantial responsibilities upon bottlers and retailers for implementation.

        The Company has taken actions to mitigate the adverse effects resulting from legislation concerning deposits, restrictive packaging and escheat of unclaimed deposits which impose additional costs on the Company. The Company is unable to quantify the impact on current and future operations which may result from such legislation if enacted or enforced in the future, but the impact of any such legislation could be significant if widely enacted or enforced.

Excise and Value Added Taxes

        Excise taxes on sales of soft drinks have been in place in various states in the United States for several years. The states in which the Company operates that currently impose such taxes are Arkansas, Tennessee, Washington and West Virginia. In addition, the state of Hawaii has imposed a special tax on glass containers. To the knowledge of management of the Company, no similar legislation has been enacted in any other markets served by the Company. Proposals have been introduced in certain states and localities that would impose a special tax on beverages sold in nonrefillable containers as a means of encouraging the use of refillable containers. However, the Company’s management is unable to predict whether such additional legislation will be adopted.

        Value added tax on soft drinks ranges from 3% to 21% within the Company’s bottling territories in Canada and the European Community. In addition, excise taxes on sales of soft drinks are in place in Belgium, France and the Netherlands. The existence and level of this indirect taxation on the sale of soft drinks is now a matter of legal and public debate given the need for further tax harmonization within the European Community.

Canadian Income Tax

        The Company’s bottler in Canada, acquired in 1997, is being audited by the Canada Customs and Revenue Agency for the years 1990 through 1997. The authorities have raised issues that could result in an assessment of additional taxes. If an assessment were made, the authorities by law could require as much as one-half of any amount assessed to become immediately due and payable while the taxpayer pursues an appeal. The Company’s bottler believes it has substantial defenses to the issues being raised by the Canadian authorities; however, it is too early to predict the final outcome of the matter.

California Legislation

        A California law requires that any person who exposes another to a carcinogen or a reproductive toxicant must provide a warning to that effect. Because the law does not define quantitative thresholds below which a warning is not required, virtually all manufacturers of food products are confronted with the possibility of having to provide warnings due to the presence of trace amounts of defined substances. Regulations implementing the law exempt manufacturers from providing the required warning if it can be demonstrated that the defined substances occur naturally in the product or are present in municipal water used to manufacture the product. The Company has assessed the impact of the law and its implementing regulations on the Company’s beverage products and has concluded that none of the Company’s products currently requires a warning under the law.

Ergonomics

        The Occupational Safety & Health Administration (OSHA) published its final ergonomics rule in November 2000 which applies to all employers with operations in general industry, focusing on jobs that involve manual lifting or handling, and all workplaces where work-related musculoskeletal disorders (MSDs) have been reported. The rule requires affected facilities to establish and implement an ergonomics program that contains the following six elements: 1) management leadership, 2) employee participation, 3) MSD management, 4) job hazard analysis, 5) hazard reduction and control measures and subsequent evaluations if the job hazard analysis determines that the job presents an MSD hazard, and 6) training.

        The final ergonomics program rule became effective January 16, 2001. However, both the United States Senate and the House of Representatives voted in March 2001 to repeal the ergonomics rule, acting under the authority of the Congressional Review Act. President George W. Bush is expected to approve this repeal, thus eliminating the ergonomics rule as originally published by OSHA. It is anticipated that the authority of the Senate and House of Representatives to act under the Congressional Review Act will be challenged in court. The Company operates in several states in the United States having their own ergonomics rules and has in place a task force charged with examining ergonomics issues.

Underground Storage Tanks and Other Environmental Regulations

        Substantially all of the facilities of the Company are subject to laws and regulations dealing with above-ground and underground fuel storage tanks and the discharge of materials into the environment. Compliance with these provisions has not had, and the Company does not expect such compliance to have, any material effect upon the capital expenditures, net income, financial condition or competitive position of the Company. The Company’s beverage manufacturing operations do not use or generate a significant amount of toxic or hazardous substances. Management believes that its current practices and procedures for the control and disposition of such wastes comply with applicable law. In the United States, the Company has been named as a potentially responsible party in connection with certain landfill sites where the Company may have been a de minimis contributor. Under current law, the Company’s liability for cleanup costs may be joint and several with other users of such sites, regardless of the extent of the Company’s use in relation to other users. However, in the opinion of management of the Company, the potential liability of the Company in connection with such activity is not significant and will not have a materially adverse effect on the financial condition or results of operations of the Company.

        Several underground fuel storage tanks used by the Company may be found to be in noncompliance with applicable federal and state requirements for the continued maintenance and use of such tanks. The Company has adopted a plan for the testing, removal, replacement, and repair, if necessary, of underground fuel storage tanks at Company bottlers in North America; this includes any necessary remediation of tank sites and the abatement of the discharge of pollutants. The Company’s plan extends to the upgrade of wastewater handling facilities, and the remediation of friable asbestos. The Company spent approximately $5.6 million in 2000 pursuant to this plan, and the Company estimates it will spend approximately $4.4 million in 2001 and $5.5 million in 2002 pursuant to this plan. In the opinion of management of the Company, any liabilities associated with the items covered by such plan will not have a materially adverse effect on the financial condition or results of operations of the Company.

Trade Regulation

        The business of the Company, as the exclusive manufacturer and distributor of bottled and canned beverage products of The Coca-Cola Company and other manufacturers within specified geographic territories, is subject to antitrust laws of general applicability. Under the United States’ Soft Drink Interbrand Competition Act, the exercise and enforcement of an exclusive contractual right to manufacture, distribute and sell a soft drink product in a geographic territory is presumptively lawful if the soft drink product is in substantial and effective interbrand competition with other products of the same class in the market. Management of the Company believes that such substantial and effective competition exists in each of the exclusive geographic territories in the United States in which the Company operates.

        The Treaty of Rome, which established the European Community, precludes restrictions of the free movement of goods among the member states. As a result, unlike the Company’s Domestic Cola and Allied Beverage Agreements, the European Beverage Agreements grant exclusive bottling territories to the Company subject to the exception that other European Union and/or European Economic Area bottlers of Coca-Cola Trademark Beverages and Allied Beverages can, in response to unsolicited orders, sell such products in the Company’s European Community territories. See “European Beverage Agreements.”

Miscellaneous Regulations

        The production, distribution and sale of many of the Company’s products are subject to the United States Federal Food, Drug, and Cosmetic Act; the Occupational Safety and Health Act; the Lanham Act; various federal, state, provincial and local environmental statutes and regulations; and various other federal, state, provincial and local statutes in the United States, Canada and Europe regulating the production, packaging, sale, safety, advertising, labeling and ingredients of such products, and the Company’s operations in many other respects.

Financial Information on Industry Segments and Geographic Areas

        For financial information on industry segments and operations in geographic areas, see Note 16 to the Company’s Consolidated Financial Statements, found on page 45 of the Company’s Annual Report to Shareowners for the year ended December 31, 2000, which is incorporated into this report by reference.

ITEM 2.    PROPERTIES

        The principal properties of the Company include the executive offices, production facilities, distribution facilities, administrative offices and service centers. At December 31, 2000, the Company operated 75 beverage production facilities, 25 of which are solely production facilities and 50 of which are combination production/distribution facilities, and also operated 361 principal distribution facilities. The Company owns 71 of its production facilities and 267 of its principal distribution facilities, and leases the others. In the aggregate, the Company’s owned and leased facilities cover approximately 39 million square feet. Management of the Company believes that its production and distribution facilities are generally sufficient to meet present operating needs.

        One of the facilities owned by the Company is subject to a lien to secure indebtedness in an aggregate principal amount of approximately $1.3 million at December 31, 2000. Excluding expenditures for bottler acquisitions, the Company’s capital expenditures in 2000 were approximately $1.2 billion.

        At December 31, 2000, the Company owned and operated approximately 52,000 vehicles of all types used in the sale, production and distribution of its products and approximately 2.3 million coolers, beverage dispensers and vending machines.

ITEM 3.    LEGAL PROCEEDINGS

        The Company and several of its bottling subsidiaries or divisions in the United States have been named as potentially responsible parties (“PRPs”) at several federal and state “Superfund” sites. In 1987, BCI Coca-Cola Bottling Company of Los Angeles (“CCBCLA”) was named by the Environmental Protection Agency (“EPA”) as a PRP at the Operating Industries, Inc. (“OII”) site at Monterey Park, California. As of 1991, CCBCLA had contributed approximately $300,000 toward the remediation efforts. After 1991, CCBCLA had no further communications from the EPA until October 1997 when CCBCLA received notice from the EPA that a “Final Remedy” for the site had been chosen with an estimated cost (in addition to what had already been spent) of approximately $217 million (including an estimated $52 million for EPA’s past and future oversight costs), and which is expected to take 30 years to complete. There are approximately 280 PRPs at this site. CCBCLA’s monetary participation in prior remediation activities at the OII site was based upon its allocated percentage of volume of waste contributed to the site, which was 0.075%. Based upon this percentage and the estimated costs, CCBCLA’s share of the Final Remedy would be about $162,750. In 1994, the Company was named as a PRP at the Waste Disposal Engineering site in Andover, Minnesota, a former landfill. The claim against the Company is approximately $110,000; however, if this site is a “qualified landfill” under Minnesota law, the entire cost of remediation may be paid by the state without contribution from any PRP. In 1999, the Company acquired all of the stock of CSL of Texas, Inc. (“CSL”), which owns an 18.4 acre tract of land on Holleman Drive in College Station, Texas that became contaminated by prior industrial users of the property. Cleanup is to be performed pursuant to the Texas Voluntary Cleanup Program overseen by the Texas Natural Resources Conservation Commission and is estimated to cost $2-4 million. The Company believes that it will have a claim against the former shareholders of CSL for the remediation costs. In 1998, The Coca-Cola Bottling Company of New York, Inc. (“CCNY”) was named as a defendant in a lawsuit titled Bedford Land Development Co., Inc. v. IKON Office Solutions, Inc. et al. in connection with property formerly owned by CCNY and its affiliates in the late-1970s and early-1980s which was discovered to be contaminated. CCNY and two other former owners were named as defendants by the current owner in the lawsuit which was stayed pending a comprehensive environmental investigation of the property. The investigation concluded in January 2000 that the remediation cost may be approximately $4.7 million. However, that figure was subsequently revised downward to $3.9 million, and in December 2000, the Hartford Insurance Company offered to conduct the remediation for $3,285,000. The plaintiff has asserted that CCNY’s share of the costs should be 7.5%, which would be approximately $250,000 if the Hartford Insurance Company’s offer is accepted. The remediation will be conducted under the oversight of the Ohio Environmental Protection Agency. The Company or its bottling subsidiaries have been named as PRPs at twenty-six other federal and eight other state “Superfund” sites under circumstances which have led the management of the Company to conclude either: (i) that the Company will have no further liability because there was no responsibility for having deposited hazardous waste; (ii) that payments made to date would be sufficient to satisfy all liability; or (iii) that the Company’s ultimate liability, if any, for such site would be less than $100,000.

        In 1993, the Company was named as a defendant, along with The Coca-Cola Company, certain other bottlers of Coca-Cola, PepsiCo, Inc. and a Pepsi bottler, in a lawsuit brought in Daingerfield, Texas in Texas State Court by five distributors of Royal Crown beverages and other carbonated soft drinks. The petition alleged that certain of the Company’s marketing practices with grocery stores, convenience stores and mass merchandisers violated the Texas antitrust laws. These marketing practices are common in the industry. In particular, the plaintiffs challenge the requirement that certain of these promotional opportunities be afforded to the Company exclusively during certain periods of time. Eventually, nine Royal Crown distributors became plaintiffs in the suit. The PepsiCo defendants settled prior to trial. In the second quarter of 2000, the claims of five of the nine plaintiffs were tried to a jury that returned a verdict in favor of the plaintiffs and against the Company and The Coca-Cola Company in the amount of $5,153,898.80. The jury also made the requisite finding for the trebling of the verdict, when finally calculated and entered. On January 12, 2001, the court granted the plaintiff’s motion to enjoin certain of the Company’s marketing practices in certain areas. The Company intends to appeal the judgment once it is final.

        On May 18 and 19, 2000, the European Commission undertook “unannounced visits” or “dawn raids” at the premises of the Company in Brussels and Uxbridge. The Commission was searching for documentation supporting its allegations of abuses by the Company of an alleged dominant position under Article 82 of the EU Treaty. The alleged abuses relate to various commercial practices including rebates and discounts, pricing, alleged tying, alleged exclusivity arrangements and category planning. The Company was cooperative with the authorities during the visits which were conducted in a business-like manner. The investigation appears to be an expansion of an investigation into the same commercial practices begun in July 1999 against The Coca-Cola Company and the other European anchor bottlers. The Company does not believe that it has a dominant position in the relevant market. Even if erroneously found to have a dominant position, the Company does not believe that its current or past commercial practices constitute an abuse under EU law. Nonetheless, the Commission has considerable discretion in making findings and levying fines, which are however subject to judicial review. If the Commission finds an abuse of a dominant position, it could fine the Company up to 10% of its worldwide turnover and/or seek behavioral undertakings. There is no set timetable for the pursuit of the investigation.

        There are various other lawsuits and claims pending against the Company. Included among such litigation are claims for injury to persons or property. Management of the Company believes that such claims are covered by insurance with financially responsible carriers or adequate provisions for losses have been recognized by the Company in its consolidated financial statements. In the opinion of management of the Company, the losses that might result from such litigation will not have a materially adverse effect on the financial condition or results of operations of the Company.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable.

PART II

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

LISTED AND TRADED: New York Stock Exchange

TRADED: Boston, Chicago, Cincinnati,

Pacific, and Philadelphia Exchanges

Common shareowners of record as of February 21, 2001: 16,144

STOCK PRICES

2000	High	Low
Fourth Quarter	23.13	15.06
Third Quarter	21.00	15.94
Second Quarter	23.88	14.00
First Quarter	30.25	18.75

1999	High	Low
Fourth Quarter	26.25	16.81
Third Quarter	32.50	22.50
Second Quarter	37.50	28.94
First Quarter	36.44	30.00

DIVIDENDS

        Regular quarterly dividends in the amount of $0.04 per share have been paid since July 1, 1998.

ISSUANCES OF STOCK

        From January through July 2000, 5,000 shares of the Company’s Convertible Preferred Stock- Bellingham Series were converted by the holders into 29,852 shares of common stock. The preferred stock had been issued in 1998 to the former owners of The Coca-Cola Bottling Company of Bellingham, in connection with the Company’s acquisition of that bottler. Each share of preferred stock has a stated value of $100. At the time of the conversion, the holder receives that number of whole shares of common stock resulting from dividing the stated value (increased at an annual rate of 4% from date of issuance) by the average closing price of the common stock during the preceding ten consecutive trading-day period.

        In January and February 2000, 35,000 shares of the Company’s Convertible Preferred Stock-Great Plains Series were converted into 154,778 shares of common stock. The Preferred Stock had been issued in 1998 to the former owners of Great Plains Bottlers and Canners, Inc. in connection with the Company’s acquisition of that bottler. Each share of preferred stock has a stated value of $100. At the time of the conversion, the holder receives that number of whole shares of the Company’s common stock resulting from dividing the stated value (plus all accrued dividends) by the average closing price of the common stock during the preceding ten consecutive trading-day period.

        All of the above issuances were exempt from registration under the Securities Act of 1933, as amended, because of the exemption provided in Rule 506 of Regulation D issued under that act for certain transactions not involving any public offering.

ITEM 6.    SELECTED FINANCIAL DATA

        “Selected Financial Data” for the years 1991 through 2000, on pages 50 and 51 of the Company’s Annual Report to Shareowners for the year ended December 31, 2000 is incorporated into this report by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        “Management’s Financial Review” on pages 22 through 32 and pages 47 and 48 of the Company’s Annual Report to Shareowners for the year ended December 31, 2000 is incorporated into this report by reference.

ITEM 7(A).    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

        “Management’s Financial Review — Interest Rate and Currency Risk Management” on pages 28 and 29 of the Company’s Annual Report to Shareowners for the year ended December 31, 2000 is incorporated into this report by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

        The following consolidated financial statements of the Registrant and its subsidiaries are incorporated into this report by reference to the Company’s Annual Report to Shareowners for the year ended December 31, 2000, at the pages indicated:

          Consolidated Statements of Income — Years ended December 31, 2000, 1999 and 1998 (page 25)

          Consolidated Statements of Cash Flows — Years ended December 31, 2000, 1999 and 1998 (page 27)

          Consolidated Balance Sheets — December 31, 2000 and 1999 (page 29)

          Consolidated Statements of Shareowners’ Equity — Years ended December 31, 2000, 1999 and 1998 (page 30)

          Notes to Consolidated Financial Statements (pages 33–46)

          Quarterly Financial Information (page 46)

          Report of Independent Auditors (page 49)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        Not applicable.

PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Set forth below is information as of March 7, 2001 regarding the executive officers of the Company:

Name	Age	Principal Occupation During the Past Five Years
Summerfield K. Johnston, Jr.	68	Chairman of the Board of Directors since October 1997 and Chief Executive Officer of the Company since January 2000. He was Vice Chairman of the Board from December 1991 to October 1997, and Chief Executive Officer from December 1991 until April 1998.
John R. Alm	55	President since January 2000 and Chief Operating Officer since October 1999. He was Executive Vice President and Principal Operating Officer from April 1999 to October 1999. He was Executive Vice President and Chief Financial Officer from October 1997 until April 1999. He was Senior Vice President and Chief Financial Officer of the Company from December 1991 to October 1997.
Margaret F. Carton	43	Vice President, Information Systems since February 2000. She was Vice President, Investor Relations and Planning from October 1996 to February 2000. She served as Director, Investor Relations from 1990 to October 1996.
Michael P. Coghlan	45	Vice President, Controller, and Principal Accounting Officer of the Company since December 1998. He had been Chief Financial Officer of the Company’s Eastern Group since October 1996. Prior to that, he had served as the Company’s Vice President and Director of Internal Audit (January 1996 until October 1996).
John H. Downs, Jr.	44	Senior Vice President, Public Affairs of the Company since December 1999. He was Vice President, Public Affairs from 1989 to December 1999.
Norman P. Findley	56	Executive Vice President, Marketing since January 2000. He was Executive Vice President of Business Development from October 1999 to January 2000. He had been Executive Vice President and Principal Operating Officer from April 1999 until October 1999. He was Senior Vice President of the Company from December 1995 until October 1999, and European Group President from July 1996 until October 1999.
Robert F. Gray	53	Senior Vice President, Operations and Capital Planning since February 2000. He was Vice President and Chief Financial Officer, European Group, from July 1996 until February 2000. Prior to that he served as Vice President, Information Systems from February 1992 until July 1996.

Name	Age	Principal Occupation During the Past Five Years
Shaun B. Higgins	51	Vice President, and President of the European Group since October 2000. From January 1999 until October 2000 he was Group Vice President in the Company’s Eastern North America Group, responsible for New York and New England. He was Division Vice President and General Manager for the New York Division from October 1997 to January 1999. He served as Executive Vice President and Chief Operating Officer of Coca-Cola Beverages Ltd. from 1995 until 1997.
William A. Holl	43	Vice President, and President of the Eastern North America Group since January 2000. He was Group Vice President of the Eastern North America Group from August 1997 to January 2000. Prior to that he was Vice President and General Manager for the Northeast Region from January 1996 until August 1997.
Summerfield K. Johnston, III	47	Executive Vice President, Strategic Planning since February 2000. He was Senior Vice President of the Company from December 1995 to January 2000 and Eastern North America Group President from July 1996 to January 2000. He was Vice President, Regional Operations from July 1993 to December 1995.
Lowry F. Kline	60	Vice Chairman of the Company since April 2000; before that he had been Executive Vice President and Chief Administrative Officer since April 1999. He was Executive Vice President and General Counsel from October 1997 until July 1999. He was Senior Vice President and General Counsel from February 1996 to October 1997, and General Counsel of the Company since December 1991. He was a partner in the law firm of Miller & Martin LLP, Chattanooga, Tennessee, from 1970 until 1996.
Patrick J. Mannelly	46	Senior Vice President and Chief Financial Officer since December 1999. He was Vice President and Chief Financial officer from April 1999 until December 1999. He was Vice President, Finance and Administration from December 1998 until April 1999. He was a Group Vice President and General Manager in the Company’s Eastern North America Group, responsible for New York and New England, from August 1997 until December 1998; and in the Western North America Group, responsible for Southern California from July 1996 until August 1997. Prior to that, from April 1993 to July 1996, he was Vice President and General Manager for the Los Angeles division of the Western North America Group.
Daniel G. Marr	48	Senior Vice President and Chief Customer Officer since January 2000. He was Vice President, Marketing from January 1996 until January 2000.

Name	Age	Principal Occupation During the Past Five Years
Vicki R. Palmer	47	Senior Vice President, Treasurer and Special Assistant to the Chief Executive Officer of the Company since December 1999. She was Vice President and Treasurer from December 1993 until December 1999.
John R. Parker, Jr.	50	Senior Vice President and General Counsel of the Company since December 1999. He became Vice President in April 1999 and General Counsel in July 1999. He served as General Counsel for the Company’s European Group from October 1996 until April 1999. In 1995, he served as division counsel for the Nordic and Northern Eurasia Division of The Coca-Cola Company.
Gary P. Schroeder	55	Senior Vice President, Bottler Relations since January 2000. He was Senior Vice President of the Company and Western North America Group President from July 1996 until January 2000. He was Vice President, Regional Operations of the Company from December 1994 to July 1996.
G. David Van Houten, Jr.	51	Senior Vice President, and President of the Western North America Group since January 2000. He had been a Senior Vice President of the Company since December 1995 and was Central North America Group President from July 1996 until January 2000.

        Summerfield K. Johnston, Jr. is the father of Summerfield K. Johnston, III. The officers of the Company are elected annually by the Board of Directors for terms of one year or until their successors are elected and qualified, subject to removal by the Board of Directors at any time.

        Information about the directors of the Company is in “Election of Directors — Information Concerning the Nominees and the Incumbent Directors” on pages 6 through 9 of the Company’s 2001 Proxy Statement and is incorporated into this report by reference. Information about compliance with the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, by the Company’s executive officers and directors, persons who own more than ten percent of the Company’s common stock, and their affiliates who are required to comply with such reporting requirements, is in “Election of Directors — Section 16(a) Beneficial Ownership Reporting Compliance” on page 17 of the Company’s 2001 Proxy Statement, and is incorporated into this report by reference.

ITEM 11.    EXECUTIVE COMPENSATION

        Information about director compensation is in “Election of Directors — Compensation of Directors” on pages 12 and 13 of the Company’s 2001 Proxy Statement, and information about executive compensation is in “Executive Compensation” on pages 17 through 24 of the Company’s 2001 Proxy Statement, all of which is incorporated into this report by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        Information about ownership of the Company’s common stock by certain persons is in “Principal Shareowners” and “Election of Directors — Security Ownership of Directors and Officers” on page 4 and pages 13 through 16, respectively, of the Company’s 2001 Proxy Statement, all of which is incorporated into this report by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        Information about certain transactions between the Company, The Coca-Cola Company and their affiliates and certain other persons is in “Certain Relationships and Related Transactions” on pages 25 through 27 of the Company’s 2001 Proxy Statement, all of which is incorporated into this report by reference.

PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

        (a) (1) Financial Statements.    The following consolidated financial statements of the Company and subsidiaries, included in the Company’s Annual Report to Shareowners for the year ended December 31, 2000, are incorporated by reference into Part II, Item 8 of this report:

          Consolidated Statements of Income — Years ended December 31, 2000, 1999 and 1998.

          Consolidated Statements of Cash Flows — Years ended December 31, 2000, 1999 and 1998.

          Consolidated Balance Sheets — December 31, 2000 and 1999.

          Consolidated Statements of Shareowners’ Equity — Years ended December 31, 2000, 1999 and 1998.

          Notes to Consolidated Financial Statements.

          Report of Independent Auditors.

          (2) Financial Statement Schedules.    The following report of independent auditors and financial statement schedule of the Company and its subsidiaries is included in this report on the page indicated:

Report of Independent Auditors	F-2
Schedule II — Valuation and Qualifying Accounts for the fiscal years ended                                  December 31, 2000, 1999 and 1998	F-3

        All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted either because they are not required under the related instructions or because they are inapplicable.

        (3) Exhibits.

Exhibit Number		Description	Incorporated by Reference or Filed Herewith (The Company’s Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300; the Company’s Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing)
3.1	—	Restated Certificate of Incorporation of Coca-Cola Enterprises (restated as of April 15, 1992) as amended by Certificate of Amendment dated April 21, 1997 and by Certificate Amendment dated April 26, 2000.	Exhibit 3 to the Company’s Current Report on Form 8-K (Date of Report: July 22, 1997); Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000.
3.2	—	Bylaws of Coca-Cola Enterprises, as amended through July 18, 2000.	Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2000.
4.1	—	Indenture dated as of July 30, 1991, together with the First Supplemental Indenture thereto dated January 29, 1992, between Coca-Cola Enterprises and The Chase Manhattan Bank, formerly known as Chemical Bank (successor by merger to Manufacturers Hanover Trust Company), as Trustee, with regard to certain unsecured and unfunded debt securities of Coca-Cola Enterprises, and forms of notes and debentures issued thereunder.	Exhibit 4.1 to the Company’s Current Report on Form 8-K (Date of Report: July 30, 1991); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: January 29, 1992); Exhibit 4.02 to the Company’s Current Report on Form 8-K (Date of Report: January 29, 1992); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: September 8, 1992); Exhibits 4.01 and 4.02 to the Company’s Current Report on Form 8-K (Date of Report: November 12, 1992); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: January 4, 1993); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: September 15, 1993); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: September 25, 1996); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: October 3, 1996); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: November 15, 1996); Exhibit 4.1 to the Company’s Current Report on Form 8-K (Date of Report: July 22, 1997); Exhibit 4.2 to the Company’s Current Report on Form 8-K (Date of Report: July 22, 1997); Exhibit 4.3 to the Company’s Current Report on Form 8-K (Date of Report: July 22, 1997); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: December 2, 1997); Exhibit 4.01 to the Company’s Current Report on Form 8-K

Exhibit Number		Description	Incorporated by Reference or Filed Herewith (The Company’s Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300; the Company’s Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing)
			(Date of Report: January 6, 1998); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: May 13, 1998); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: September 8, 1998); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: September 18, 1998); Exhibit 4.01 to the Company’s Current Report on Form 8-K (Date of Report: October 28, 1998); Exhibit 4.01 to the Company’s Current Report on Form 8-K/A (Date of Report: September 16, 1999).
4.2	—	Medium-Term Notes Issuing and Paying Agency Agreement dated as of October 24, 1994, between Coca-Cola Enterprises and The Chase Manhattan Bank formerly known as Chemical Bank, as issuing and paying agent, including as Exhibit B thereto the form of Medium-Term Note issuable thereunder.	Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
4.3	—	Programme Agreement dated 9th March 1999 in respect of a U.S. $3,000,000,000 Euro Medium Term Note Programme, between and among Coca-Cola Enterprises, as issuer and guarantor, Coca-Cola Enterprises Great Britain plc, as issuer, and ABN AMRO Bank N.V., Banque Lehman Brothers S.A., Banque Nationale de Paris, Credit Suisse First Boston, Deutsche Bank, HSBC Markets, Lehman Brothers, Morgan Stanley Dean Witter, Salomon Smith Barney International, SG Investment Banking and Warburg Dillon Read, as Dealers.	Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
Certain instruments which define the rights of holders of long-term debt of the Company and its subsidiaries are not being filed because the total amount of securities authorized under each such instrument does not exceed 10% of the total consolidated assets of the Company and its subsidiaries. The Company and its subsidiaries hereby agree to furnish a copy of each such instrument to the Commission upon request.

10.1 — 1986 Stock Option Plan of Coca-Cola
Enterprises, As Amended through
February 12, 1991.* Exhibit 10.1 to the Company’s Annual
Report on Form 10-K for the fiscal year
ended December 31, 1991.

Exhibit Number		Description	Incorporated by Reference or Filed Herewith (The Company’s Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300; the Company’s Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing)
10.2	—	Form of Stock Option Agreement between Coca-Cola Enterprises and certain of its officers.*	Exhibit 10.5 to the Company’s Registration Statement on Form S-1, No. 33-9447.
10.3	—	1986 Restricted Stock Award Plan of Coca-Cola Enterprises, As Amended February 16, 1988.*	Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 1988.
10.4	—	Coca-Cola Enterprises 1991 Stock Option Plan, As Amended and Restated through February 18, 1992.*	Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
10.5	—	Coca-Cola Enterprises 1994 Stock Option Plan.*	Exhibit 4.3 to the Company’s Registration Statement on Form S-8, No. 33-53221.
10.6	—	Coca-Cola Enterprises 1995 Stock Option Plan.*	Exhibit 4.3 to the Company’s Registration Statement on Form S-8, No. 33-58699.
10.7	—	Coca-Cola Enterprises 1995 Restricted Stock Award Plan (As Amended and Restated Effective January 2, 1996).*	Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,1996.
10.8	—	Coca-Cola Enterprises 1995 Stock Option Plan (As Amended and Restated Effective January 2, 1996).*	Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
10.9	—	Coca-Cola Enterprises 1997 Stock Option Plan.*	Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
10.10	—	Coca-Cola Enterprises Inc. 1999 Stock Option Plan.*	Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
10.11	—	Coca-Cola Enterprises Inc. Long-Term Incentive Plan (Effective January 1, 1998).*	Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
10.12	—	Coca-Cola Enterprises Executive Pension Plan (Effective January 1, 1996).*	Exhibit 10.16 to the Company Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
10.13	—	1991 Amendment and Restatement of the Coca-Cola Enterprises Supplemental Retirement Plan (As Amended Effective July 1, 1993).*	Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
10.14	—	Form of Stock Option Agreements between Coca-Cola Enterprises and certain of its directors.*	Exhibit 10.36 to the Company’s Registration Statement on Form S-1, No. 33-9447.
10.15	—	Employment Agreement between Coca-Cola Enterprises and Summerfield K. Johnston, Jr., effective April 17, 1998.*	Exhibit 10.19 to the Company’s Annual Report Form 10-K for the fiscal year ended December 31, 1998.

Exhibit Number		Description	Incorporated by Reference or Filed Herewith (The Company’s Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300; the Company’s Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing)
10.16	—	1993 Amendment and Restatement of Deferred Compensation Agreement between Johnston Coca-Cola Bottling Group and John R. Alm as of April 30, 1993.*	Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1993.
10.17	—	Coca-Cola Enterprises Inc. Deferred Compensation Plan for Non-Employee Director Compensation (As Amended and Restated Effective January 1, 1998).*	Exhibit 4.3 to the Company’s Registration Statement on Form S-8, No. 333-47353.
10.18	—	1997 Director Stock Option Plan.*	Exhibit 10.26 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
10.19	—	Coca-Cola Enterprises Inc. Stock Deferral Plan (Effective July 1, 1998).*	Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998.
10.20	—	Coca-Cola Enterprises Inc. Executive Management Incentive Plan (effective January 1, 2000).*	Filed herewith.
10.21	—	Coca-Cola Enterprises Inc. Long-Term Incentive Plan (effective January 1, 2000).*	Filed herewith.
10.22	—	Tax Sharing Agreement dated November 12, 1986 between Coca-Cola Enterprises and The Coca-Cola Company.	Exhibit 10.1 to the Company’s Registration Statement on Form S-1, No. 33-9447.
10.23	—	Registration Rights Agreement dated November 12, 1986 between Coca-Cola Enterprises and The Coca-Cola Company.	Exhibit 10.3 to the Company’s Registration Statement on Form S-1, No. 33-9447.
10.24	—	Registration Rights Agreement dated as of December 17, 1991 among Coca-Cola Enterprises, The Coca-Cola Company and certain stockholders of Johnston Coca-Cola Bottling Group named therein.	Exhibit 10 to the Company’s Current Report on Form 8-K (Date of Report: December 18, 1991).
10.25	—	Form of Bottle Contract, as amended.	Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 1988.
10.26	—	Sweetener Sales Agreement—Bottler between The Coca-Cola Company and various Company bottlers, dated July 10, 1997.	Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
10.27	—	Can Supply Agreement, dated as of January 1, 1999, between American National Can Company and Coca-Cola Enterprises.**	Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed by American National Can Group, Inc. with the Securities and Exchange Commission under File No. 1-15163, for the period ended September 30, 1999.

Exhibit Number		Description	Incorporated by Reference or Filed Herewith (The Company’s Current, Quarterly, and Annual Reports are filed with the Securities and Exchange Commission under File No. 01-09300; the Company’s Registration Statements have the file numbers noted wherever such statements are identified in the exhibit listing)
10.28	—	Share Repurchase Agreement dated January 1, 1991 between The Coca-Cola Company and Coca-Cola Enterprises.	Exhibit 10.44 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 1990.
10.29	—	Form of Bottler’s Agreement.	Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
10.30	—	Supplemental Agreement with effect from October 6, 2000 among The Coca-Cola Company, The Coca-Cola Export Corporation, Bottling Holdings (Netherlands) B.V., Coca-Cola Enterprises Belgium, Coca-Cola Entreprise, Coca-Cola Enterprises Nederland B.V., Coca-Cola Enterprises Limited, and La Société de Boissons Gazeuses de la Côte d’Azur, S.A.	Filed herewith.
12	—	Statement re computation of ratios.	Filed herewith.
13	—	2000 Annual Report to Shareowners (Pages 22 to 51).	Filed herewith.
21	—	Subsidiaries of the Registrant.	Filed herewith.
23	—	Consent of Independent Auditors.	Filed herewith.
24	—	Powers of Attorney.	Filed herewith.

 * Management contracts and compensatory plans or arrangements required to be filed as exhibits to this form pursuant to Item 14(c).

** The filer has requested confidential treatment with respect to portions of this document.

(b) Reports On Form 8-K

        The Company filed the following current reports on Form 8-K during the fourth quarter of 2000:

Date of Report	Description
October 17, 2000	Unaudited Condensed Consolidated Statements of Income and Balance Sheet, reporting the Company’s results of operations for the third quarter and first nine months of 2000, its financial position as of September 29, 2000, and other key financial information (filed October 23, 2000).
December 7, 2000	Announcing volume and operating performance expectations for fourth quarter 2000 and 2001 (filed December 12, 2000).

(c) Exhibits

        See Item 14(a)(3) above.

(d) Financial Statement Schedules

        See Item 14(a)(2) above.

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COCA-COLA ENTERPRISES INC.

(Registrant)

/s/    SUMMERFIELD K. JOHNSTON, JR.

By: 

Summerfield K. Johnston, Jr.

Chairman and Chief Executive Officer

Date: March 14, 2001

        Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    SUMMERFIELD K. JOHNSTON, JR.                                                                                                    (Summerfield K. Johnston, Jr.)	Chairman, Chief Executive Officer, and a Director (principal executive officer)	March 14, 2001
/s/    PATRICK J. MANNELLY                                                                                                    (Patrick J. Mannelly)	Senior Vice President and Chief Financial Officer (principal financial officer)	March 14, 2001
/s/    MICHAEL P. COGHLAN                                                                                                    (Michael P. Coghlan)	Vice President, Controller, and Principal Accounting Officer (principal accounting officer)	March 14, 2001
*                                                                                                    (Howard G. Buffett)	Director	March 14, 2001
*                                                                                                    (James E. Chestnut)	Director	March 14, 2001
*                                                                                                    (John L. Clendenin)	Director	March 14, 2001
*                                                                                                    (Johnnetta B. Cole)	Director	March 14, 2001
*                                                                                                    (J. Trevor Eyton)	Director	March 14, 2001
*                                                                                                    (Joseph R. Gladden, Jr.)	Director	March 14, 2001

Signature Title Date

*                                                                                                    (L. Phillip Humann)	Director	March 14, 2001
*                                                                                                    (John E. Jacob)	Director	March 14, 2001
*                                                                                                    (Robert A. Keller)	Director	March 14, 2001
*                                                                                                    (Lowry F. Kline)	Director	March 14, 2001
*                                                                                                    (Jean-Claude Killy)	Director	March 14, 2001
*                                                                                                    (Scott L. Probasco, Jr.)	Director	March 14, 2001
/s/    JOHN R. PARKER, JR. *By:                                                                                                    John R. Parker, Jr. Attorney-in-Fact

INDEX TO FINANCIAL STATEMENT SCHEDULE

		Page
Report of Independent Auditors		F-2
Schedule II —	Valuation and Qualifying Accounts for the fiscal years ended December 31, 2000, 1999, and 1998	F-3

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors

Coca-Cola Enterprises Inc.

        We have audited the consolidated financial statements of Coca-Cola Enterprises Inc. listed in Part IV, Item 14(a)(1). Our audits also included the financial statement schedule listed in Part IV, Item 14(a)(2). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Coca-Cola Enterprises Inc. at December 31, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

Atlanta, Georgia

January 22, 2001

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

COCA-COLA ENTERPRISES INC.

(IN MILLIONS)

COLUMN A	COLUMN B	COLUMN C			COLUMN D		COLUMN E
	Balance at Beginning of Period	ADDITIONS			Deductions — Describe		Balance at End of Period
Description		Charged to Costs and Expenses	Charged to Other Accounts — Describe
Fiscal Year Ended:
December 31, 2000
Allowance for losses on trade                accounts	$62	$  8	$6	(a)	$14	(b)	$62
Valuation allowance for                deferred tax assets	121	7	0		20	(c)	108
December 31, 1999
Allowance for losses on trade                accounts	$57	$18	$6	(a)	$19	(b)	$62
Valuation allowance for                deferred tax assets	205	3	0		87	(c)	121
December 31, 1998
Allowance for losses on trade                accounts	$58	$11	$4	(a)	$16	(b)	$57
Valuation allowance for                deferred tax assets	246	8	0		49	(c)	205

(a) Amounts principally represent allowances for losses on trade accounts of acquired companies at date of acquisition and, for all periods, includes recoveries of amounts previously charged off.

(b) Charge off of uncollectible accounts.

(c) Write-off, reversal and expiration of certain components of the valuation allowance for deferred tax assets.

EX-10.20

EXHIBIT 10.20

EXECUTIVE MANAGEMENT INCENTIVE PLAN
(Effective January 1, 2000)

SECTION 1. Purpose.

          The purpose of the Executive Management Incentive Plan (the "Plan") is to advance the interest of Coca-Cola Enterprises Inc. (the "Company") by providing senior officers of the Company with incentive to assist the Company in meeting and exceeding its business goals.

SECTION 2. Administration.

          The Plan shall be administered by a Compensation Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board") from among its members and shall be comprised of not fewer than two members who shall be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the regulations thereunder.

          The Committee may, subject to the provisions of the Plan, establish such rules and regulations or take such action as it deems necessary or advisable for the proper administration of the Plan. Each interpretation made or action taken pursuant to the Plan shall be final and conclusive for all purposes and binding upon all persons, including, but not limited to, the Company, the Committee, the Board, the affected Participants (as defined in Section 3), and their respective successors in interest.

          In addition to such other rights of indemnification as they have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against reasonable expenses (including, but not limited to, attorneys' fees) incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act in connection with the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved to the extent required by and in the manner provided by the Certificate of Incorporation or Bylaws of the Company relating to indemnification of directors) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member or members did not act in good faith and in a manner he, she or they reasonably believed to be in or not opposed to the best interest of the Company.

SECTION 3. Eligibility.

          Cash awards ("Awards") may be made under this Plan to persons who are senior officers of the Company and its Subsidiaries ("Participants").

          "Subsidiary" shall mean any corporation or other business organization in which the Company owns, directly or indirectly, 20% or more of the voting stock or capital during any Performance Period.

SECTION 4. Performance Goal Criteria.

          For each calendar year (a "Performance Period") designated by the Committee as a Performance Period for which an Award will be made, the Committee shall establish specific targets for the Company's actual operating income for the Performance Period, as compared to its budgeted operating income ("Budgeted OI") for the Performance Period. Awards under the Plan shall be paid solely on account of the attainment of these targets, which shall be preestablished in accordance with Section 162(m) of the Internal Revenue Code and regulations thereunder. For the purposes of the Plan, operating income is determined in the same manner as set forth in the Company's audited financial statements for the Performance Period, normalized for acquisitions, divestitures and other significant financial events.

SECTION 5. Calculation of Awards.

          The Committee shall establish Award levels, described as percentages by which a Participant's annual base salary shall be multiplied, to determine the amount of an Award payable upon the attainment of specified targets described in Section 4. No Award under the Plan shall exceed 115% percent of a Participant's annual base salary. An Award paid to a Participant shall be calculated using the annual base salary in effect on December 31 of the year for which the Award is made. Notwithstanding the preceding sentence, the annual base salary used to calculate an Award paid to a Participant (under this Section 5 or Section 6) may not exceed such Participant's annual base salary in effect on January 1 of any Performance Period for which the Award is made, increased by 10%.

SECTION 6. Prorated Awards.

          (i) A person hired or promoted into a position identified in Section 3 ("Eligible Position") during a Performance Period shall receive a prorated Award for the period of time the person was employed in an Eligible Position, using the Participant's base salary in effect on December 31 of the Performance Period for which the Award is made.

          (ii) A Participant who is transferred from one Eligible Position to another Eligible Position during a Performance Period shall receive an Award that is prorated for the period of time the Participant was employed within each Eligible Position, using the Participant's annual base salary in effect on December 31 of the Performance Period for which the Award is made.

          (iii) A Participant who is not employed in an Eligible Position on the last day of the Performance Period due to the Participant's transfer to a position with the Company or a Subsidiary that is not an Eligible Position shall receive an Award that is prorated for the period of time the Participant was employed in an Eligible Position, using the Participant's annual salary on the last day that the Participant is employed in that Eligible Position.

          (iv) A Participant whose employment with the Company or any Subsidiary terminates prior to the last day of the Performance Period shall not receive any Award under the Plan unless the reason for such termination was the Participant's death, disability, or retirement.

In the event a Participant terminates on account of such circumstances, the Participant shall receive a prorated Award determined as if the Participant transferred to a position within the Company that is ineligible for participation in the Plan as of the date of such termination.

          (v) For purposes of this Section 6:

                (a) "Retirement" means a Participant's voluntary termination of employment on a date which is on or after the earliest date on which such Participant would be eligible for an immediately payable benefit pursuant to the terms of the defined benefit pension plan sponsored by the Company or a Subsidiary in which the Participant participates. If the Participant does not participate in such a plan, the date shall be determined as if the Participant participated in the Company's defined benefit plan covering the majority of its non-bargaining employees in the United States.

                (b) "Disability" shall be determined according to the definition of "total and permanent disability," in effect at the time of the determination, in the defined benefit plan sponsored by the Company or a Subsidiary in which the Participant participates. If the Participant does not participate in such a plan or such plan does not define "disability," "disability" shall mean the Participant's inability, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician approved of by the Committee, is expected to have a duration of not less than one year.

                (c) "Prorated" means the determination of the amount of an Award for partial participation in a particular Eligible Position, which amount is determined according to the nearest whole number of months in which a Participant was employed in the relevant Eligible Position(s) during the Performance Period for which the Award is made.

                (d) For purposes of this Section 6, a Participant's employment with the Company or any Subsidiary will be deemed not to be a termination of employment if the Participant's reason for termination is due to immediate employment with any other Subsidiary or any Related Company; however, in such event, the Participant shall receive a prorated Award as if the Participant transferred to a position that is not eligible for participation under the Plan. The term "Related Company" shall include The Coca-Cola Company or any corporation or business entity in which The Coca-Cola Company owns, directly or indirectly, 20% or more of the voting stock or capital if (i) such company is a party to an active reciprocity agreement with the Company and (ii) the Company has assented to the Participant's subsequent employment.

SECTION 7. Discretion of the Compensation Committee.

           All Awards shall be made solely on the basis of the performance goals set forth by the Committee pursuant to Section 4 and only in accordance with the standards set forth in Section 5. The Committee shall have no authority to increase the amount of an Award payable to a Participant that would otherwise be due upon the attainment of the performance goal. The Committee shall, however, have the authority to reduce or eliminate any Award under the Plan.

SECTION 8. Committee Certification.

Prior to payment of an Award, the Committee shall certify in writing that the performance targets in Section 4 have, in fact, been satisfied.

SECTION 9. Amendments, Modification and Termination of the Plan.

          The Board or the Committee may terminate the Plan in whole or in part, may suspend the Plan in whole or in part from time to time, and may amend the Plan from time to time to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in the Awards made thereunder that does not constitute the modification of a material term of the Plan. Any such action may be taken without the approval of the share owners unless the Committee determines that the approval of share owners would not be necessary to retain the benefits of Section 162(m) of the Internal Revenue Code.

SECTION 10. Governing Law.

          The Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of Georgia and construed in accordance therewith.

EX-10.21

EXHIBIT 10.21

LONG-TERM INCENTIVE PLAN
(Effective January 1, 2000)

SECTION 1. Purpose.

          The purpose of the Long-Term Incentive Plan (the "Plan") is to advance the interest of Coca-Cola Enterprises Inc. (the "Company") by providing key management and sales employees with incentive to assist the Company in meeting and exceeding its business goals.

SECTION 2. Administration.

          The Plan shall be administered by a Compensation Committee (the "Committee") appointed by the Board of Directors of the Company (the "Board") from among its members and shall be comprised of not fewer than two members who shall be "outside directors" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code")), and the regulations thereunder.

          The Committee may, subject to the provisions of the Plan, establish such rules and regulations or take such action as it deems necessary or advisable for the proper administration of the Plan. Each determination made or action taken pursuant to the Plan, including interpretation of the Plan, shall be final and conclusive for all purposes and upon all persons, including, but not limited to, the Company, the Committee, the Board, officers, the affected Participants (as defined in Section 3), and their respective successors in interest.

          In addition to such other rights of indemnification as they have as directors or as members of the Committee, the members of the Committee shall be indemnified by the Company against reasonable expenses (including, but not limited to, attorneys' fees) incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal, to which they or any of them may be a party by reason of any action taken or failure to act in connection with the Plan, and against all amounts paid by them in settlement thereof (provided such settlement is approved to the extent required by and in the manner provided by the Certificate of Incorporation or Bylaws of the Company relating to indemnification of directors) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Committee member or members did not act in good faith and in a manner he, she or they reasonably believed to be in or not opposed to the best interest of the Company.

SECTION 3. Eligibility.

          Cash awards ("Awards") may be made under this Plan to persons who are officers and managers of the Company and, as such positions are defined by the Compensation Committee, senior staff of the Company and its Subsidiaries

("Participants"). "Subsidiary" shall mean any corporation or other business organization in which the Company owns, directly or indirectly, 20% or more of the voting stock or capital during a Performance Period.

SECTION 4. Performance Goal Criteria.

          Awards made under the Plan shall be paid solely on account of the attainment of specified increases in the Company's return on invested capital ("ROIC") over the period of three consecutive calendar years (the "Performance Period") beginning on January 1 of any year the Compensation Committee designates as the beginning of a Performance Period for which an Award shall be made. The Committee shall preestablish the specific ROIC targets for each Performance Period in accordance with Section 162(m) of the Internal Revenue Code and regulations thereunder. For the purposes of the Plan, ROIC is determined in the same manner as set forth in the Company's audited financial statements for each year of the performance Period, normalized for acquisitions, divestitures and other significant financial events.

SECTION 5. Calculation of the Award.

          The Committee shall establish Award levels, described as percentages by which a Participant's Average Annual Base Salary shall be multiplied, to determine the amount of an Award payable upon the attainment of specified increases in the Company's ROIC. "Average Annual Base Salary" means the average of the base salary in effect on the last day of each year of the three-year Performance Period for which an Award is made. Notwithstanding the preceding, the Average Annual Base Salary used to calculate an Award paid to a Participant (under this Section 5 or Section 6) may not exceed such Participant's annual base salary on the first day of the Performance Period for which the Award is being paid, increased by 33 1/3%. No Award under the Plan shall exceed 160% of a Participant's Average Annual Base Salary.

SECTION 6. Prorated Awards.

          (i) If, after the commencement of a Performance Period, an employee is hired or promoted into a position eligible for participation in the Plan ("Eligible Position"), the employee shall be eligible to receive a prorated Award for the period during which the Participant was employed in an Eligible Position. To calculate the Average Annual Base Salary for a prorated Award, each year's annual base salary shall be prorated based on the period in which the employee was employed in the Eligible Position.

          (ii) If, within a Performance Period, a Participant is transferred from one Eligible Position to another Eligible Position, the Participant's Award shall be prorated for the period of time the Participant was employed within each such position. The base salary in effect on the last day of each year shall be included in the calculation of the Participant's Average Annual Base Salary.

          (iii) If, within a Performance Period, a Participant transfers from an Eligible Position to a position ineligible for participation under the Plan, a prorated Award shall be paid to such Participant for the period of time the Participant was employed within the Eligible Position. The Participant's annual base salary in effect on the last day of the Participant's employment in the Eligible Position shall be included in the calculation of the Participant's Average Annual Base Salary.

          (iv) Prorated Awards under this Section 6 shall not be paid to a Participant whose employment is terminated prior to the last day of the Performance Period unless the reason for such termination was the Participant's death, disability, or retirement (as defined in Section 6). A prorated Award paid to a Participant whose employment is terminated on account of death or disability shall be calculated based on the increase in ROIC as of December 31st of the year preceding the Participant's termination and shall be paid in the year following such Participant's termination of employment. A prorated Award paid to a Participant whose employment is terminated on account of retirement shall be paid in the year following the end of the Performance Period for which the Award is made, and subject to the Committee's discretion described in Section 7, shall be calculated on the basis of the increase in ROIC through the end of the Performance Period. To determine the Average Annual Base Salary to be used in calculating a prorated Award under this Section 6(iv), each year's base salary shall be prorated for the period in which the Participant was employed in an Eligible Position during the Performance Period.

          (v) For purposes of this Section 6:

          (a) "Retirement" means a Participant's voluntary termination of employment on a date which is on or after the earliest date on which such Participant would be eligible for an immediately payable benefit pursuant to the terms of the defined benefit pension plan sponsored by the Company or a Subsidiary in which the Participant participates. If the Participant does not participate in such a plan, the date shall be determined as if the Participant participated in the Company's defined benefit plan covering the majority of its non-bargaining employees in the United States.

          (b) "Disability" shall be determined according to the definition of "total and permanent disability," in effect at the time of the determination, in the defined benefit plan sponsored by the Company or a Subsidiary in which the Participant participates. If the Participant does not participate in such a plan or such plan does not define "disability," "disability" shall mean the Participant's inability, by reason of a medically determinable physical or mental impairment, to engage in any substantial gainful activity, which condition, in the opinion of a physician approved of by the Committee, is expected to have a duration of not less than one year.

           (c) "Prorated" means the determination of the amount of an Award for partial participation in a particular Eligible Position, which amount is determined according to the nearest number of whole months in which the Participant was employed in the relevant Eligible Position(s) during the Performance Period for which the Award is made.

          (d) A Participant's employment with the Company or any Subsidiary will be deemed not to be a termination of employment if the Participant's reason for termination is due to immediate employment with any other Subsidiary or any Related Company; however, in such event, the Participant's Award shall be subject to proration as if the Participant transferred to a position within the Company that is ineligible for participation in the Plan. The term "Related Company" shall include The Coca-Cola Company or any corporation or business entity in which The Coca-Cola Company owns, directly or indirectly, 20% or more of the voting stock or capital if (i) such company is a party to an active reciprocity agreement with the Company and (ii) the Company has assented to the Participant's subsequent employment.

SECTION 7. Discretion of the Compensation Committee.

          All Awards shall be made solely on the basis of the performance goals set forth by the Committee pursuant to Section 4 and only in accordance with the standards set forth in Section 5. The Committee shall have no authority to increase the amount of an Award payable to a Participant that would otherwise be due upon the attainment of the performance goal. The Committee shall, however, have the authority to reduce or eliminate any Award under the Plan.

SECTION 8. Committee Certification.

          Prior to payment of an Award, the Committee shall certify in writing that the performance targets described in Section 4 have, in fact, been satisfied.

SECTION 9. Amendments, Modification and Termination of the Plan.

          The Board or the Committee may terminate the Plan in whole or in part, may suspend the Plan in whole or in part from time to time, and may amend the Plan from time to time to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in the Awards made thereunder that does not constitute the modification of a material term of the Plan. Such action may be taken without the approval of the share owners of the Company unless the Committee determines that the approval of share owners would not be necessary to retain the benefits of Section 162(m) of the Internal Revenue Code.

SECTION 10. Governing Law.

          The Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of Georgia and construed in accordance therewith.

EX-10.30

EXHIBIT 10.30

SUPPLEMENTAL AGREEMENT
TO THE BOTTLER'S AGREEMENT

This Supplemental Agreement (the "Supplemental Agreement") is entered into with effect from October 6, 2000, by and among The Coca-Cola Company and The Coca-Cola Export Corporation (hereinafter collectively or severally referred to as the "Company") and Bottling Holdings (Netherlands) B.V., Coca-Cola Enterprises Belgium, Coca-Cola Entreprise,
Coca-Cola Enterprises Nederland B.V., Coca-Cola Enterprises Limited and La Societe de Boissons Gazeuses de la Cote d'Azur, S.A. (hereinafter collectively or severally referred to as the "Bottler(s)"),

WHEREAS, each Bottler has entered into a Bottler's Agreement with the Company effective July 26, 1996 except that the Bottler's Agreement between, Coca-Cola Enterprises Limited and the Company is effective February 10, 1997, the Bottler's Agreement between Bottling Holdings (Netherlands) B.V. and the Company is effective October 6, 2000 and the Bottler's Agreement between La Societe de Boissons Gazeuses de la Cote d'Azur, S.A. and the Company is effective May 1, 1992 (hereinafter collectively or severally referred to as the "Bottler's Agreement(s)") concerning the preparation, packaging, distribution and sale of certain non-alcoholic beverages under trademarks owned by The Coca-Cola Company (hereinafter referred to as the "Beverages") packaged in containers authorized in the Bottler's Agreements by The Coca-Cola Company (hereinafter referred to as "Authorized Containers") and covering a territory particularly described in each Bottler's Agreement (hereinafter collectively or severally referred to as the "Territory(ies)");

WHEREAS, in an effort to maximize the beverage production and distribution efficiencies of their respective industrial and commercial facilities, the Bottlers desire to have the flexibility to: (1) exercise the production and/or distribution rights under their Bottler's Agreement in the Territory(ies) covered by any one or more of the other Bottler's Agreement(s); (2) exercise, in their respective Territory, the production and/or distribution rights under any one or more of the other Bottler's Agreement(s); and (3) allow each Bottler to have any other Bottler manufacture, for the requesting Bottler, Beverages in Authorized Containers listed in its respective Bottler's Agreement;

WHEREAS, subject to the terms of this Supplemental Agreement, the Company is desirous to authorize each Bottler to prepare and package and/or distribute and sell the Beverages in the Territory(ies);

NOW, THEREFORE:

1.	In addition to the rights granted to each Bottler under Clause I of each Bottler's Agreement to prepare, package, distribute and sell the Beverages in Authorized Containers in and throughout a specific Territory, each Bottler is hereby authorized to: a) prepare and package and/or sell or distribute the Authorized Containers throughout any one or more of the Territory(ies); b) prepare and package and/or sell or distribute, in its respective Territory, the Authorized Containers listed under any one or more of the other Bottler's Agreement(s); and c) have any other Bottler manufacture for the requesting Bottler Beverages authorized under the requesting Bottler's Bottler's Agreement.
2.	Notwithstanding the provisions under 1) above, each Bottler shall, throughout the duration of this Supplemental Agreement, be primarily responsible to the Company for fulfilling all of its obligations under the Bottlers Agreement it has entered into with the Company, including but not limited to its obligation to prepare and present to the Company once in each calendar year, a program (the "Annual Program") which shall include but shall not be limited to the marketing, management, financial, promotional and advertising plans of the Bottler showing in detail the activities contemplated for the ensuing twelve-month period or such other period as the Company may prescribe, and which shall be acceptable to the Company as to form and substance. The Bottler shall continue to prosecute diligently such Annual Program and shall report quarterly or at such other intervals as the Company may request in connection with the implementation of the Annual Program. The Bottler shall also report on a monthly basis, or at such other intervals as the Company may request, to the Company, sales of each of the Beverages in each of the Territories and in such detail and containing such information as may be requested by the Company.
3.	In addition, notwithstanding the provision under 1) above, no Bottler shall be engaged in production, packaging, sale or distribution activities in any of the other Bottlers' Territories (i) at the expense of neglecting the development of the Company's Beverages in the Territory defined in the Bottlers Agreement it has entered into with the Company, and (ii) unless its obligations under the Bottler's Agreement it has entered into with the Company are fulfilled to the satisfaction of the Company.
4.	Notwithstanding the foregoing, no Bottler shall initiate the production, packaging, sale or distribution of any Beverage or any Authorized Container in any Territory, which at such time is not produced, packaged, sold or distributed within that Territory, without the-prior express agreement on a customer and consumer program acceptable to the Company or its designated entity, for the Beverage or Authorized Container in question.
5.	Each Bottler shall comply with all applicable laws and regulations in effect in any Territory where it produces, packages, sells or distributes the Beverages.
6.	It is the desire of the parties that this Supplemental Agreement remain in force for the duration of the Bottlers Agreement(s). However, the system of operation authorized under this Supplemental Agreement is a new concept which has not been implemented by the Company with independent entities before. It is therefore possible that unforeseen difficulties may arise in its application. The Company therefore retains the rights to (i) withdraw selectively the authorization of any of the Bottlers to operate in the Territories of the others; or (ii) terminate this Supplemental Agreement at any time during its validity by giving the Bottlers ninety (90) days' prior written notice of its intention to terminate.
7.	This Supplemental Agreement shall be interpreted, construed and governed by and in accordance with the laws of Belgium. Any dispute arising hereunder shall be referred to the courts of Brussels.
8.	This Supplemental Agreement supersedes any previous agreements entered into among the Company and the Bottlers in connection with the subject matter herein.

Except as herein modified, the Bottler's Agreements and all of their stipulations, covenants, agreements, terms, conditions and provisions shall remain in full force and effect.

IN WITNESS WHEREOF, The Coca-Cola Company, The Coca-Cola Export Corporation, Bottling Holdings (Netherlands) B.V., Coca-Cola Enterprises Belgium, Coca-Cola Entreprise, Coca-Cola Enterprises Nederland B.V., Coca-Cola Enterprises Limited and La Societe de Boissons Gazeuses de la cote d'Azur, S.A. have caused this Supplemental Agreement to be signed and acknowledged by their duly qualified representative.

THE COCA-COLA COMPANY	THE COCA-COLA EXPORT CORPORATION
By: S/ DAVID M. TAGGART	By: S/ WILLIAM J. DAVIS
Authorized Representative	Authorized Representative
Date: OCT 06 2000	Date: OCT 06 2000
BOTTLING HOLDINGS	COCA-COLA ENTERPRISES BELGIUM
(NETHERLANDS), B.V.
	By: S/ FRANK GOVAERTS
By: S/ GRAY MCCALLEY	Authorized Representative
Authorized Representative	Date: OCT 06 2000
Date: OCT 06 2000
COCA-COLA ENTREPRISE	COCA-COLA ENTERPRISES NEDERLAND B.V.
By: S/ D. REINICHE	By: S/ FRANK GOVAERTS
Authorized Representative	Authorized Representative
Date: OCT 06 2000	Date: OCT 06 2000
COCA-COLA ENTERPRISES LIMITED	LA SOCIETE DE BOISSONS GAZEUSES DE LA COTE
	D'AZUR, S.A.
By: S/ GRAY MCCALLEY
Authorized Representative	By: S/ DANIEL JAN
Date: OCT 06 2000	Authorized Representative
	Date: OCT 06 2000

EX-12

EXHIBIT 12

COCA-COLA ENTERPRISES INC.

COMPUTATIONS OF RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(In millions except ratios)

			Fiscal Year
			2000		1999		1998		1997		1996
Computation of Earnings:
	Earnings (loss) from continuing operations before income taxes		$	333	$	88	$	169	$	178	$	194
	Add:
		Interest expense		777		726		706		532		332
		Amortization of capitalized interest		2		2		2		2		2
		Amortization of debt premium/discount and expenses		20		29		27		25		23
		Interest portion of rent expense		24		27		28		27		12
Earnings as Adjusted			$	1,156	$	872	$	932	$	764	$	563
Computation of Fixed Charges:
		Interest expense	$	777	$	726	$	706	$	532	$	332
		Capitalized interest		2		2		7		2		2
		Amortization of debt premium/discount and expenses		20		29		27		25		23
		Interest portion of rent expense		24		27		28		27		12
Fixed Charges				823		784		768		586		369
Preferred Stock Dividends (a)				5		6		2		2		13
Combined Fixed Charges and Preferred Stock Dividends			$	828	$	790	$	770	$	588	$	382
Ratio of Earnings to Fixed Charges (b)				1.40		1.11		1.21		1.30		1.53
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (b)				1.40		1.10		1.21		1.30		1.47

(a)	Preferred stock dividends have been increased to an amount representing the pretax earnings which would be required to cover such dividend requirements.
(b)	Ratios were calculated prior to rounding to millions.

EX-13

EXHIBIT 13

Coca-Cola Enterprises Inc.

2000 MANAGEMENT’S

Financial Review

MORE FOCUS ON RELATIONSHIPS

Our primary objective is to deliver a superior investment return to our shareowners through sustainable, profitable, long-term per capita consumption growth. Achieving this objective requires the creation of local approaches to building brand equity. Future growth is dependent on our ability to build on existing relationships with local customers and an understanding of local consumer needs with a strong commitment to superior marketplace execution. Our ability to act quickly and effectively in the marketplace in response to the needs of our customers and consumers is the hallmark of the Company and sets us apart from the competition.

     Our decentralized operating structure empowers employees to create the best approach to sales initiatives and opportunities, neighborhood by neighborhood, store by store. Our customers and consumers benefit from the local value-based promotions and jointly developed marketing initiatives we have with The Coca-Cola Company. This partnership with The Coca-Cola Company is a key component in our winning formula, giving us the benefit of a national marketing presence that effectively complements our local promotions.

MORE FOCUS ON MARKETING

Our marketing initiatives for 2001 include (i) more new products and packaging, (ii) new national media that promote our core brands, and (iii) innovative marketing strategies that take advantage of our relationship with local customers and The Coca-Cola Company.

     New products and brands to be introduced in 2001 include Minute Maid lemonade, the energy drink KMX, the coffee-flavored products of Planet Java, and the reintroduction of Fanta flavors. Expanded multi-pack can and PET packaging will provide greater variety to consumers throughout 2001. Dasani packaging will expand to include sports bottles, 12-ounce packaging, and numerous multi-pack configurations developed for each local market.

     New national advertising is planned by The Coca-Cola Company for three of our most important products, Coca-Cola classic, Sprite, and diet Coke. In addition to these new initiatives, we will continue to focus on community-based marketing efforts, ensuring that we market our products in ways that are relevant to local customers and communities. By developing new packaging, brands, and promotions that meet the needs of our consumers, we will create excitement, enhance profitability, and deliver more value to our customers, consumers, and shareowners.

MORE AVAILABILITY AND PROFIT

Our long-term focus on developing profitability in all channels of the business requires continued human and capital investment in our North American and European territories. The Company is committed to continued investments in equipment that increase the availability of high-margin packages.

     In 2000, we generated more than 10,000 new cold drink placements a month in North America. These cold drink placements are essential to our brand-building efforts, allowing us to expose consumers to our products in every location, for every need. The immediate consumption volume generated in venders provides three times the gross profit of future consumption volume.

     We are confident in the ability of our people to leverage continued profitable equipment and infrastructure investments to expand product availability, driving per capita consumption. Continued investment in cold drink equipment accelerates our ability to deliver consistent, long-term growth and to maximize long-term shareowner value.

22 COCA-COLA ENTERPRISES INC.

OUTLOOK FOR 2001

In 2001, we will continue to focus on building brand equity and creating value for the Company and our customers by accelerating the introduction of new packages and brands, expanding the availability of our existing brands, and improving our national and local marketing programs. Our 2000 volume performance in North America was impacted by continued consumer reaction to higher prices in supermarkets and other future consumption channels of our business. As consumers respond to more moderate price increases and our local brand equity building programs, we believe volume growth will improve in 2001.

     Market conditions in Great Britain will continue affecting profitability in 2001, lowering consolidated comparable cash operating growth for 2001 to 6%-7% over comparable 2000 results. Based on present estimates for amortization, depreciation, and interest expense, we expect comparable 2001 net income, excluding the effects of currency translations, to grow in a range of 15%-22% per diluted common share.

     Our projections are based on consolidated physical case volume growth of 3%-5% for 2001. We expect our growth in North America to consist of increases in Dasani volume, cold drink channel volume increases, and new packaging and brand innovation. We expect a greater variety of packages to be effective in adding convenience and versatility for our consumers.

     We continue to expect increased growth and profitability in the cold drink channel from our infrastructure investment programs. Funding from The Coca-Cola Company for these programs is expected to decrease by approximately $60 million in 2001 as compared to 2000. While the majority of our total funding from The Coca-Cola Company is volume based, the actual amount of funding will depend on programs that may be developed during the year. Our projections also include the anticipated impact of a concentrate price increase from The Coca-Cola Company for carbonated beverages of 2 1/2% in North America and 3 1/2% in Europe.

CAPITAL SPENDING

In 2000, capital spending was slightly less than $1.2 billion and for 2001 is expected to approximate $1.1 billion. We plan to invest approximately 45% of our capital spending in cold drink channels. We believe continued investments in cold drink will enable the Company to expand the availability of carbonated beverages and increase distribution of our increasingly popular non-carbonated brands in higher-margin channels. Spending for plant and production facilities, fleet, and information technology will comprise the remaining 55% of our 2001 capital expenditures.

COCA-COLA ENTERPRISES INC.  23

2000 MANAGEMENT’S
                     Financial Review

Coca-Cola Enterprises Inc.

OPERATIONS REVIEW 2000
CASH OPERATING PROFIT

Full-year 2000 cash operating profit, or net income before deducting interest, taxes, depreciation, amortization, and other nonoperating items, increased to almost $2.39 billion, 9% above reported 1999 results. The impact of currency translations reduced our full-year 2000 cash operating profit growth by more than 2%.

Results adjusted to a comparable basis provide a better indication of current operating trends because of the costs associated with the European product recall in 1999 and several nonrecurring items affecting the financial statements in 2000. The following table adjusts cash operating profit for the effects of nonrecurring items (in millions):

	YEAR ENDED DECEMBER 31,
	2000	1999		Change
Reported Cash Operating Profit	$2,387		$2,187	9%
Great Britain Restructuring	12		–
European Recall	(20	)	103
Comparable Cash Operating Profit	$2,379		$2,290	4%

     The items affecting comparability in 2000 consisted of a $12 million nonrecurring charge for the restructuring of operations in Great Britain and the collection of $20 million of insurance proceeds related to the 1999 European product recall. Both of these amounts are included in selling, delivery, and administrative expenses. The Company incurred approximately $103 million of nonrecurring costs in 1999 in connection with the recall, of which approximately $91 million was expensed in cost of sales with the remaining amount included in selling, delivery, and administrative expenses.

      “Comparable” results as defined are not adjusted for the impact of differences in foreign currency exchange rates between 2000 and 1999.

      Comparable cash operating profit as a percentage of revenues for each period follows:

	YEAR ENDED DECEMBER 31,
		2000	1999
Cash Operating Profit Margin		16.13%	15.90%

     Comparable cash operating profit grew 4% above 1999 performance, primarily as a result of a 6% increase in North American revenues per case offset by a 5% increase in our per case cost of sales. The improved margins reflect our commitment to improving returns in our cold drink channels and future consumption channels in North America.

     In the opinion of management, cash operating profit is one of the key standards for measuring our operating performance. Cash operating profit is used by management as an additional indicator of operating performance and not as a replacement of measures such as cash flows from operating activities and operating income as defined and required by accounting principles generally accepted in the United States.

OPERATING INCOME
In 2000, operating income increased to $1,126 million from $839 million in 1999. The following table adjusts operating income for the effects of nonrecurring items (in millions):

	YEAR ENDED DECEMBER 31,
	2000		1999	Change
Reported Operating Income	$1,126		$839	34%
Great Britain Restructuring	12		–
European Recall	(20	)	103
Comparable Operating Income	$1,118		$942	19%

     The 19% increase in comparable operating income is due primarily to our revisions to the depreciable lives of certain classes of fixed assets and vehicle salvage values at the beginning of 2000.

      In 1999, we completed a comprehensive analysis to evaluate long-lived assets and the effects of our capital management programs. Our analysis concluded that the estimated useful lives and salvage values of certain fixed assets, principally cold drink equipment and vehicles, should be adjusted to better reflect the periodic reduction in value of these assets.

      In response to the findings of our analysis, the Company revised the depreciable lives of certain classes of fixed assets and vehicle salvage values effective for existing assets and purchases beginning January 1, 2000. These revised estimates resulted in a reduction in annual depreciation expense for 2000 of approximately $161 million, or $0.23 per diluted share after tax.

24 COCA-COLA ENTERPRISES INC.

CONSOLIDATED
           Statements of Income

Coca-Cola Enterprises Inc.

	YEAR ENDED DECEMBER 31,
(IN MILLIONS EXCEPT PER SHARE DATA)		2000		1999		1998
Net Operating Revenues	$	14,750	$	14,406	$	13,414
Cost of sales (purchases from The Coca-Cola Company – $4,258, $4,072,      and $3,697, respectively)		9,083		9,015		8,391
Gross Profit		5,667		5,391		5,023
Selling,delivery, and administrative expenses		4,541		4,552		4,154
Operating Income		1,126		839		869
Interest expense, net		791		751		701
Other nonoperating expense (income), net		2		–		(1	)
Income Before Income Taxes		333		88		169
Income tax expense		97		29		27
Net Income		236		59		142
Preferred stock dividends		3		3		1
Net Income Applicable to Common Shareowners	$	233	$	56	$	141
Basic Net Income Per Share Applicable to Common Shareowners	$	0.56	$	0.13	$	0.36
Diluted Net Income Per Share Applicable to Common Shareowners	$	0.54	$	0.13	$	0.35

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

NET OPERATING REVENUES AND COST OF SALES
In 2000, net operating revenues increased 2% to $14.75 billion, reflecting the success of our pricing initiatives and volume growth in Europe, offset by lower volume in our North American future consumption channels and the effects of foreign currency translations.

			Currency
	Reported	Comparable	Neutral
FULL-YEAR 2000	Change	Change	Comparable
Net Bottle and Can
Revenues per Case:
Consolidated	2%	2%	5%
North America	6%	6%	6%
Europe	(9 1 /2 )%	(9 1 /2 )%	–
Bottle and Can
Cost of Sales per Case:
Consolidated	1 /2 %	1 1 /2 %	4 1 /2 %
North America	5%	5%	5%
Europe	(12)%	(8)%	2%

     Bottle and can net revenues per physical case increased by 2% on a reported basis in 2000. Excluding the impact of currency translations, these net revenues per case grew 5% for the year. This 5% increase is comprised of a 6% increase in North America with no change in Europe. The growth throughout the year reflected our higher pricing and favorable product, package, and channel mix shifts, which were significantly offset by pricing pressures in Great Britain.

     The increase in cost of sales per case for 2000 reflects ingredient cost increases offset by the impact of currency exchange rates. Cost of sales per case increased 4 1/2% on a currency neutral basis in 2000. The cost of concentrate purchases from The Coca-Cola Company increased a currency neutral weighted average of 5% for the year.

VOLUME
Comparable volume results are adjusted to include the same number of fiscal days in 1999 as 2000.

	Reported	Comparable
FULL-YEAR 2000	Change	Change
Physical Case Bottle and Can Volume:
Consolidated	1 /2 %	1 /2 %
North America	(1)%	<(1)%
Europe	6%	5%

     The consolidated increase in volume reflects slight increases in Coca-Cola classic and diet Coke and strong growth in Dasani and Minute Maid juices offset by decreases in Sprite, Surge, and Citra. On a physical case basis, North America represented 76% and 78% of the Company’s 2000 and 1999 volume, respectively. Comparable North American volume in 2000 decreased by less than 1%, primarily reflecting decreases in multi-pack can volume in the future consumption channels offset by increases in cold drink channel sales of 5%.

COCA-COLA ENTERPRISES INC. 25

2000 MANAGEMENT’S

Financial Review

Coca-Cola Enterprises Inc.

SELLING, DELIVERY, AND ADMINISTRATIVE EXPENSES

Consolidated selling, delivery, and administrative expenses decreased slightly in 2000 compared to 1999. The decrease resulted primarily from the effects of foreign currency translations and a reduction in depreciation as a result of the Company’s revisions to depreciable lives at the beginning of 2000 offset by declines in infrastructure funding from The Coca-Cola Company.

INTEREST EXPENSE

In 2000, interest expense increased 5% over reported 1999 interest, reflecting a slightly higher weighted average cost of debt and a higher average debt balance, primarily a result of capital spending, offset by favorable foreign currency exchange rates. On a currency neutral basis, interest expense increased more than 6%. The weighted average cost of debt was 6.8% for 2000 and 6.6% for 1999. At the end of 2000, 22% of the Company’s debt portfolio was comprised of floating-rate debt with the remainder at fixed rates.

INCOME TAX EXPENSE

The Company’s effective tax rate for 2000 was 29%, including the impact of a $14 million nonrecurring reduction of income tax expense in the fourth quarter of 2000. The reduction was due to a revaluation of income tax liabilities and an income tax rate reduction in France. Excluding the impact of this reduction, the Company’s effective tax rate would have been 33%. The Company’s effective tax rate reflects the beneficial tax impact of certain international operations.

PER SHARE DATA

In 2000, the Company generated basic net income from operations of $0.56 per share and diluted net income from operations of $0.54 per share as compared to reported 1999 basic and diluted net income per share of $0.13. The following table illustrates the impact of nonrecurring items on diluted net income per share in 2000 and 1999:

FULL-YEAR	2000			1999
Reported Diluted Net Income per Share	$	0.54		$	0.13
Nonrecurring Items	(0.04		)		0.16
Adjusted Diluted Net Income per Share	$	0.50		$	0.29

     In addition, assuming the revisions in the depreciable lives of certain equipment categories were adopted in 1999 and resulted in a similar percentage benefit as 2000, net income in 1999 would have been approximately $0.21 per diluted share higher.

     In 2000, the Company repurchased approximately 6.6 million shares of common stock for an aggregate cost of $124 million under its share repurchase program. Through 2000, the Company has repurchased approximately 26 million shares under the 30 million share repurchase program approved by the Company’s Board of Directors in 1996. In October 2000, the Company’s Board of Directors approved a new 30 million share repurchase program that will become effective at the conclusion of the current program.

CASH FLOW AND LIQUIDITY REVIEW 2000

CAPITAL RESOURCES

Our sources of capital include, but are not limited to, cash flows from operations, the issuance of public or private placement debt, bank borrowings, and the issuance of equity securities. We believe that available short-term and long-term capital resources are sufficient to fund our capital expenditure and working capital requirements, scheduled debt payments, interest and income tax obligations, dividends to our shareowners, acquisitions, and share repurchases.

     For long-term financing needs, we had available at December 31, 2000 (i) $2.7 billion in registered debt securities for issuance under a registration statement with the Securities and Exchange Commission, (ii) $0.5 billion in debt securities under a Euro Medium Term Note Program, and (iii) $0.6 billion in debt securities under a Canadian Medium Term Note Program.

     We satisfy seasonal working capital needs and other financing requirements with bank borrowings and short-term borrowings under our commercial paper program and other credit facilities. At December 31, 2000, we had approximately $2.7 billion available for future borrowings under these facilities. We intend to continue refinancing borrowings under our commercial paper programs and our short-term credit facilities with longer-term fixed and floating rate financings.

     Our sources of capital allow us the financial flexibility to execute our capital spending plan, to complete acquisitions, improve our rates of return, and increase shareowner value over the long term.

SUMMARY OF CASH ACTIVITIES

The Company’s principal sources of cash consisted of those derived from operations of $1.5 billion and proceeds from the issuance of debt aggregating $1.4 billion. The Company’s primary uses of cash were capital expenditures totaling $1.2 billion, long-term debt repayments and decreases in commercial paper totaling $1.3 billion, and share repurchases for treasury of $124 million.

26 COCA-COLA ENTERPRISES INC.

CONSOLIDATED

Statements of Cash Flows

Coca-Cola Enterprises Inc.

	YEAR ENDED DECEMBER 31,
(IN MILLIONS)		2000			1999			1998
Cash Flows From Operating Activities
Net income	$	236		$	59		$	142
Adjustments to reconcile net income to net cash derived from operating activities:
Depreciation		810			899			725
Amortization		451			449			395
Deferred income tax benefit		(3	)		(74	)		(33	)
Changes in assets and liabilities, net of effects from acquisitions of bottling operations:
Trade accounts and other receivables		21			51			(259	)
Inventories		67			(80	)		(50	)
Prepaid expenses and other assets		6			(53	)		(58	)
Accounts payable and accrued expenses		(68	)		10			133
Other		(51	)		141			(49	)
Net cash derived from operating activities		1,469			1,402			946
Cash Flows From Investing Activities
Investments in capital assets		(1,181	)	(1,480		)	(1,551		)
Fixed asset disposals		34			9			17
Cash investments in bottling operations, net of cash acquired		(54	)		(111	)		(221	)
Other investing activities		(50	)		(146	)		(86	)
Net cash used in investing activities		(1,251	)	(1,728		)	(1,841		)
Cash Flows From Financing Activities
Net (decrease) increase in commercial paper		(515	)		(23	)		814
Issuance of long-term debt		1,355			1,969			4,194
Payments on long-term debt		(826	)	(1,512		)	(3,573		)
Stock purchases for treasury		(124	)		(81	)		(455	)
Cash dividend payments on common and preferred stock		(70	)		(70	)		(58	)
Exercise of employee stock options		9			16			23
Cash received (paid) on currency hedges		106			100			(27	)
Net cash (used in) derived from financing activities		(65	)		399			918
Net Increase in Cash and Cash Investments		153			73			23
Cash and cash investments at beginning of year		141			68			45
Cash and Cash Investments at End of Year	$	294		$	141		$	68
Supplemental Noncash Investing and Financing Activities
Investments in bottling operations:
Fair values of assets acquired	$	54		$	1,206		$	2,697
Debt issued and assumed		–			(115	)		(516	)
Other liabilities assumed		–			(379	)	(1,019		)
Equity issued		–			(601	)		(941	)
Cash paid, net of cash acquired	$	54		$	111		$	221
Cash paid during the year for:
Interest (net of capitalized amounts)	$	758		$	722		$	658
Income taxes	$	101		$	31		$	59

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

COCA-COLA ENTERPRISES INC.  27

2000 MANAGEMENT’S

Financial Review

Coca-Cola Enterprises Inc.

Operating Activities: Cash flows from operating activities in 2000 resulted from the favorable operating performance discussed earlier.

Investing Activities: The Company’s continued capital investments in infrastructure and the acquisition of bottling operations resulted in net cash used in investing activities of approximately $1.2 billion.

     In 2000, the Company acquired bottlers in North America for a total purchase price of approximately $54 million. Since the Company’s inception, we have acquired numerous bottling companies in North America and western Europe for a total cost of approximately $13.2 billion.

Financing Activities:During 2000, the Company issued $808 million in Notes due 2001–2007 with a weighted average interest rate of 5.9% and $245 million in Notes due 2001–2002 with a weighted average interest rate of 6.2% under its Euro Medium Term Note Program and its Canadian Medium Term Note Program, respectively. Cash received on currency hedges of $106 million in 2000 resulted from settlements of currency swap agreements, including hedges on net investments in international subsidiaries.

FINANCIAL POSITION 2000

ASSETS

Overall, the decrease in total assets other than property, plant, and equipment from December 31, 1999, to December 31, 2000, was primarily attributable to 2000 franchise amortization and foreign currency translations. The increase in property, plant, and equipment resulted from 2000 capital expenditures of approximately $1.2 billion partially offset by the impact of depreciation expense and foreign currency translations.

LIABILITIES AND EQUITY

The net decreases in long-term debt and deferred income taxes resulted primarily from the impact of foreign currency translations.

     In 2000, activities in currency markets resulted in a $147 million adjustment to the Company’s accumulated other comprehensive income (loss). This amount consists of approximately $270 million in foreign currency translation adjustments offset by the benefit of net investment hedges of $123 million.

INTEREST RATE AND CURRENCY RISK MANAGEMENT

Interest Rates: Interest rate risk is present with both fixed and floating rate debt. The Company is also exposed to interest rate risks in international currencies because of the Company’s intent to finance the purchase and cash flow requirements of its international subsidiaries with local borrowings. Interest rates in these markets typically differ from those in the United States. We use interest rate swap agreements and other risk management instruments to manage our fixed/floating debt profile.

       Interest rate swap agreements generally involve exchanges of interest payments based on fixed and floating interest rates without exchanges of underlying face (notional) amounts of the designated hedges. We continually evaluate the credit quality of counterparties to interest rate swap agreements and other risk management instruments and do not believe there is a significant risk of nonperformance by any of the counterparties.

     As a result of the Company’s use of floating rate debt, if market interest rates are 1% higher or lower in 2001 than the rates at December 31, 2000, interest expense for 2001 would change by $26 million. Comparatively, if market interest rates had averaged 1% more in 2000 than the rates at December 31, 1999, interest expense for 2000 would have increased by $28 million. These amounts were determined by calculating the effect of the hypothetical interest rate on our floating rate debt, after giving consideration to our interest rate swap agreements and other risk management instruments. These amounts do not include the effects of certain potential results of changing interest rates, such as a different level of overall economic activity or other actions management may take to mitigate this risk. Furthermore, this sensitivity analysis does not assume changes in our financial structure.

Currency: Our European operations represented approximately 21% of consolidated long-lived assets and approximately 24% of consolidated net operating revenues for 2000. Because of our international operations, we are exposed to translation risk when the local currency statements of operations are translated into U.S. dollars. As currency exchange rates fluctuate, translation of the statements of operations of international businesses into U.S. dollars will affect comparability of revenues and expenses between years. We hedge a significant portion of our net investments in international subsidiaries by financing the purchase and cash flow requirements of international subsidiaries through local currency borrowings. The Company’s revenues are denominated in each international subsidiary’s local currency; thus, the Company is not exposed to currency transaction risk on its revenues.

     The Company is exposed to currency transaction risk on certain purchases of raw materials made and other obligations assumed by its international subsidiaries.

28 COCA-COLA ENTERPRISES INC.

CONSOLIDATED

Balance Sheets

Coca-Cola Enterprises Inc.

	DECEMBER 31,
(IN MILLIONS EXCEPT SHARE DATA)		2000			1999
ASSETS
Current
Cash and cash investments, at cost approximating market	$	294		$	141
Trade accounts receivable, less allowance reserves of $62 in each year		1,297			1,347
Amounts receivable from The Coca-Cola Company, net		47			18
Inventories:
Finished goods		408			403
Raw materials and supplies		194			266
		602			669
Current deferred income tax assets		116			125
Prepaid expenses and other current assets		275			281
Total Current Assets		2,631			2,581
Property, Plant, and Equipment
Land		364			359
Buildings and improvements		1,470			1,371
Machinery and equipment		7,704			7,210
		9,538			8,940
Less allowances for depreciation		4,059			3,595
		5,479			5,345
Construction in progress		304			249
Net Property, Plant, and Equipment		5,783			5,594
Franchises and Other Noncurrent Assets, Net		13,748			14,555
	$	22,162		$	22,730
LIABILITIES AND SHAREOWNERS’ EQUITY
Current
Accounts payable and accrued expenses	$	2,321		$	2,389
Current portion of long-term debt		773			1,225
Total Current Liabilities		3,094			3,614
Long-Term Debt, Less Current Maturities		10,348			10,153
Retirement and Insurance Programs and Other Long-Term      Obligations		1,112			1,088
Long-Term Deferred Income Tax Liabilities		4,774			4,951
Shareowners’ Equity
Preferred stock		44			47
Common stock, $1 par value – Authorized – 1,000,000,000 shares;
Issued – 449,730,126 and 448,467,105 shares, respectively		450			448
Additional paid-in capital		2,673			2,667
Reinvested earnings		613			447
Accumulated other comprehensive income (loss)		(230	)		(74	)
Common stock in treasury, at cost – 31,661,536 and 27,149,854      shares, respectively		(716	)		(611	)
Total Shareowners’ Equity		2,834			2,924
	$	22,162		$	22,730

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

We currently use currency forward agreements to hedge a certain portion of the aforementioned raw material purchases. The notional amount outstanding at December 31, 2000 for currency forward exchange agreements was $104 million. These forward contracts are scheduled to expire in 2001.

For the years ended December 31, 2000 and 1999, the result of a hypothetical 10% adverse movement in foreign exchange rates applied to the hedging agreements and underlying exposures described above would not have a material effect on our earnings on an annual basis.

COCA-COLA ENTERPRISES INC.  29

CONSOLIDATED

Statements of Shareowners’ Equity

Coca-Cola Enterprises Inc.

		YEAR ENDED DECEMBER 31,
(IN MILLIONS EXCEPT PER SHARE DATA)		2000		1999		1998
Preferred Stock
Balance at beginning of year	$	47	$	49	$	–
Issuance of shares to effect acquisitions		–		–		49
Conversion of preferred stock to common stock		(3	)	(2	)	–
Balance at end of year		44		47		49
Common Stock
Balance at beginning of year		448		446		443
Exercise of employee stock options		2		2		3
Balance at end of year		450		448		446
Additional Paid-In Capital
Balance at beginning of year		2,667	2,190			1,364
Issuance of stock under deferred compensation plans		(18	)	(2	)	–
Expense amortization of management stock performance awards		9		10		13
Exercise of employee stock options		7		14		20
Tax effect of management stock performance awards		7		21		31
Conversion of preferred stock to common stock		2		1		–
Conversion of executive deferred compensation to equity		3		3		5
Issuance of shares to effect acquisitions		–		430		757
Other changes		(4	)	–		–
Balance at end of year		2,673	2,667			2,190
Reinvested Earnings
Balance at beginning of year		447		458		374
Dividends on common stock (per share – $0.16 in 2000,
$ 0.16 in 1999, and $0.13 in 1998)		(67	)	(67	)	(57	)
Dividends on preferred stock		(3	)	(3	)	(1	)
Net income		236		59		142
Balance at end of year		613		447		458
Treasury Stock
Balance at beginning of year		(611	)	(703	)	(383	)
Issuance of stock under deferred compensation plans		18		2		–
Purchase of common stock for treasury		(124	)	(81	)	(455	)
Issuance of shares to effect acquisitions		–		171		135
Conversion of preferred stock to common stock		1		–		–
Balance at end of year		(716	)	(611	)	(703	)
Accumulated Other Comprehensive Income (Loss)
Balance at beginning of year		(74	)	(2	)	(16	)
Currency translations, net of tax		(147	)	(66	)	21
Unrealized losses on securities, net of tax		(4	)	(6	)	–
Minimum pension liability adjustment, net of tax		(5	)	–		(7	)
Net other comprehensive income adjustments		(156	)	(72	)	14
Balance at end of year		(230	)	(74	)	(2	)
Total Shareowners’ Equity	$	2,834	$	2,924	$	2,438
Comprehensive Income (Loss)
Net income	$	236	$	59	$	142
Net other comprehensive income adjustments		(156	)	(72	)	14
Total comprehensive income (loss)	$	80	$	(13	)           $	156

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

30 COCA-COLA ENTERPRISES INC.

2000 MANAGEMENT’S

Financial Review

Coca-Cola Enterprises Inc.

CURRENT TRENDS AND UNCERTAINTIES

EURO CURRENCY CONVERSIONS

On January 1, 1999, 11 of the 15 Member States of the European Union established fixed conversion rates between existing currencies and the European Union’s common currency (“euro”). The Company conducts business in several of these Member States, and in one (the United Kingdom) that chose not to participate. The transition period for the introduction of the euro for the participating countries is January 1, 1999, through January 1, 2002, and by July 1, 2002, all national currencies for the participating countries will be replaced by the euro.

     We have established a multifunctional task force engaged to address the issues involved with the introduction of the euro. The issues facing the Company include converting information technology systems, adapting business processes and equipment such as vending machines, reassessing currency risk, and processing tax and accounting records.

     The following table lists certain milestones identified and their status or projected completion dates with respect to the euro conversion.

MILESTONES	Key Dates
Business requirements gathering	Completed
Strategy design and schedule	Completed
Development of strategies	Completed
Implementation of strategies	Completed
Begin managing business operations in euro	Completed
Vending machines ready for euro coinage	4th Qtr. 2001
Finalize local currency conversions	2nd Qtr. 2002

     As of December 31, 2000, the Company had incurred approximately $12 million in costs associated with this conversion process. The Company estimates the total cost for the project will be in the range of $23 million to $28 million, and approximately 70% of these costs will be capitalized. These costs represent projects to be undertaken to ensure a smooth conversion. Our business resources currently available are sufficient to meet the requirements needed to complete the euro initiative. The euro system activities will be a key part of our ongoing systems standardization process.

     The euro conversion may have long-term pricing implications by enhancing cross-border product price transparency among the participating countries of the European Union and by changing established local currency price points. We have adjusted and continually assess our pricing and marketing strategies to ensure that we remain competitive locally and in the broader European market. However, we cannot reasonably predict the long-term effects one common currency may have on pricing and costs or the resulting impact, if any, on our financial condition or results of operations. Additionally, the Company may be at risk to the extent third parties are unable to deal effectively with the impact of the euro conversion, which in turn could impact Company operations.

     Based on progress to date, the Company believes use of the euro will not have a significant impact on the manner in which it conducts business or processes accounting records. However, due to numerous uncertainties, we cannot be assured that all issues related to the euro conversion have been identified and that any additional issues would not have a material effect on the Company’s operations or financial condition.

CONTINGENCIES

The Company’s bottler in Canada, acquired in 1997, is being audited for the years 1990 through 1997 by the Canadian Customs and Revenue Agency. The authorities have raised issues that could result in an assessment of additional taxes. The bottler believes it has substantial defenses to the issues being raised. However, it is too early to predict the final outcome of this matter. If an assessment were made, the authorities by law could require as much as one-half of any amount assessed to become immediately due and payable while the bottler pursues an appeal.

     In June 2000, the Company and The Coca-Cola Company were found by a Texas jury to be jointly liable in a combined total amount of $15.3 million to five plaintiffs, each of whom is a distributor of competing beverage products. These distributors had sued alleging that the Company and The Coca-Cola Company engaged in unfair marketing practices. The Company is appealing the decision and believes there are substantial grounds for appeal. Following the verdict, the plaintiffs asked the court to order the Company to divest its Dr Pepper franchises and to enjoin certain of its marketing practices in certain areas. On January 12, 2001, the court denied the plaintiffs’ request for divestiture. The complaint of four remaining plaintiffs is in discovery and has not yet gone to trial. It is impossible to predict at this time the final outcome of the Company’s appeals in this matter or the ultimate costs under all of the complaints.

     The Company’s bottler in California is involved in a lawsuit by current and former employees principally concerning California wage and hour issues. We are unable to predict at this time the amount of any costs under this case or the final outcome.

     The Company is currently under investigation by the European Commission in various jurisdictions for alleged abuses of an alleged dominant position under Article 82

COCA-COLA ENTERPRISES INC. 31

2000 MANAGEMENT’S

Financial Review

Coca-Cola Enterprises Inc.

of the EU Treaty. The Company does not believe that it has a dominant position in the relevant markets, or that its current or past commercial practices violate EU law. Nonetheless, the Commission has considerable discretion in making findings and levying fines, which are subject to judicial review. There is no set timetable for the conclusion of the investigations.

     The Company has filed suit against two of its insurers to recover losses incurred in connection with the 1999 European product recall. We are unable to predict the final outcome of this action at this time.

     At December 31, 2000, there were two federal and two state Superfund sites for which the Company’s involvement or liability as a potentially responsible party (“PRP”) was unresolved. We believe any ultimate liability under these PRP designations will not have a material adverse effect on our financial position, cash flows, or results of operations. In addition, there were 26 federal and eight state sites for which it had been concluded the Company either had no responsibility, the ultimate liability amounts would be less than $100,000, or payments made to date by the Company would be sufficient to satisfy the Company’s liability.

     In addition, the Company is a defendant in various other matters of litigation generally arising out of the normal course of business. Although it is difficult to predict the ultimate outcome of these cases, management believes, based on discussions with counsel, that any ultimate liability would not materially affect the Company’s financial position, results of operations, or liquidity.

ACCOUNTING DEVELOPMENTS

Financial Accounting Standards Board (“FASB”) Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and Statement No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities – an amendment of FASB Statement No. 133,” are effective for fiscal years beginning after June 15, 2000 –  fiscal year 2001 for the Company. The Company has conducted evaluations of hedging policies and strategies for existing and anticipated future derivative transactions. Adoption of these statements as of January 1, 2001, did not have a significant effect on the Company’s financial statements other than recognition of derivative assets and liabilities on the balance sheet with market value adjustments recognized in other comprehensive income.

     In September 1999, the FASB issued an exposure draft that would amend APB Opinion No. 16, “Business Combinations,” and supersede APB Opinion No. 17, “Intangible Assets.” This exposure draft proposes to modify the method of accounting for business combinations and addresses the accounting for intangible assets. The Company recognizes substantially all the costs of acquired companies in excess of tangible net assets acquired as franchise intangible assets for distribution rights of the products of The Coca-Cola Company. Also, in accordance with FASB Statement No. 109, the Company recognizes a deferred tax liability for the difference in tax and book basis of these intangible assets. Based on tentative decisions announced by the FASB, the Company would no longer be required to amortize franchise assets with an indefinite life. Instead, intangible assets with an indefinite life would be evaluated for impairment when a “triggering event,” as defined in the exposure draft, occurs.

     Had the proposed rule changes, as they have been communicated and as we currently understand their impact to the Company, been in effect for full-year 2000, the pro forma impact would have been as follows (in millions except share data):

FULL-YEAR 2000	Reported		Pro Forma
Amortization Expense	$	451	$	54
Operating Income	1,126		1,523
Income Before Income Taxes		333		730
Income Tax Expense		97		245
Net Income		236		485
Diluted Net Income Per Share
Applicable to Common Share
Shareowners	$	0.54	$	1.13

     However, because these rules are in the proposed stage, there is no assurance the above will be representative of the impact of the final rules. The FASB plans to issue a final statement in June 2001.

32 COCA-COLA ENTERPRISES INC.

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

1. SIGNIFICANT ACCOUNTING POLICIES

The Company’s Business:Coca-Cola Enterprises Inc. (“the Company”) is the world’s largest marketer, distributor, and producer of bottle and can liquid nonalcoholic refreshment. The Company distributes its bottle and can products to customers and consumers in the United States and Canada through franchise territories in 46 states in the United States, the District of Columbia, and the 10 provinces of Canada. The Company is also the sole licensed bottler for products of The Coca-Cola Company in Belgium, continental France, Great Britain, Luxembourg, Monaco, and the Netherlands.

Basis of Presentation: The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. The Company’s fiscal year ends December 31. For quarterly reporting convenience, the Company reports on the Friday closest to the end of the quarterly calendar period. The financial statements and accompanying notes prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) include estimates and assumptions made by management that affect reported amounts. Actual results could differ from those estimates.

Revenue Recognition: The Company recognizes net revenues from the sale of its products at the time of delivery to customers.

Cash Investments: Cash investments include all highly liquid cash investments purchased with original maturity dates less than three months. The fair value of cash and cash investments approximates the amounts shown in the financial statements.

Credit Risk and Sale of Accounts Receivable: The Company sells its products to chain stores and other customers and extends credit, generally without requiring collateral, based on an evaluation of the customer’s financial condition. Potential losses on receivables are dependent on each individual customer’s financial condition and sales adjustments granted after the balance sheet date. The Company monitors its exposure to losses on receivables and maintains allowances for potential losses or adjustments. The Company’s accounts receivable are typically collected within approximately 30 days.

     In 2000 and 1999, the Company had an agreement with a Canadian financial institution whereby the Company could sell up to approximately $49 million and $51 million, respectively, of designated pools of accounts receivable. At December 31, 2000 and 1999, the Company had sold approximately $49 million and $51 million, respectively, of receivables, which are excluded from the accompanying balance sheets. The Company retains collection and administrative responsibilities for the accounts receivable sold.

Inventories:The Company values its inventories at the lower of cost or market. Cost is determined using the first-in, first-out (“FIFO”) method.

Property, Plant, and Equipment:Property, plant, and equipment are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful lives of 20 to 40 years for buildings and improvements and three to 20 years for machinery and equipment. Leasehold improvements are amortized over the shorter of the asset’s life or the remaining contractual lease term.

     Effective January 1, 2000, the Company prospectively revised the estimated useful lives and residual values of certain fixed assets based on the results of a comprehensive analysis completed in late 1999 of the Company’s historical fixed asset experience. This historical experience was positively impacted by various programs implemented by the Company in recent years designed to improve asset management and enhance functionality. Specifically, the Company implemented operational systems to track and monitor assets, structured maintenance and refurbishment programs, and enhanced purchase specification requirements. The study confirmed that these programs have extended the useful lives of certain fixed assets, principally vehicles and cold drink equipment, and increased the value of certain assets upon disposition. These changes in accounting estimates generally result in certain of the Company’s operating assets being depreciated over longer useful lives, although the Company’s asset life ranges generally did not change. The changes in estimates decreased depreciation expense in 2000 by approximately $161 million, or $0.23 per diluted common share after tax.

Franchises and Other Noncurrent Assets, Net:Franchise agreements contain performance requirements and convey to the franchisee the rights to distribute and sell products of the franchiser within specified territories. The majority of the Company’s franchise agreements are perpetual, reflecting a long and ongoing relationship with The Coca-Cola Company and other franchisers. The Company’s agreements

COCA-COLA ENTERPRISES INC. 33

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

covering its European and Canadian operations are not perpetual because The Coca-Cola Company does not grant perpetual franchise rights outside the United States. The Company believes these agreements will continue to be renewed at each expiration date and, therefore, are essentially perpetual.

     Under current rules, franchise costs are amortized on a straight-line basis over 40 years, the maximum period allowed under GAAP. Changes to these rules are being considered by the Financial Accounting Standards Board (“FASB”), which may impact the Company’s accounting for these assets when implemented. Accumulated franchise amortization amounted to $2,642 million and $2,296 million at December 31, 2000 and 1999, respectively.

     In the event facts and circumstances indicate the cost of franchises or other assets may be impaired, an evaluation of recoverability would then be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value or discounted cash flow value is required. In 2000, 1999, and 1998, the Company had no impairment losses.

Insurance Programs: In general, the Company is self-insured for costs of workers’ compensation, casualty, and health and welfare claims. The Company uses commercial insurance for casualty and workers’ compensation claims as a risk-reduction strategy to minimize catastrophic losses. Workers’ compensation and casualty losses are provided for using actuarial assumptions and procedures followed in the insurance industry, adjusted for Company-specific history and expectations.

Management Stock-Based Compensation Plans: The Company accounts for stock-based compensation plans under Accounting Principles Board (“APB”) Opinion No. 25 and related Interpretations, as permitted by FASB Statement No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”). As part of the Company’s overall management compensation program, the Company issues stock compensation awards to key executives and employees. The Company believes these awards enhance the focus of its employees on shareowner value, resulting in higher stock values for the Company’s shareowners.

Foreign Currency Translations:Assets and liabilities of international operations are translated from the local currency into U.S. dollars at the approximate rate of currency exchange at the end of the fiscal period. Translation gains and losses of foreign operations are included in accumulated other comprehensive income (loss) as a component of shareowners’ equity. Revenues and expenses are translated at average monthly exchange rates for the preceding month. Transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in results of operations.

Derivative Financial Instruments: The Company uses swap agreements and other risk management instruments to manage its interest rate exposures. The Company specifically designates these agreements as hedges of debt instruments and recognizes interest differentials as adjustments to interest expense in the period the differentials occur.

     The Company is exposed to financial risks from movements in currency exchange rates from its international operations. To manage these risks, the Company uses a combination of currency swap agreements, forwards, and options and specifically designates these instruments as hedges of foreign currency-denominated debt, or firmly committed foreign currency transactions. The Company uses local currency debt to hedge a certain portion of the net investment in selected international subsidiaries.

     Realized and unrealized gains and losses from hedges of net investments are included in accumulated other comprehensive income (loss) as a component of shareowners’ equity. Gains and losses on hedges of foreign currency-denominated debt offset gains and losses on foreign currency-denominated debt and are recognized in other nonoperating expense (income). Realized and unrealized gains and losses from hedges of firmly committed foreign currency transactions are recognized as adjustments to gains and losses resulting from the underlying hedged transactions. The Company does not hold or issue financial instruments for trading purposes.

     FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and Statement No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities – an amendment of FASB Statement No. 133,” are effective for fiscal years beginning after June 15, 2000 – fiscal year 2001 for the Company.

34 COCA-COLA ENTERPRISES INC.

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

The Company has conducted evaluations of hedging policies and strategies for existing derivatives and anticipated future derivative transactions. Adoption of these statements as of January 1, 2001 did not have a significant effect on the Company’s financial statements other than recognition of derivative assets and liabilities on the balance sheet with market value adjustments recognized in other comprehensive income.

Marketing Costs and Support Arrangements: The Company participates in various programs supported by The Coca-Cola Company or other franchisers. Under these programs, certain costs incurred by the Company are reimbursed by the applicable franchiser. Depending on the objective of each specific program, support payments are recognized as either a reduction of sales discounts and allowances in net revenues or a reduction of operating expenses. Franchiser funding is recognized when performance measures are met or as funded costs are incurred.

2. ACQUISITIONS AND DIVESTITURES

When acquiring bottling operations with Coca-Cola franchises, the Company purchases the right to market, distribute, and produce beverage products of The Coca-Cola Company in specified territories. When acquisitions of other franchiser product rights occur, similar rights are also obtained. The purchase method of accounting has been used for all acquisitions, and accordingly, the results of operations of acquired companies are included in the Company’s consolidated statements of income beginning at acquisition. In addition, the assets and liabilities of companies acquired are included in the Company’s consolidated balance sheet at their estimated fair values on the dates of acquisition.
     The following outlines the Company’s acquisition activity for 2000, 1999, and 1998.

2000
In 2000, the Company completed the following acquisitions in the United States and Canada for an aggregate cash purchase price of approximately $54 million:
• Longview Coca-Cola Bottling Company, operating in eastern Texas,
• Substantially all of the Coca-Cola bottling territories in Ohio and Kentucky formerly owned by
  Coca-Cola Bottling Co. Consolidated,
• Columbia Beverages Ltd., operating in Canada, and
• Vermilion Beverages Ltd., operating in Canada.

1999
In 1999, the Company completed the following acquisitions for an aggregate purchase price of approximately $730 million:

United States• Cameron Coca-Cola Bottling Company, Inc., operating in Pittsburgh, Pennsylvania, and parts of Ohio and West Virginia,
• Bryan Coca-Cola Bottling Company, operating in eastern Texas,• The Coca-Cola, Dr Pepper Bottling Company of Albuquerque, operating in western New Mexico,• Nacogdoches Coca-Cola Bottling Company, operating in eastern Texas,• Sulphur Springs Coca-Cola Bottling Company, operating in eastern Texas,• Montgomery Coca-Cola Bottling Company, Inc., operating in Alabama,• Perryton Coca-Cola Bottling Company, Inc., operating in the panhandles of Texas and Oklahoma,• Big Bend Coca-Cola Bottling Company, operating in southwest Texas, andEurope
• Sud Boissons S.A. and Boissons Gazeuses de la Cote d’Azur, operating in southern France and Monaco.     These acquisitions were funded through a combination of cash, assumed debt, and shares of the Company’s common stock from treasury.

1998
On June 5, 1998, the Company acquired CCBG Corporation and Texas Bottling Group, Inc. (“Coke Southwest”) operating in parts of Colorado, Kansas, New Mexico, Oklahoma, and Texas. The acquisition was completed for a transaction value of approximately $1.1 billion, with 55% of the transaction funded through the issuance of 17.8 million shares of the Company’s common stock and the remaining 45% funded through debt issued and assumed.
     Also in 1998, the Company acquired the following bottlers for a total transaction value of approximately $355 million:

United States
• The Coca-Cola Bottling Company of Bellingham, located in the northwest corner of Washington State,• Great Plains Bottlers and Canners, Inc., operating in parts of Kansas, Nebraska, and South Dakota,

COCA-COLA ENTERPRISES INC. 35

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

• Soo Coca-Cola Bottling, Inc., located in the upper peninsula of Michigan,
• Wolslager Group, operating in parts of Texas, New Mexico, and Arizona, and

Europe

• The Coca-Cola bottling operations in Luxembourg, formerly owned by Soutirages Luxembourgeois S.A.
    
       These transactions were funded through combinations of cash, promissory notes, common stock, and convertible preferred stock.

3. NONRECURRING COSTS

In June 1999, the Company recalled product in certain parts of Europe. The Company incurred approximately $103 million of nonrecurring costs in connection with the recall, of which approximately $91 million was expensed in cost of sales with the remaining amount included in selling, delivery, and administrative expenses. In the third-quarter 2000, the Company realized $20 million of insurance proceeds related to the recall loss. This insurance recovery has been included as an offset in selling, delivery, and administrative expenses. The Company has filed suit against two of its insurers to recover losses incurred in connection with the 1999 European product recall. We are unable to predict the final outcome of this action at this time.

4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
At December 31, accounts payable and accrued expenses consist of the following (in millions):

	2000		1999
Trade accounts payable	$	915	$	877
Accrued advertising costs	385		352
Accrued compensation and benefits	175		231
Accrued interest costs	217		198
Accrued taxes	204		230
Additional accrued expenses	425		501
	$	2,321	$	2,389

5. LONG-TERM DEBT
The table below, summarizing the Company’s long-term debt at December 31, is adjusted for the effects of interest rate and currency swap agreements:

(IN MILLIONS)		2000		1999
U.S. commercial paper (weighted average rates of 6.6% and 4.8%)(A)	$	1,409	$	1,737
Canadian dollar commercial paper (weighted average rates of 5.9% and 5.3%)		285		509
Canadian dollar notes due 2001 – 2009 (weighted average rates of 6.0% and 5.9%)(B)		672		460
Notes due 2001 – 2037 (weighted average rates of 6.9% and 6.8%)(C)		2,115		2,250
Debentures due 2012 – 2098 (weighted average rates of 7.4%)		3,800		3,800
8.35% zero coupon notes due 2020 (net of unamortized discount of $501 and $1,570)(D)		128		362
Euro notes due 2001 – 2021 (weighted average rates of 6.4% and 6.7%)(E)		2,277		1,722
Various foreign currency debt		276		326
Additional debt		109		212
Long-term debt including effect of net asset positions of currency swaps		11,071		11,378
Net asset positions of currency swap agreements(F)		50		–
	$	11,121	$	11,378

(A)	At December 31, 1999, $1,154 million of the Company’s U.S. commercial paper had been effectively exchanged into non-U.S. dollar obligations through currency swap arrangements to hedge net investments in international subsidiaries. During 2000, the Company issued foreign currency-denominated debt to hedge net investments in international subsidiaries in place of currency swap arrangements.
(B)	In 2000, the Company issued $245 million in notes due 2001-2002 with a weighted average interest rate of 6.2% under its Canadian Medium Term Note Program.
(C)	In March 2000, approximately $135 million of 5.71% 40-year notes maturing in 2037 were retired under a put option feature.
(D)	In June 2000, zero coupon notes with a face value of approximately $1.3 billion were retired under a one-time put option feature. Cash paid by the Company totaled approximately $254 million.
(E)	In 2000, the Company issued $808 million in notes due 2001-2007 with a weighted average interest rate of 5.9% under its Euro Medium Term Note Program.
(F)	The net asset positions of currency swap agreements are included in the balance sheets as assets.

36 COCA-COLA ENTERPRISES INC.

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

     Aggregate maturities of long-term debt during the next five years are as follows (in millions): 2001 – $773; 2002 –$1,647; 2003 – $2,121; 2004 – $437; and 2005 – $457.

     The Company has domestic and international credit facilities to support its commercial paper programs and other borrowings as needed. At December 31, 2000 and 1999, the Company had $128 million and $157 million, respectively, of short-term borrowings outstanding under these credit facilities. At December 31, 2000 and 1999, the Company had approximately $2.7 billion and $3.9 billion, respectively, of amounts available under domestic and international credit facilities.

     At December 31, 2000 and 1999, approximately $2.0 billion of borrowings due in the next 12 months were classified as maturing after one year due to the Company’s intent and ability through its credit facilities to refinance these borrowings on a long-term basis.

     At December 31, 2000 and 1999, the Company had available for issuance approximately $2.7 billion in registered debt securities under a registration statement with the Securities and Exchange Commission. At December 31, 2000 and 1999, the Company had available for issuance approximately $0.5 billion and $1.3 billion, respectively, in debt securities under a Euro Medium Term Note Program and at December 31, 2000 and 1999, the Company had approximately $0.6 billion and $0.9 billion, respectively, available for issuance under a Canadian Medium Term Note Program.

     The credit facilities and outstanding notes and debentures contain various provisions that, among other things, require the Company to maintain a defined leverage ratio and limit the incurrence of certain liens or encumbrances in excess of defined amounts. These requirements currently are not, and it is not anticipated they will become, restrictive to the Company’s liquidity or capital resources.

6. DERIVATIVE FINANCIAL INSTRUMENTS

Interest Rate Risk Management:The Company uses interest rate swap agreements and other risk management instruments to manage its fixed/floating debt profile. The Company had floating-to-fixed interest rate swaps with total notional amounts outstanding at December 31, 2000 and 1999, of $16 million and $51 million, respectively, expiring through 2001. At December 31, 2000 and 1999, the Company received a weighted average interest rate of 5.7% and 5.1%, respectively, and paid a weighted average interest rate of 5.5% and 5.2%, respectively, under these swaps. The Company has fixed-to-floating interest rate swaps with total notional amounts outstanding at December 31, 2000 and 1999, of $449 million and $300 million, respectively, expiring through 2009. At December 31, 2000 and 1999, the Company received a weighted average interest rate of 6.7% and 6.8%, respectively, and paid a weighted average interest rate of 6.5% and 5.9%, respectively, under these swaps.

     At December 31, 2000 and 1999, the Company had interest rate caps outstanding of $120 million and $1,019 million, respectively. Premiums paid for these caps are amortized to interest expense over the contract term. Payments received during 2000 or 1999 under these cap agreements were not significant.

Currency Risk Management: The Company uses currency swap arrangements to exchange foreign denominated debt of certain international subsidiaries into local currency. At December 31, 2000 and 1999, the Company had currency swap arrangements on $670 million of local debt.

     The Company uses a combination of currency forward agreements and currency options to hedge exchange rate exposure on certain of the Company’s international raw materials purchase commitments and other obligations. Notional amounts outstanding under forward contracts at December 31, 2000 and 1999, were $104 million and $232 million, respectively. The Company’s forward contracts are scheduled to expire in 2001. Notional amounts outstanding for option contracts at December 31, 1999, were $6 million. No option contracts were outstanding at December 31, 2000.

Credit Risk: The Company is exposed to credit losses in the event of nonperformance by counterparties to exchange agreements. Counterparties to the Company’s exchange agreements are major financial institutions and their creditworthiness is subject to continuing review; however, full performance by these counterparties is anticipated.

COCA-COLA ENTERPRISES INC. 37

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

7. FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Company’s financial instruments at December 31 are summarized as follows (in millions; (liability)/asset):

				2000							1999
	Carrying					Fair		Carrying					Fair
	Amount					Values		Amount					Values
Debt related financial instruments:
Long-term debt	$	(11,104	)		$	(11,225	)	$	(11,341	)		$	(11,130	)
Currency swap agreements in liability positions		(17	)			(9	)		(37	)			(40	)
Interest rate swap agreements		–				17			–				(7	)
Interest rate cap agreements		–				–			–				1
		(11,121	)			(11,217	)		(11,378	)			(11,176	)
Currency swap agreements in asset positions		50				28			–				1
Net debt	$	(11,071	)		$	(11,189	)	$	(11,378	)		$	(11,175	)
Currency forward agreements	$	–			$	(9	)	$	–			$	(26	)

     The term of commercial paper and the variable interest rate on variable rate debt result in the recorded liabilities of these instruments approximating their fair values. The fair values of the Company’s long-term debt, representing the estimated amounts at which the debt could be exchanged on the open market, are determined using the Company’s current incremental borrowing rate for similar types of borrowing arrangements. The Company does not anticipate any significant refinancing activities which would settle long-term debt at fair value. Third party valuation tools were used to determine the fair values of the Company’s currency forward agreements, currency swap agreements, interest rate swap agreements, and interest rate cap agreements.

8. STOCK-BASED COMPENSATION PLANS
The Company has elected to apply APB Opinion No. 25 and related Interpretations in accounting for its stock-based compensation plans, instead of applying the optional cost recognition requirements of SFAS 123. SFAS 123, if fully adopted, would change the method for cost recognition on the Company’s stock-based compensation plans. Pro forma disclosures as if the Company had adopted the SFAS 123 cost recognition requirements follow.

     The Company’s stock option plans provide for the granting of nonqualified stock options to certain key employees. Generally, options outstanding under the Company’s stock option plans are granted at prices that equal or exceed the market value of the stock on the date of grant. The Company’s unvested options vest over a period up to nine years and expire 10 years from the date of the grant. Certain option grants contain provisions that allow for accelerated vesting if various stock performance criteria are met. Compensation costs for performance-based stock option plans were $2 million, $4 million, and $5 million for 2000, 1999, and 1998, respectively. At December 31, 2000, approximately 34,000 performance-based stock options had not met the stock performance requirement.

38 COCA-COLA ENTERPRISES INC.

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

     A summary of the status of the Company’s stock options as of December 31, 2000, 1999, and 1998, and changes during the year ended on those dates, is presented below (shares in thousands):

	2000				1999					1998
	Shares		Wtd. Avg. Exer. Price		Shares		Wtd. Avg. Exer. Price		Shares		Wtd. Avg. Exer. Price
Outstanding at beginning of year	47,130			$22.18	27,270			$16.44	25,639			$ 8.70
Granted at prices equaling grant         date prices	788			21.01	12,074			22.64	1,403			34.96
Granted at prices greater than         grant date prices	417			29.86	10,377			34.22	3,691			55.40
Exercised	(1,211	)		6.94	(2,081	)		7.22	(3,303	)		7.24
Forfeited	(1,117	)		28.56	(510	)		32.77	(160	)		25.93
Outstanding at end of year	46,007			$22.47	47,130			$22.18	27,270			$16.44
Options exercisable at end of year	27,381				19,734				19,363
Options available for future grant	3,320				2,804				4,984

     The table below details the fair value of options granted during 2000, 1999, and 1998. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted assumptions for 2000, 1999, and 1998, respectively: (i) dividend yields of 0.4% for all years, (ii) expected volatility of 37%, 35%, and 27%, (iii) risk-free interest rates of 6.76%, 5.89%, and 5.58%, and (iv) expected life of six years for all years.

	2000			1999		1998
Weighted average fair value of options
granted during the year	$	8.77	$	8.60	$	9.16
At prices equaling grant date prices	$	9.63	$	10.32	$	12.88
At prices greater than grant date prices	$	7.17	$	6.90	$	7.74

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

		Options Outstanding				Options Exercisable
	Range of Exercise Prices	Number Outstanding at 12/31/00	Wtd. Avg. Remaining Contractual Life		Wtd. Avg. Exercise Price	Number Exercisable at 12/31/00	Wtd. Avg. Exercise Price
$	4 to 12	14,006	3.22 years	$	6.62	14,006	$	6.62
	12 to 20	12,465	8.00		17.38	6,134		16.65
	20 to 40	13,164	8.43		28.42	3,658		27.82
	over 40	6,372	7.48		54.99	3,583		55.51
		46,007	6.60 years	$	22.47	27,381	$	18.10

     The Company’s restricted stock award plans provide for awards to officers and certain key employees of the Company. For awards granted during 1996 and 1997, restricted stock vests generally only (i) upon attainment of certain increases in the market price of the Company’s stock within five years from the date of grant, and (ii) after continued employment for a period of up to five years once the stock performance criterion is met. Awards granted in 1999 and 2000 vest upon continued employment for a period of five years. In 2000, the Company granted 6,000 restricted stock shares.

     All restricted stock awards entitle the participant to full dividend and voting rights. Unvested shares are restricted as to disposition and subject to forfeiture under certain circumstances. Upon issuance of restricted shares, unearned compensation is charged to shareowners’ equity for the cost of restricted stock and is recognized as amortization expense ratably over the vesting periods, as applicable. The amount of unearned compensation recognized as expense for restricted stock awards was $7 million, $6 million, and $8 million for 2000, 1999, and 1998, respectively.

COCA-COLA ENTERPRISES INC. 39

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

     If compensation cost for the Company’s grants under stock-based compensation plans had been determined under SFAS 123, the Company’s net income applicable to common shareowners, and basic and diluted net income per share applicable to common shareowners for 2000, 1999, and 1998, would approximate the pro forma amounts below (in millions except per share data):

			2000					1999					1998
	As			Pro			As			Pro	As			Pro
	Reported			Forma			Reported			Forma	Reported			Forma
Net income applicable to common shareowners	$	233		$	199	$	56		$	36	$	141		$	131
Basic net income per share applicable
to common shareowners	$	0.56		$	0.47	$	0.13		$	0.08	$	0.36		$	0.33
Diluted net income per share applicable
to common shareowners	$	0.54		$	0.46	$	0.13		$	0.08	$	0.35		$	0.32

     The effects of applying SFAS 123 in this pro forma disclosure may not be indicative of future results. SFAS 123 does not apply to awards prior to 1995, and additional awards in future years are possible.

9. PREFERRED STOCK
In connection with the acquisition of The Coca-Cola Bottling Company of Bellingham and the acquisition of Great Plains Bottlers and Canners, Inc., the Company issued 96,900 shares of $1 par value voting convertible preferred stock (“Bellingham series”) and issued 401,474 shares of $1 par value voting convertible preferred stock (“Great Plains series”). The Bellingham series must be converted no later than June 30, 2001, and the Great Plains series must be converted no later than August 7, 2003. As of December 31, 2000, 26,900 shares of Bellingham series have been converted into 122,636 shares of common stock and 35,000 shares of Great Plains series have been converted into 154,778 shares of common stock from treasury.

10. SHARE REPURCHASES
Under the April 1996 share repurchase program authorizing the repurchase of up to 30 million shares, the Company can repurchase shares in the open market and in privately negotiated transactions. In 2000, 1999, and 1998, the Company repurchased and settled approximately 6.6 million, 4 million, and 15.5 million shares, respectively, of common stock for an aggregate cost of approximately $124 million, $81 million, and $455 million, respectively.

 Management considers market conditions and alternative uses of cash and/or debt, balance sheet ratios, and shareowner returns when evaluating share repurchases. Repurchased shares are added to treasury stock and are available for general corporate purposes including acquisition financing and the funding of various employee benefit and compensation plans.

       The Company has repurchased a total of 26.3 million shares under the program. In October 2000, the Company’s Board of Directors authorized the repurchase of up to an additional 30 million shares upon completion of the current program.

11. PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
Pension Plans: The Company sponsors a number of defined benefit pension plans covering substantially all of its employees in North America and Europe. Additionally, the Company participates in various multi-employer pension plans worldwide. Total pension expense for multi-employer plans was $25 million in 2000, $23 million in 1999, and $20 million in 1998. The Company’s funding policy is to make annual contributions to the extent such contributions are tax deductible but not less than the minimum contribution required by applicable regulations.

Other Postretirement Plans: The Company sponsors unfunded defined benefit postretirement plans providing healthcare and life insurance benefits to substantially all U.S. and Canadian employees who retire or terminate after qualifying for such benefits. European retirees are covered primarily by government-sponsored programs, and the specific cost to the Company for these programs and other postretirement healthcare is not significant.

40 COCA-COLA ENTERPRISES INC.

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

Summarized information on the Company’s pension and other postretirement benefit plans is as follows (in millions):

								Other
		Pension Plans						Postretirement Plans
		2000			1999		2000			1999
Reconciliation of benefit obligation
Benefit obligation at beginning of year	$	1,185		$	1,171		$	266		$	269
Service cost		60			60			7			7
Interest cost		86			80			19			18
Plan participants’ contributions		8			7			3			3
Amendments		10			–			(7	)		3
Actuarial (gain) loss		22			(91	)		5			(17	)
Acquisitions		–			13			–			3
Benefit payments		(54	)		(50	)		(21	)		(21	)
Translation adjustments		(38	)		(5	)		–			1
Benefit obligation at end of year	$	1,279		$	1,185		$	272		$	266
Reconciliation of fair value of plan assets
Fair value of plan assets at beginning of year	$	1,154		$	1,014		$	–		$	–
Actual return on plan assets		125			149			–			–
Employer contributions		37			19			18			18
Plan participants’ contributions		8			7			3			3
Acquisitions		–			13			–			–
Benefit payments		(54	)		(50	)		(21	)		(21	)
Translation adjustments		(43	)		2			–			–
Fair value of plan assets at end of year	$	1,227		$	1,154		$	–		$	–
Funded status
Funded status at end of year	$	(52	)	$	(31	)	$	(272	)	$	(266	)
Unrecognized transition asset		(1	)		(3	)		–			–
Unrecognized prior service cost (asset)		13			2			(81	)		(83	)
Unrecognized net gain		(13	)		(20	)		(9	)		(14	)
Fourth quarter contribution		7			4			–			–
Net amount recognized	$	(46	)	$	(48	)	$	(362	)	$	(363	)
Amounts recognized in the balance sheet consist of:
Prepaid benefit cost	$	120		$	111		$	–		$	–
Accrued benefit liability		(204	)		(186	)		(362	)		(363	)
Intangible asset		18			15			–			–
Other comprehensive income adjustment		20			12			–			–
Net amount recognized	$	(46	)	$	(48	)	$	(362	)	$	(363	)
Weighted average assumptions
Discount rate		7.5	%		7.5	%	7.5		%	7.5		%
Expected return on plan assets		9.4	%		9.3	%		–			–
Rate of compensation increase		4.8	%		4.9	%		–			–

     For the defined benefit pension plans with accumulated benefit obligations in excess of plan assets, the projected benefit obligation, accumulated benefit obligation, and fair value of plan assets were $913 million, $797 million, and $709 million, respectively, as of December 31, 2000, and $155 million, $135 million, and $63 million, respectively, as of December 31, 1999. The significant changes between 2000 and 1999 are due to the inclusion of the Company’s largest plan in 2000 but not in 1999.

COCA-COLA ENTERPRISES INC. 41

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

Net periodic benefit cost for the years ended December 31, 2000, 1999, and 1998, consisted of the following:

		Pension Plans									Other Postretirement Plans
(IN MILLIONS)		2000			1999			1998			2000			1999			1998
Components of net periodic benefit cost
Service cost	$		60		$	60		$	46		$	7		$	7		$	6
Interest cost			86			80			71			19			18			19
Expected return on plan assets		(106		)	(99		)	(87		)		–			–			–
Amortization of transition asset			(2	)		(1	)		(1	)		–			–			–
Amortization of prior service cost			(1	)		(1	)		(1	)		(9	)		(9	)		(9	)
Recognized actuarial loss			1			2			–			–			–			–
Net periodic benefit cost			38			41			28			17			16			16
Curtailment gain			–			–			(3	)		–			–			–
Net periodic benefit cost after curtailments	$		38		$	41		$	25		$	17		$	16		$	16

     The primary U.S. postretirement benefit plan is a defined dollar benefit plan limiting the effects of medical inflation to the lesser of 4.0% or the assumed Consumer Price Index (“CPI”). The assumed CPI rate was 3.0% at December 31, 2000 and 1999. Because the plan has established dollar limits for determining Company contributions, the effect of a 1% increase in the assumed healthcare cost trend rate is not significant. The Canadian plan also contains provisions that limit the effects of inflation on the Company’s future cost.

     The Company also sponsors qualified defined contribution plans covering substantially all employees in the U.S., Great Britain, and Canada. Under its primary plans, the Company matches 50% of participants’ voluntary contributions up to a maximum of 7% of the participants’ compensation. The Company’s contributions to these plans were $33 million in 2000, $32 million in 1999, and $27 million in 1998.

12. INCOME TAXES
The current income tax provision represents the amount of income taxes paid or payable for the year. The deferred income tax provision represents the change in deferred tax liabilities and assets and, for business combinations, the change in such tax liabilities and assets since the date of acquisition. Significant components of the provision for income taxes are as follows:

(IN MILLIONS)	2000			1999			1998
Current:
Domestic
Federal	$	28		$	19		$	7
State and local		8			15			15
European and Canadian		64			69			38
Total current provision		100		103				60
Deferred:
Domestic
Federal	$	42		$	(4	)	$	(2	)
State and local		6			(4	)		(4	)
European and Canadian		(37	)		(66	)		2
Rate change		(8	)		–		(29		)
Other, net		(6	)		–			–
Total deferred benefit		(3	)		(74	)	(33		)
Total provision for income taxes	$	97		$	29		$	27

     The income tax provision in 2000 includes a nonrecurring reduction in income tax expense of approximately $14 million principally due to a rate change in France and a revaluation of income tax obligations. These deferred tax liability reductions were recognized as credits to deferred income tax expense. Our effective tax rate would have been approximately 4% higher excluding these reductions.

     The tax benefit associated with management stock performance awards reduced taxes payable by $7 million, $21 million, and $31 million in 2000, 1999, and 1998, respectively. These benefits are reflected as an increase to additional paid-in capital. The Company had foreign-denominated loans that increased taxes payable by $27 million in 2000, increased taxes payable by $7 million in 1999, and decreased taxes payable by $8 million in 1998. The effect of these loans is reflected as a component of currency translations included in accumulated other comprehensive income (loss). The tax liability (benefit) associated with short-term currency swap agreements increased (decreased) taxes payable by $45 million, $27 million, and $(4) million in 2000, 1999, and 1998, respectively. The liability (benefit) is reflected as a component of currency items included in accumulated other comprehensive income (loss).

42 COCA-COLA ENTERPRISES INC.

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

     Income before income taxes from international operations used in computing the Company’s tax provision for 2000, 1999, and 1998 was approximately $141 million, $49 million, and $151 million, respectively. These amounts are before interest and other corporate cost allocations that are not deductible in international tax computations.

     A reconciliation of the expected income tax expense at the statutory U.S. federal rate to the Company’s actual income tax provision follows:

(IN MILLIONS)	2000			1999			1998
U.S. federal statutory expense	$	117		$	31		$	59
State expense, net of federal benefit		2			4			–
Taxation of European and Canadian
operations, net		(22	)	(17		)	(21		)
Rate change benefit		(8	)		–		(29		)
Valuation allowance provision		7			3			8
Nondeductible items		7			7			6
Other, net		(6	)		1			4
Total provision for income taxes	$	97		$	29		$	27

     The Company’s tax provision reflects favorable income tax treatment granted to certain foreign operations under a tax holiday that expired in 1999. The favorable effect amounted to $10 million and $14 million in 1999 and 1998, respectively.
     Deferred income taxes are recognized for tax consequences of temporary differences between the financial and tax bases of existing assets and liabilities by applying enacted statutory tax rates to such differences. Significant components of the Company’s deferred tax liabilities and assets as of December 31 are as follows:

(IN MILLIONS)		2000		1999
Deferred tax liabilities:
Franchise assets	$	4,699		$	5,050
Property, plant, and equipment		806			668
Total deferred tax liabilities		5,505			5,718
Deferred tax assets:
Net operating loss carryforwards		(419	)		(425	)
Employee and retiree benefit accruals		(129	)		(175	)
Alternative minimum tax credits		(184	)		(158	)
Other, net		(223	)		(255	)
Total deferred tax assets		(955	)	(1,013		)
Valuation allowances for
deferred tax assets		108			121
Net deferred tax liabilities		4,658			4,826
Current deferred tax assets		116			125
Total net deferred tax liabilities	$	4,774		$	4,951

     Deferred tax assets are recognized for the tax benefit of deducting timing differences and foreign, federal, and state net operating loss and tax credit carryforwards. Valuation allowances are recognized on these assets if it is believed some or all of the deferred tax assets will not be realized. Management believes the majority of deferred tax assets will be realized because of the depletion of certain significant tax deductions and anticipated future taxable income from operations.

     Valuation allowances of $108 million and $121 million as of December 31, 2000 and 1999, respectively, were established for the remaining deferred tax assets. Included in the valuation allowance as of December 31, 2000 and 1999, were $23 million and $46 million, respectively, for net operating loss carryforwards of acquired companies. Previously established valuation allowances for net operating losses of acquired companies were reduced in 2000 and 1999 by $23 million and $85 million, respectively. These reversals are based on a reassessment of the utilization of net operating loss carryforwards and are reflected as a reduction to franchise assets.

     Federal tax operating loss carryforwards total $689 million. The majority of these carryforwards were acquired through the purchase of various bottling companies. These carryforwards are available in varying amounts to offset future federal taxable income through their expiration in years 2004 through 2019.

     At December 31, 2000 and 1999, the Company’s foreign subsidiaries had $133 million and $240 million in distributable earnings, respectively. These earnings are exclusive of amounts that would result in little or no tax under current laws if remitted in the future. The Company’s earnings from foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no provision for U.S. federal and state income taxes has been made for these earnings. Determination of the amount of unrecognized deferred tax liability on these undistributed earnings is not practicable. Upon distribution of foreign subsidiary 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.

     French income tax rates were reduced in December 2000, with the rate reductions to be phased in during 2001 and 2002. This rate change reduced deferred tax liabilities associated with the Company’s operations in France by approximately $8 million. The United Kingdom’s income tax rate was reduced from 31% to 30% in July 1998 effective April 1, 1999. This rate change reduced deferred tax liabilities associated with the Company’s operations in the United Kingdom by $29 million in 1998. These deferred tax liability reductions were recognized as credits to income tax expense.

COCA-COLA ENTERPRISES INC. 43

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

13. EARNINGS PER SHARE
The following table presents information concerning basic and diluted earnings per share:

(IN MILLIONS EXCEPT PER SHARE DATA; PER SHARE DATA IS CALCULATED PRIOR TO ROUNDING TO MILLIONS)	2000		1999		1998
Net Income	$	236	$	59	$	142
Preferred stock dividends		3		3		1
Net Income Applicable to Common Shareowners	$	233	$	56	$	141
Basic Average Common Shares Outstanding		419		425		393
Effect of Dilutive Securities:
Stock compensation awards		10		11		13
Diluted Average Common Shares Outstanding		429		436		406
Basic Net Income Per Share Applicable to Common Shareowners	$	0.56	$	0.13	$	0.36
Diluted Net Income Per Share Applicable to Common Shareowners	$	0.54	$	0.13	$	0.35

     On April 17, 1998, the Company’s Board of Directors approved an increase in the regular quarterly dividend to $0.04 per common share. This quarterly dividend increase was effective and payable beginning July 1, 1998. Dividends are declared at the discretion of the Company’s Board of Directors.

14. COMPREHENSIVE INCOME (LOSS)
The following table (in millions) presents a summary of the Company’s accumulated other comprehensive income (loss) items and related tax effects. Comprehensive income (loss) is comprised of net income and other adjustments that may include minimum pension liability adjustments, currency items such as foreign currency translation adjustments and hedges of net investments in international subsidiaries, and unrealized gains and losses on certain investments in debt and equity securities. The Company provides income taxes on currency items, except for income taxes on the impact of currency translations, as earnings from international subsidiaries are considered to be indefinitely reinvested.

					Unrealized
					Gains and
	Currency		Pension		Losses on
	Items		Adjustments		Securities		Total
Balance, December 31, 1997	$  (16	)	$     –		$  –		$ (16	)
1998 Pre-Tax Activity	9		(12	)	–		(3	)
1998 Tax Effects	12		5		–		17
Balance, December 31, 1998	$     5		$    (7	)	$  –		$   (2	)
1999 Pre-Tax Activity	(34	)	–		(9	)	(43	)
1999 Tax Effects	(32	)	–		3		(29	)
Balance, December 31, 1999	$  (61	)	$    (7	)	$ (6	)	$ (74	)
2000 Pre-Tax Activity	(75	)	(8	)	(6	)	(89	)
2000 Tax Effects	(72	)	3		2		(67	)
Balance, December 31, 2000	$(208	)	$  (12	)	$(10	)	$(230	)

15. RELATED PARTY TRANSACTIONS
At December 31, 2000, The Coca-Cola Company owned approximately 40% of the Company’s outstanding common shares. The Company generates approximately 92% of its product sales volume from the sale of products of The Coca-Cola Company. The Company and The Coca-Cola Company have entered into various transactions and agreements in the ordinary course of business. Certain of these transactions and agreements are disclosed in other sections of the accompanying financial statements and related notes. The following outlines other significant transactions between the Company and The Coca-Cola Company and its affiliates:

Marketing Support and Other Arrangements:
The Coca-Cola Company engages in a variety of marketing programs, local media advertising, and other similar arrangements to promote the sale of products of The Coca-Cola Company in territories operated by the Company. In 2000, 1999, and 1998, total direct marketing support paid or payable to the Company, or onbehalf of the Company by
The Coca-Cola Company, approximated $766 million,

44 COCA-COLA ENTERPRISES INC.

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

$767 million, and $899 million, respectively. Pursuant to cooperative advertising, and brand and trade arrangements with The Coca-Cola Company, the Company paid The Coca-Cola Company $195 million, $243 million, and $173 million in 2000, 1999, and 1998, respectively, for local media, brand, and marketing program costs. In addition, funding for costs associated with market or infrastructure development paid or payable to the Company by The Coca-Cola Company approximated $223 million, $338 million, and $324 million in 2000, 1999, and 1998, respectively. The level of promotional programs principally reflects the Company’s continued growth and the effect of recent acquisitions. The Coca-Cola Company is under no obligation to continue past levels of funding.

Fountain Syrup and Package Product Sales: The Company sells fountain syrup back to The Coca-Cola Company in certain territories and delivers this syrup to certain major fountain accounts of The Coca-Cola Company. The Company will, on behalf of The Coca-Cola Company, invoice and collect amounts receivable for these fountain sales. In addition, the Company also sells bottle and can beverage products to The Coca-Cola Company at prices that are generally similar to the prices charged by the Company to its major customers. During 2000, 1999, and 1998, The Coca-Cola Company paid the Company approximately $460 million, $419 million, and $383 million, respectively, for fountain syrup, bottle and can products, and delivery and billing services.

16. GEOGRAPHIC OPERATING INFORMATION
The Company operates in one industry: the marketing, distribution, and production of bottle and can liquid non-alcoholic refreshments. The Company operates in 46 states in the United States, the District of Columbia, and in the 10 provinces of Canada (collectively referred to as the “North American” territories), and in Belgium, continental France, Great Britain, Luxembourg, Monaco, and the Netherlands (collectively referred to as the “European” territories).
     The Company has no material amounts of sales or transfers between its North American and European territories and no significant United States export sales.

     The following presents long-lived assets as of December 31, 2000 and 1999, and net operating revenues for the years ended December 31, 2000, 1999, and 1998, by geographic territory (in millions):

		Long-Lived Assets
		2000	1999
North American		$15,435	$15,430
European		4,096	4,719
Consolidated		$19,531	$20,149
	Net Operating Revenues(A)
	2000	1999	1998
North American	$11,253	$10,728	$10,056
European	3,497	3,678	3,358
Consolidated	$14,750	$14,406	$13,414

(A) Because of acquisitions, business seasonality, and sales prohibitions resulting from the 1999 product recall, reported results may not be indicative of full-year results for periods presented.

17. COMMITMENTS AND CONTINGENCIES
The Company has guaranteed payment of up to $281 million of indebtedness owed by certain affiliates to third parties. At December 31, 2000, these affiliates had approximately $165 million of indebtedness guaranteed by the Company. The Company has letters of credit outstanding aggregating approximately $183 million principally under self-insurance programs.
     As of December 31, 2000, the Company has entered into long-term purchase agreements with various suppliers. Subject to each supplier’s quality and performance, the aggregate purchase commitments covered by these agreements during the next five years are as follows (in millions): 2001 – $1,718; 2002 – $1,767; 2003 – $1,193; 2004 – $741; and 2005 – $3,108. The Company leases office and warehouse space, computer hardware, and machinery and equipment under lease agreements expiring at various dates through 2039. At December 31, 2000, future minimum lease payments under noncancelable operating leases aggregate approximately $156 million. Rent expense was approximately $71 million, $80 million, and $85 million during 2000, 1999, and 1998, respectively.

COCA-COLA ENTERPRISES INC. 45

Notes To Consolidated Financial Statements

Coca-Cola Enterprises Inc.

     The Company’s bottler in Canada, acquired in 1997, is being audited for the years 1990 through 1997 by the Canadian Customs and Revenue Agency. The authorities have raised issues that could result in an assessment of additional taxes. The bottler believes it has substantial defenses to the issues being raised. However, it is too early to predict the final outcome of this matter. If an assessment were made, the authorities by law could require as much as one-half of any amount assessed to become immediately due and payable while the bottler pursues an appeal.

     The Company’s bottler in California is involved in a lawsuit by current and former employees principally concerning California wage and hour issues. The Company is unable to predict the amount of any costs under this case or the final outcome.

     The Company is currently under investigation by the European Commission in various jurisdictions for alleged abuses of an alleged dominant position under Article 82 of the EU Treaty. The Company does not believe that it has a dominant position in the relevant markets, or that its current or past commercial practices violate EU law. Nonetheless, the Commission has considerable discretion in making findings and levying fines, which are subject to judicial review. There is no set timetable for the conclusion of the investigations.

     The Company is a defendant in various matters of litigation generally arising out of the normal course of business. Although it is difficult to predict the ultimate outcome of these cases, management believes, based on discussions with counsel, that any ultimate liability would not materially affect the Company’s financial position, results of operations, or liquidity.

18. QUARTERLY FINANCIAL INFORMATION
Unaudited quarterly financial information follows (in millions except per share data):

													Fiscal
2000	First				Second(A)		Third(B)			Fourth(C)			Year
Net operating revenues		$	3,293		$	4,027	$	3,868		$	3,561		$	14,750
Gross profit		$	1,281		$	1,544	$	1,500		$	1,342		$	5,667
Net (loss) income applicable to common shareowners		$	(35	)	$	122	$	130		$	15		$	233
Basic net (loss) income per share applicable to      common shareowners		$	(0.08	)	$	0.29	$	0.31		$	0.04		$	0.56
Diluted net (loss) income per share applicable to      common shareowners		$	(0.08	)	$	0.29	$	0.30		$	0.04		$	0.54	(D)
														Fiscal
1999		First			Second(E)			Third	Fourth					Year
Net operating revenues		$	3,269		$	3,797	$	3,831		$	3,509		$	14,406
Gross profit		$	1,226		$	1,364	$	1,471		$	1,330		$	5,391
Net (loss) income applicable to common shareowners		$	(62	)	$	33	$	103		$	(18	)	$	56
Basic net (loss) income per share applicable to      common shareowners		$	(0.15	)	$	0.08	$	0.24		$	(0.04	)	$	0.13
Diluted net (loss) income per share applicable to      common shareowners		$	(0.15	)	$	0.08	$	0.24		$	(0.04	)	$	0.13

For quarterly reporting, the Company reports on the Friday closest to the end of the quarterly calendar period for reporting convenience. Each quarter presented includes 91 days, except for the first quarter of 1999 (92 days). 2000 results include the effect of revisions to depreciable lives of certain equipment categories adopted January 1, 2000. These revisions resulted in reductions in depreciation expense of approximately $31 million ($0.05 per common share after tax) in the first quarter of 2000, $45 million ($0.06 per common share after tax) in the second quarter of 2000, $42 million ($0.06 per common share after tax) in the third quarter of 2000, $43 million ($0.06 per common share after tax) in the fourth quarter of 2000, and $161 million ($0.23 per common share after tax) for full-year 2000.
(A)	The second quarter of 2000 includes a nonrecurring charge of $12 million ($0.02 per common share after tax) related to the restructuring of operations in Great Britain.
(B)	The third quarter of 2000 includes insurance proceeds of $20 million ($0.03 per common share after tax) related to the 1999 European product recall.
(C)	The fourth quarter of 2000 includes an adjustment reducing the Company’s annual effective tax rate to 33% and a nonrecurring reduction in income tax expense of approximately $14 million ($0.03 per common share) principally due to a rate change in France and a revaluation of income tax obligations.
(D)	Due to the method required by SFAS No. 128 to calculate per share data, the quarterly per share data does not total the full-year per share data.
(E)	The second quarter of 1999 includes a nonrecurring charge of $103 million ($0.16 per common share after tax) associated with the European product recall.

46 COCA-COLA ENTERPRISES INC.

1999 MANAGEMENT’S
     Financial Review

Coca-Cola Enterprises Inc.

OPERATIONS REVIEW

OVERVIEW
In 1999, we delivered 11% comparable cash operating profit growth and earnings per share of $0.29, excluding the non-recurring product recall costs in Europe. The comparable cash operating growth does not include $30 million of cash operating profit we believe was lost by the European recall in June 1999. If these sales had not been lost, we believe comparable cash operating profit growth would have been 12%.
     For the 1999 discussion, “comparable” operating results, as presented, are determined by adjusting:

• 1999 results to exclude the nonrecurring product recall costs and
• 1998 results to include the results of significant 1998 and 1999 acquisitions for the same periods included in 1999 reported results.

Cash Operating Profit in 1999 increased to almost $2.2 billion, 10% above actual 1998 results, primarily because of our 4% wholesale price increase.

Net Operating Revenues in 1999 were up 7% to $14.4 billion, reflecting a combination of our 1999 acquisitions and the success of our pricing initiatives, offset by a decrease in comparable volume. Comparable net bottle and can revenues per case increased 4% and comparable bottle and can cost of sales per case remained flat compared to 1998 per case data.
     The net revenues per case increase reflected the progress we made in improving returns in certain channels and the favorable product, package, and channel mix shifts experienced in 1999. Flat cost of sales per case for 1999 reflected favorable packaging costs and the impact of currency exchange rates offset by ingredient cost increases.

Volume in 1999 on a comparable basis decreased approximately 1% on a consolidated level, reflecting declines in Coca-Cola classic and diet Coke and strong performance in Sprite, Fruitopia, POWERaDE, and Dasani.
     The comparable bottle and can physical case volume decrease for 1999 followed a 5% increase in 1998. The 1999 comparable growth decrease resulted from a 2% decrease in domestic volume, combined with a 3% growth in international volume. The 1999 North American volume decrease primarily reflected decreases in the sales of 6-pack and 24-pack can packages in the future consumption channels where the most significant focus on margin improvement occurred. On a unit case basis, North America represented 78% and 77% of the Company’s 1999 and 1998 volume, respectively.

Selling, Delivery, and Administrative Expenses in 1999 increased 10% from 1998. The increase resulted primarily from the product recall costs of $12 million and the increases in depreciation and amortization expenses relating to capital expenditures and acquisitions.

Interest Expense in 1999 increased over reported 1998 interest, reflecting a higher 1999 debt balance primarily as a result of 1999 and 1998 acquisitions and capital spending. The weighted average cost of debt was 6.6% for 1999 and 6.9% in 1998. At the end of 1999, 24% of the Company’s debt portfolio was comprised of floating-rate debt with the remainder at fixed rates.

Income Tax Expense as a percentage of earnings before income taxes was 33% in 1999, approximately equal to the 1998 effective tax rate excluding the $29 million impact of the 1998 United Kingdom tax rate change. The Company’s effective tax rate reflects a combination of actual 1999 pre-tax earnings and the beneficial tax impact of international operations, including the favorable tax treatment granted to certain international operations under a tax holiday that expired in 1999.

Basic and Diluted Earnings Per Share in 1999 were $0.13 as compared to reported 1998 basic and diluted net income of $0.36 and $0.35 per common share, respectively. Currency exchange rates did not have a material impact on 1999 earnings per share.
     The 1999 nonrecurring product recall costs reduced earnings per share by $0.16, and the 1998 one-time benefit from the United Kingdom tax rate change increased 1998 results by $0.07 per share. Excluding these nonrecurring items in 1999 and 1998, the 1999 net income per diluted share was $0.29 compared to the 1998 adjusted results of $0.28 per share.
     In 1999, the Company repurchased and settled approximately 4 million shares of common stock for an aggregate cost of $81 million under its share repurchase program, and issued approximately 22 million treasury shares of common stock in connection with its acquisitions of bottling operations.

COCA-COLA ENTERPRISES INC. 47

1999 MANAGEMENT’S
     Financial Review

Coca-Cola Enterprises Inc.

1999 CASH FLOW REVIEW

OPERATING ACTIVITIES
Cash flows from operating activities in 1999 resulted from the favorable operating performance discussed earlier. The increases in depreciation and amortization expenses for 1999 were caused by increased capital spending and the acquisitions of bottling operations.

INVESTING ACTIVITIES
The Company’s continued capital investments in its infrastructure and the acquisitions of bottling operations resulted in net cash used in investing activities of approximately $1.7 billion.
     In 1999, the Company acquired bottlers in the United States and Europe for a total purchase price plus assumed debt of approximately $730 million.

FINANCING ACTIVITIES
During 1999, the Company issued $558 million in Notes due 2002-2021 with a weighted average interest rate of 5.5% and $452 million in Notes due 2002-2009 with a weighted average interest rate of 5.9% under its Euro Medium Term Note Program and its Canadian Medium Term Note Program, respectively.
     Additionally, the Company issued $300 million of 7.125% Notes due 2009 under its shelf registration statement with the Securities and Exchange Commission. Cash received on currency hedges results from settlements of currency swap agreements, including hedges on net investments in international subsidiaries.

CAUTIONARY STATEMENTS
Certain expectations and projections regarding future performance of the Company referenced in this Annual Report are forward-looking statements. These expectations and projections are based on currently available competitive, financial, and economic data along with the Company’s operating plans and are subject to certain future events and uncertainties. We caution readers that in addition to the important factors described elsewhere in this Annual Report, the following factors, among others, could cause the Company’s actual consolidated results in 2001 and thereafter to differ significantly from those expressed in any forward-looking statements.

Marketplace – The Company’s response to continued and increased customer and competitor consolidations and marketplace competition may result in lower than expected net pricing of our products. In addition, competitive pressures may cause channel and product mix to shift from more profitable cold drink channels and packages and adversely affect the Company’s overall pricing. Efforts to improve pricing in the future consumption channels of our business may result in lower than expected volume. The continued strength of the British pound sterling versus the euro may result in lower than expected profit. Also, weather conditions, particularly in Europe, can have a significant impact on the Company’s sales volume. Net pricing, volume, and costs of sales are the primary determinants of net earnings.

Funding from The Coca-Cola Company – Material changes in levels of funding historically provided under various programs with The Coca-Cola Company, or our inability to meet the performance requirements for the anticipated levels of such support payments, could adversely affect future earnings. The Coca-Cola Company is under no obligation to continue past levels of funding.

Raw Materials – Our forecast of earnings and cash operating profit assumes no unplanned increases in the costs of raw materials, ingredients, packaging materials, or supplies. If such increases occur, and the Company is unable to increase its pricing to customers by comparable amounts, earnings and cash operating profit would be adversely affected.

Infrastructure Investment – Projected capacity levels of our infrastructure investment may differ from actual if our volume growth does not continue as anticipated. Significant changes from our expected timing of returns on cold drink equipment and employee, fleet, and plant infrastructure investments could adversely impact our future cash operating profit and net income.

Euro Conversion – Unexpected costs associated with our European operations converting to the common European currency, the euro, may adversely affect future cash operating profit and net income.

Financing Considerations – Changes from our expectations regarding both interest rates and currency exchange rates can have a material impact on our earnings. We may not be able to mitigate completely the effect of significant interest rate or currency exchange rate fluctuations.

Tax Contingency – The potential assessment of additional taxes resulting from audits conducted by the Canadian tax authorities may have a material impact on our earnings and financial condition.

Amortization Contingency – The impact of the Financial Accounting Standards Board’s (FASB) project on business combinations and amortization of intangible assets with indefinite lives is uncertain pending adoption and issuance of the rules by the FASB.

Regulatory Considerations – The potential impact of the implementation of the Occupational Health and Safety Administration’s ergonomics program is uncertain at this time.

48 COCA-COLA ENTERPRISES INC.

Report of Management

Coca-Cola Enterprises Inc.

Management has prepared the accompanying consolidated financial statements appearing in this Annual Report and is responsible for their integrity and objectivity. The consolidated financial statements, including amounts that are based on management’s best estimates and judgment, have been prepared in conformity with accounting principles generally accepted in the United States and are free of material misstatement. Management also prepared other information in this Annual Report and is responsible for its accuracy and consistency with the consolidated financial statements.
     Management maintains a system of internal accounting controls and procedures over financial reporting designed to provide reasonable assurance, at an appropriate cost/benefit relationship, that assets are safeguarded and that transactions are authorized, recorded, and reported properly. The internal accounting control system is augmented by a program of internal audits and reviews by management, written policies and guidelines, careful selection and training of qualified personnel, and a written Code of Business Conduct adopted by the Board of Directors applicable to all employees of the Company and its subsidiaries. Management believes that the Company’s internal accounting controls provide reasonable assurance (i) that assets are safeguarded against material loss from unauthorized use or disposition and (ii) that the financial records are reliable for preparing consolidated financial statements and other data and maintaining accountability for assets.
     The Audit Committee of the Board of Directors, composed solely of directors who are not officers of the Company or The Coca-Cola Company, meets periodically with the independent auditors, management, and the officer of the Company directing internal audit to discuss internal accounting control, auditing, and financial reporting matters. The Committee reviews with the independent auditors the scope and results of the audit effort. The Committee also meets with the independent auditors and the Company’s Director of Internal Audit, without management present, to ensure that the independent auditors and the Company’s Director of Internal Audit have free access to the Committee.
     The independent auditors, Ernst & Young LLP, are recommended by the Audit Committee of the Board of Directors and selected by the Board of Directors and ratified by the Company’s shareowners. Ernst & Young LLP is engaged to audit the consolidated financial statements of Coca-Cola Enterprises Inc., and subsidiaries and conduct such tests and related procedures as Ernst & Young LLP deems necessary in conformity with auditing standards generally accepted in the United States. The opinion of the independent auditors, based upon their audit of the consolidated financial statements, is contained in this Annual Report.

JOHN R. ALM President and Chief Operating Officer	PATRICK J. MANNELLY Senior Vice President and Chief Financial Officer	MICHAEL P. COGHLAN Vice President, Controller and Principal Accounting Officer
Atlanta, Georgia January 22, 2001

Report of Ernst & Young LLP, Independent Auditors

Board of Directors,
Coca-Cola Enterprises Inc.

We have audited the accompanying consolidated balance sheets of Coca-Cola Enterprises Inc. as of December 31, 2000 and 1999, and the related consolidated statements of income, shareowners’ equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
     We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.
     In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Coca-Cola Enterprises Inc. at December 31, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

January 22, 2001

COCA-COLA ENTERPRISES INC. 49

Selected Financial Data

Coca-Cola Enterprises Inc.

								1997(C)
								Pro
(IN MILLIONS EXCEPT PER SHARE DATA)	2000(A)		1999(B)			1998		Forma
Operations Summary
Net operating revenues	$	14,750	$	14,406	$	13,414		$	12,377
Cost of sales		9,083		9,015		8,391			7,810
Gross profit		5,667		5,391		5,023			4,567
Selling, delivery, and administrative expenses		4,541		4,552		4,154			3,854
Operating income		1,126		839		869			713
Interest expense, net		791		751		701			615
Other nonoperating expense (income), net		2		–		(1	)		8
Income (loss) before income taxes		333		88		169			90
Income tax expense (benefit)(H)		97		29		27			(27	)
Net income (loss) before cumulative effect of changes
in accounting principles		236		59		142			117
Cumulative effect of changes in accounting principles		–		–		–			–
Net income (loss)		236		59		142			117
Preferred stock dividends		3		3		1			2
Net income (loss) applicable to common shareowners	$	233	$	56	$	141		$	115
Other Operating Data
Depreciation expense	$	810	$	899	$	725		$	615
Amortization expense		451		449		395			426
Average Common Shares Outstanding(I)(J)
Basic		419		425		393			383
Diluted		429		436		406			396
Per Share Data(I)(J)
Basic net income (loss) per common share before cumulative
effect of changes in accounting principles	$	0.56	$	0.13	$	0.36		$	0.30
Diluted net income (loss) per common share before cumulative
effect of changes in accounting principles		0.54		0.13		0.35			0.29
Basic net income (loss) per share applicable to common shareowners		0.56		0.13		0.36			0.30
Diluted net income (loss) per share applicable to common shareowners		0.54		0.13		0.35			0.29
Dividends per common share		0.16		0.16		0.13	(K)		0.10
Closing stock price		19.00		20.125		35.75			35.56
Year-End Financial Position
Property, plant, and equipment, net	$	5,783	$	5,594	$	4,891		$	3,862
Franchises and other noncurrent assets, net		13,748		14,555		13,956			11,812
Total assets		22,162		22,730		21,132			17,487
Long-term debt		11,121		11,378		10,745			8,792
Shareowners’ equity		2,834		2,924		2,438			1,782

The Company acquired subsidiaries in each year presented and divested subsidiaries in certain periods. Such transactions, except for (i) the 1997 acquisitions of Amalgamated Beverages Great Britain Limited (“Great Britain Bottler”), The Coca-Cola Bottling Company of New York, Inc. (“Coke New York”), and Coca-Cola Beverages Ltd. (“Coke Canada”), (ii) the 1996 acquisition of Coca-Cola Enterprise S.A., Coca-Cola Production S.A., and S.A. Beverage Sales Holding N.V. (collectively “the French and Belgian bottlers”), (iii) the 1991 acquisition of Johnston Coca-Cola Bottling Group, Inc. (“Johnston”), and (iv) gains from the sale of certain bottling operations, did not significantly affect the Company’s operating results in any one fiscal period. All acquisitions and divestitures have been included in or excluded from, as appropriate, the consolidated operating results of the Company from their respective transaction dates.
(A)	The 2000 results include the effect of revisions to depreciable lives of certain equipment categories adopted January 1, 2000. These revisions resulted in a reduction in depreciation expense of approximately $161 million ($0.23 per common share after tax) for full-year 2000.
(B)	The 1999 results include a one-time charge of $103 million ($0.16 per common share after tax) for the costs associated with recalled product in certain parts of Europe. These costs were allocated $91 million to cost of sales and $12 million to selling, delivery, and administrative expenses.
(C)	The 1997 pro forma Operations Summary, Other Operating Data, and Per Share Data give effect to the following acquisitions as though each had been owned for a full year beginning January 1, 1997: the Great Britain Bottler, Coke New York, and Coke Canada.

50 COCA-COLA ENTERPRISES INC.

			1996		(D)														1991			(G)
1997(C)		Pro																Pro
Reported		Forma		Reported			1995(E)			1994		1993			1992(F)			Forma			Reported
$	11,278	$	10,307	$		7,921	$	6,773		$	6,011	$	5,465		$	5,127		$	5,027		$		3,915
	7,096		6,444			4,896		4,267		3,703		3,372			3,219				3,170		2,420
	4,182		3,863			3,025		2,506		2,308		2,093			1,908				1,857		1,495
	3,462		3,155			2,480		2,038		1,868		1,708			1,602				1,687		1,375
	720		708			545		468			440		385			306			170				120
	536		564			351		326			310		328			312			312				210
	6		(5)			–		(3	)		3		2			6			3				2
	178		149			194		145			127		55			(12	)		(145	)			(92	)
	7		61			80		63			58		70			3			(17	)			(9	)
	171		88			114		82			69		(15	)		(15	)		(128	)			(83	)
	–		–			–		–			–		–			(171	)		–				–
	171		88			114		82			69		(15	)		(186	)		(128	)			(83	)
	2		9			8		2			2		–			–			9				9
$	169	$	79	$		106	$	80		$	67	$	(15	)	$	(186	)	$	(137	)	$		(92	)
$	566	$	483	$		392	$	318		$	282	$	254		$	227		$	205		$		160
	380		319			235		211			179		165			162			125				91
	383		373			373		386			386		387			384			345				345
	396		380			380		390			388		387			384			345				345
$	0.44	$	0.21	$		0.28	$	0.21		$	0.17	$	(0.04	)	$	(0.04	)	$	(0.35	)	$		(0.27	)
	0.43		0.21			0.28		0.20			0.17		(0.04	)		(0.04	)		(0.35	)			(0.27	)
	0.44		0.21			0.28		0.21			0.17		(0.04	)		(0.49	)		(0.35	)			(0.27	)
	0.43		0.21			0.28		0.20			0.17		(0.04	)		(0.49	)		(0.35	)			(0.27	)
	0.10		0.033			0.033		0.017		0.017		0.017			0.017			0.017			0.017
	35.56		16.16			16.16		8.97			6.00		5.09			4.09			5.13				5.13
$	3,862	$	3,156	$		2,812	$	2,158		$	1,963	$	1,890		$	1,733		$	1,706		$		1,706
	11,812		9,816			7,103		5,924		5,965		6,046			5,651				4,265		4,265
	17,487		14,674	11,234				9,064		8,738		8,682			8,085				6,677		6,677
	8,792		7,315			5,305		4,201		4,187		4,391			4,131				4,091		4,091
	1,782		1,550			1,550		1,435		1,339		1,260			1,254				1,442		1,442

(D)	The 1996 pro forma Operations Summary, Other Operating Data, Per Share Data, and Year-End Financial Position give effect to the following acquisitions as though each had been owned for a full year beginning January 1, 1996: the Belgian, Great Britain, and French bottlers, Coca-Cola Bottling Company West, Inc., Grand Forks Coca-Cola Bottling Co., and Ouachita Coca-Cola Bottling Company, Inc. (“Ouachita”).
(E)	In January 1995, the Company sold its 50% ownership interest in The Coca-Cola Bottling Company of the Mid-South (“Mid-South”) to Ouachita for a gain of $9 million included in other nonoperating expense (income), net. The Company’s interest in Mid-South was reacquired through the Ouachita acquisition in February 1996.
(F)	In 1992, the Company adopted SFAS 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” and SFAS 109, “Accounting for Income Taxes.” Fiscal periods prior to 1992 were not restated for these accounting changes.
(G)	The 1991 pro forma Operations Summary, Other Operating Data, and Per Share Data give effect to the acquisition of Johnston in December 1991 as though it had been completed at the beginning of 1991. A restructuring charge in 1991 of $152 million is included in selling, delivery, and administrative expenses.
(H)	Income tax expense (benefit) includes an income tax rate change (benefit) expense of approximately $(8) million in 2000, $(29) million in 1998, $(58) million in 1997, and $40 million in 1993.
(I)	For years beginning before 1998, information was adjusted for a 3-for-1 stock split effective in 1997.
(J)	In 1997, the Company adopted SFAS 128, “Earnings Per Share,” and restated average common shares and per share data.
(K)	Effective July 1, 1998, the Company increased its regular quarterly dividend from $0.025 to $0.04.

COCA-COLA ENTERPRISES INC. 51

EX-21

EXHIBIT 21

Name	Jurisdiction In Which	Owner of Shares (Unless Otherwise Noted, Ownership
	Organized	is 100%)
Coca-Cola Enterprises Inc.	Delaware	N/A
Trade names:
Alabama Coca-Cola Bottling Company
The Akron Coca-Cola Bottling Company
The Angleton Coca-Cola Bottling Company
The Atlanta Coca-Cola Bottling Company
Atlanta Ice Makers
Austin Coca-Cola Bottling Company
Beaumont Coca-Cola Bottling Company
Bluegrass Coca-Cola Bottling Company
The Brenham Coca-Cola Bottling Company
Brevard Coca-Cola Bottling Company
Brooksville Coca-Cola Bottling Company
Burlington Coca-Cola Bottling Company
CCE Bottling Group
CCE-South
Cameron Coca-Cola Bottling Company
Canners of Eastern Arkansas
Central States Coca-Cola Bottling Company
Centralia Coca-Cola Bottling Company
Champaign Coca-Cola Bottling Company
Cincinnati Coca-Cola Bottling Company
Circleville Coca-Cola Bottling Company
Coca-Cola Bottling Company of Alamogordo
Coca-Cola Bottling Company of Arkansas
Coca-Cola Bottling Company of Bloomington
The Coca-Cola Bottling Company of Brownsville
The Coca-Cola Bottling Company of Cedar Rapids
Coca-Cola Bottling Company of Clarksdale
Coca-Cola Bottling Company of Clovis
Coca-Cola Bottling Company of Cody
Coca-Cola Bottling Company of Colorado/Northern
Wyoming
Coca-Cola Bottling Company of Columbus
Coca-Cola Bottling Company of Dayton
Coca-Cola Bottling Company of Eastern Great Lakes
Coca-Cola Bottling Company of Flippen
Coca-Cola Bottling Company of Gillette
Coca-Cola Bottling Company of Goodland
Coca-Cola Bottling Company of Greeley
Coca-Cola Bottling Company of Greenville
Coca-Cola Bottling Company of Hobbs
Coca-Cola Bottling Company of Las Vegas
Coca-Cola Bottling Company of Leesville
Coca-Cola Bottling Company of Little Rock
Coca-Cola Bottling Company of Louisville
Coca-Cola Bottling Company of Marianna
The Coca-Cola Bottling Company of Memphis,
Tenn.
Coca-Cola Bottling Company of Miami

Coca-Cola Bottling Company of Michigan

The Coca-Cola Bottling Company of Mid-

   America

Coca-Cola Bottling Company of Minot

Coca-Cola Bottling Company of Mississippi

Coca-Cola Bottling Company of Morrilton

Coca-Cola Bottling Company of Mt. Pleasant

Coca-Cola Bottling Company of Muskegon

Coca-Cola Bottling Company of New England

The Coca-Cola Bottling Company of New Iberia

Coca-Cola Bottling Company of North Texas

The Coca-Cola Bottling Company of Northern Ohio

Coca-Cola Bottling Company of Northern Wyoming

Coca-Cola Bottling Company of Ohio

Coca-Cola Bottling Company of Ohio/Kentucky

Coca-Cola Bottling Company of Ottumwa

The Coca-Cola Bottling Company of

   Paducah/Hopkinsville

Coca-Cola Botting Company of Port Huron

The Coca-Cola Bottling Company of Paris

Coca-Cola Bottling Company of Providence

Coca-Cola Bottling Company of Riverton

Coca-Cola Bottling Company of Roswell

The Coca-Cola Bottling Company of San Angelo

Coca-Cola Bottling Company of St. Louis

Coca-Cola Bottling Company of Sardis

Coca-Cola Botting Company of Searcy

Coca-Cola Bottling Company of Shreveport

Coca-Cola Bottling Company of Sheridan

The Coca-Cola Bottling Company of Sherman

Coca-Cola Bottling Company of Texarkana

Coca-Cola Bottling Company of Toledo

Coca-Cola Bottling Company of Trinidad

Coca-Cola Bottling Company of West Plains

Coca-Cola Bottling Company of West Point/LaGrange

The Coca-Cola Bottling Group (Southwest)

Coca-Cola Enterprises – Atlanta Region

Coca-Cola Enterprises Bottling Companies

Colorado Coca-Cola Bottling Company

Colorado Springs Coca-Cola Bottling Company

The Conroe Coca-Cola Bottling Company

Dallas Coca-Cola Bottling Company

Danville Coca-Cola Bottling Company

Dayton Coca-Cola Bottling Company

Daytona Coca-Cola Bottling Company

Decatur Coca-Cola Bottling Company

Denver Coca-Cola Bottling Company

Dr Pepper Bottling Company of Detroit

Dr Pepper Bottling Company of New Orleans

DuQuoin Coca-Cola Bottling Company

The El Campo Coca-Cola Bottling Company

Elyria Coca-Cola Bottling Company

Enterprises Media

Erie Coca-Cola Bottling Company

Evangeline Coca-Cola Bottling Company

Evansville Coca-Cola Bottling Company

Findlay Coca-Cola Bottling Company

Florida Coca-Cola Bottling Company

Ft. Myers Coca-Cola Bottling Company

Ft. Pierce Coca-Cola Bottling Company

Gainesville Coca-Cola Bottling Company

Galesburg Coca-Cola Bottling Company

Great Lakes Canning

Highlands Coca-Cola Bottling Company

Hopkinsville Coca-Cola Bottling Company

Houston Coca-Cola Bottling Company

Hygeia Coca-Cola Bottling Company

Jacksonville Coca-Cola Bottling Company

Jasper Coca-Cola Bottling Company

Johnston Coca-Cola Bottling Company

Johnston Coca-Cola Bottling Group

Jonesboro Coca-Cola Bottling Company

Lamar Coca-Cola Bottling Company

Lincoln Coca-Cola Bottling Company

The Louisiana Coca-Cola Bottling Company, Limited

Louisville Coca-Cola Bottling Company

Mansfield Coca-Cola Bottling Company

Mid-America Packaging Company

The Mid-Atlantic Coca-Cola Bottling Company

Mid-States Coca-Cola Bottling Company

Midwest Coca-Cola Bottling Company

Newark Coca-Cola Bottling Company

Ocala Coca-Cola Bottling Company

Olney Coca-Cola Bottling Company

Orlando Coca-Cola Bottling Company

Peoria Coca-Cola Bottling Company

Perryton Coca-Cola Bottling Company

Peru Coca-Cola Bottling Company

Portsmouth Coca-Cola Bottling Company

Pueblo Coca-Cola Bottling Company

Punta Gorda Coca-Cola Bottling Company

Rome Coca-Cola Bottling Company

Sarasota Coca-Cola Bottling Company

Shreveport Coca-Cola Bottling Company

Southwest Coca-Cola Bottling Company

Springfield Coca-Cola Bottling Company

St. Petersburg Coca-Cola Bottling Company

Tallahassee Coca-Cola Bottling Company

Tampa Coca-Cola Bottling Company

Tyler Coca-Cola Bottling Company

Valdosta Coca-Cola Bottling Company

Waco Coca-Cola Bottling Company

Youngstown Coca-Cola Bottling Company

Bottling Holdings (International) Inc. (“BHI”)	Delaware	CCE
Coca-Cola Enterprises Holdings LLC (“CCEH”)	Delaware	BHI
Bottling Holdings (Luxembourg) SARL (“BHL”)	Luxembourg	CCEH
CCE Investments (Netherlands) BV (“CCEI”)	Netherlands	BHL

Bottling Holdings (Netherlands) BV (“BHN”)	Netherlands	CCEI
Coca-Cola Production SAS	France	BHN
Bottling Holding France SNC (“BHF”)	France	BHN (99%)
Coca-Cola Entreprise SAS	France	BHF  (99%)
Soutirages Luxembourgeois SARL	Luxembourg	BHN
Coca-Cola Enterprises Holdings Netherlands BV (“CCEHN”)	Netherlands	BHN
Coca-Cola Enterprises Belgium SPRL (“CCEB”)	Belgium	CCEHN (79%), BHN (21%)
Enterprises KOC Acquisition Company (“KOC”)	Canada	CCEB    (79%), BHN (21%)
Coca-Cola Bottling Company	Canada	KOC
Coca-Cola Bottling Company UK Limited (“CCEUK”)	Great Britain	BHI
Coca-Cola Enterprises Great Britain plc (“CCEGB”)	Great Britain	CCEUK
Amalgamated Beverages Great Britain Limited (“ABGB”)	Great Britain	CCEGB
Coca-Cola Enterprises Limited	Great Britain	ABGB
The Coca-Cola Bottling Company of New York, Inc.	Delaware	CCE
Trade names:
Coca-Cola Bottling Company of Albany
Coca-Cola Bottling Company of Glens Falls
Coca-Cola Bottling Company of Greenfield
Coca-Cola Bottling Company of New England
Coca-Cola Bottling Company of Oneonta
Coca-Cola Bottling Company of Pittsfield
Coca-Cola Bottling Company of Rutland
Coca-Cola Bottling Company of Syracuse
Coca-Cola Bottling Company of Utica
Coca-Cola Bottling Company of Watertown
Coca-Cola Enterprises Bottling Companies
BCI Coca-Cola Bottling Company of Los Angeles	Delaware	CCE
Trade names:
The Coca-Cola Bottling Company of Bakersfield
The Coca-Cola Bottling Company of Bishop
Coca-Cola Bottling Company of California
The Coca-Cola Bottling Company of Carson
Coca-Cola Bottling Company of Cathedral City
The Coca-Cola Bottling Company of Downey
The Coca-Cola Bottling Company of El Centro
Coca-Cola Bottling Company of Eureka, California
Coca-Cola Bottling Company of Hawaii
Coca-Cola Bottling Company of Imperial Valley
Coca-Cola Bottling Company of Klamath Falls
The Coca-Cola Bottling Company of Lancaster
Coca-Cola Bottling Company of Las Vegas
Coca-Cola Bottling Company of Los Angeles
Coca-Cola Bottling Company of Northern California
Coca-Cola Bottling Company of the Northwest
The Coca-Cola Bottling Company of Orange
Coca-Cola Bottling Company of Oregon
Coca-Cola Bottling Company of Port Angeles
Coca-Cola Bottling Company of San Diego
The Coca-Cola Bottling Company of Santa Maria
Coca-Cola Bottling Company of Southern California
Coca-Cola Bottling Company of Spokane

The Coca-Cola Bottling Company of Sylmar

The Coca-Cola Bottling Company of Rancho

   Cucamonga

The Coca-Cola Bottling Company of Ventura

The Coca-Cola Bottling Company of Victorsville

Coca-Cola Bottling Company of Washington

Coca-Cola Enterprises Bottling Companies

Diamond Head Beverages

Enterprises Media

Medford Coca-Cola Bottling Company

Pacific Coca-Cola Bottling Company of Marysville

Phoenix Coca-Cola Bottling Company

Prescott Coca-Cola Bottling Company

Yuma Coca-Cola Bottling Company

Texax Bottling Group, Inc. Nevada CCE

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements of Coca-Cola Enterprises Inc. listed below of our report dated January 22, 2001, with respect to the consolidated financial statements and schedule of Coca-Cola Enterprises Inc. included and/or incorporated by reference in this Annual Report (Form 10-K) for the year ended December 31, 2000.

• Registration Statement No. 33-18495 on Form S-8, as amended, dated November 13, 1987 and related Prospectus

• Registration Statement No. 33-38771 on Form S-8 dated January 31, 1991 and related Prospectus

• Registration Statement No. 33-44448 on Form S-8 dated December 18, 1991 and related Prospectus

• Registration Statement No. 33-48482 on Form S-8 dated June 17, 1992 and related Prospectus

• Registration Statement No. 33-53219 on Form S-8 dated April 22, 1994 and related Prospectus

• Registration Statement No. 33-53221 on Form S-8 dated April 22, 1994 and related Prospectus

• Registration Statement No. 33-53223 on Form S-8 dated April 22, 1994 and related Prospectus

• Registration Statement No. 33-53227 on Form S-8 dated April 22, 1994 and related Prospectus

• Registration Statement No. 33-53229 on Form S-8 dated April 22, 1994 and related Prospectus

• Registration Statement No. 33-54951 on Form S-8 dated August 5, 1994 and related Prospectus

• Registration Statement No. 33-54953 on Form S-8 dated August 5, 1994 and related Prospectus

• Registration Statement No. 33-58695 on Form S-8, as amended, dated May 18, 1995 and related Prospectus

• Registration Statement No. 33-58697 on Form S-8, as amended, dated May 18, 1995 and related Prospectus

• Registration Statement No. 33-58699 on Form S-8, as amended, dated May 18, 1995 and related Prospectus

• Registration Statement No. 33-65257 on Form S-8 dated December 21, 1995 and related Prospectus

• Registration Statement No. 33-65261 on Form S-8 dated December 21, 1995 and related Prospectus

• Registration Statement No. 33-65413 on Form S-8 dated December 27, 1995 and related Prospectus

• Registration Statement No. 333-18569 on Form S-3 dated December 23, 1996 and related Prospectus

• Registration Statement No. 333-26173 on Form S-8 dated April 29, 1997 and related Prospectus

• Registration Statement No. 333-26181 on Form S-8 dated April 29, 1997 and related Prospectus

• Registration Statement No. 333-47353 on Form S-8 dated March 3, 1998 and related Prospectus

• Registration Statement No. 333-51559 on Form S-8, as amended, dated April 30, 1998 and related Prospectus

• Registration Statement No. 333-51573 on Form S-8 dated April 30, 1998 and related Prospectus

• Registration Statement No. 333-61891 on Form S-3 dated August 18, 1998 and related Prospectus

• Registration Statement No. 333-63413 on Form S-8 dated September 14, 1998 and related Prospectus

• Registration Statement No. 333-68681 on Form S-3 dated December 9, 1998 and related Prospectus

• Registration Statement No. 333-72713 on Form S-3 dated February 19, 1999 and related Prospectus

• Registration Statement No. 333-77801 on Form S-8 dated April 28, 1999 and related Prospectus

• Registration Statement No. 333-77805 on Form S-8 dated April 28, 1999 and related Prospectus

• Registration Statement No. 333-77807 on Form S-8 dated April 28, 1999 and related Prospectus

• Registration Statement No. 333-77809 on Form S-8 dated April 28, 1999 and related Prospectus

• Registration Statement No. 333-90217 on Form S-8 dated November 1, 1999 and related Prospectus

• Registration Statement No. 333-90219 on Form S-8 dated November 1, 1999 and related Prospectus

• Registration Statement No. 333-90221 on Form S-8 dated November 1, 1999 and related Prospectus

• Registration Statement No. 333-90223 on Form S-8 dated November 1, 1999 and related Prospectus

• Registration Statement No. 333-90225 on Form S-8 dated November 1, 1999 and related Prospectus

• Registration Statement No. 333-90229 on Form S-8 dated November 1, 1999 and related Prospectus

• Registration Statement No. 333-90245 on Form S-8 dated November 1, 1999 and related Prospectus

• Registration Statement No. 333-31516 on Form S-8 dated March 2, 2000 and related Prospectus

• Registration Statement No. 333-31516 on Form S-8 dated February 16, 2001 and related Prospectus

• Registration Statement No. 333-55896 on Form S-8 dated February 16, 2001 and related Prospectus

• Registration Statement No. 333-55960 on Form S-8, as amended dated March 5, 2001 and related Prospectus

/s/ ERNST & YOUNG LLP

Atlanta, Georgia

March 9, 2001

EX-24

EXHIBIT 24

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, Howard G. Buffett, Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ HOWARD G. BUFFETT          

Howard G. Buffett
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, James E. Chestnut, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ JAMES E. CHESTNUT          

James E. Chestnut
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, John L. Clendenin, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ JOHN L. CLENDENIN          

John L. Clendenin
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, Johnnetta B. Cole, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ JOHNNETTA B. COLE          

Johnnetta B. Cole
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, J. Trevor Eyton, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ J. TREVOR EYTON          

J. Trevor Eyton
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, Joseph R. Gladden, Jr., Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ JOSEPH R. GLADDEN, JR.

Joseph R. Gladden, Jr.
Vice Chairman and a Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, L. Phillip Humann, Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ L. PHILLIP HUMANN          

L. Phillip Humann
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, John E. Jacob, Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ JOHN E. JACOB          

John E. Jacob
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, Robert A. Keller, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ ROBERT A. KELLER          

Robert A. Keller
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, Jean-Claude Killy, a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ JEAN-CLAUDE KILLY          

Jean-Claude Killy
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, Lowry F. Kline, Vice Chairman of the Board of Directors, Executive Vice President and Chief Administrative Officer of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ LOWRY F. KLINE          

Lowry F. Kline
Director,
Coca-Cola Enterprises Inc.

POWER OF ATTORNEY

          KNOW ALL BY THESE PRESENTS, that I, Scott L. Probasco, Jr., a Director of Coca-Cola Enterprises Inc. (the “Company”), do hereby appoint Patrick J. Mannelly, Senior Vice President and Chief Financial Officer of the Company, John R. Parker, Jr., Senior Vice President and General Counsel of the Company, and J. Guy Beatty, Jr., Secretary of the Company, or any one of them, my true and lawful attorney for me and in my name in any and all capacities for the purpose of executing on my behalf the Company’s Annual Report on Form 10-K for the year ended December 31, 2000 or any amendment or supplement thereto, and causing such Annual Report or any such amendment or supplement to be filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

          IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of February, 2001.

/s/ SCOTT L. PROBASCO, JR.          

Scott L. Probasco, Jr.
Director,
Coca-Cola Enterprises Inc.