COCA COLA ENTERPRISES INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549
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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, 1995

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 01-09300

(COCA-COLA ENTERPRISES INC. LOGO)

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 58-0503352
(STATE OF (IRS EMPLOYER IDENTIFICATION
INCORPORATION) 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)
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Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, par value $1.00 per share New York Stock Exchange

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

NONE
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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 X No
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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 26, 1996 was $1,492,634,930.

There were 125,325,109 shares of Common Stock outstanding as of February
26, 1996.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Share Owners for the year
ended December 31, 1995, are incorporated by reference in Parts II and IV.

Portions of the registrant's Proxy Statement for the Annual Meeting of
Share Owners to be held on April 11, 1996 are incorporated by reference in Part
III hereof.
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TABLE OF CONTENTS

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PART I
ITEM 1. BUSINESS....................................................... 1
Introduction................................................... 1
Relationship with The Coca-Cola Company........................ 2
Acquisitions and Divestitures.................................. 3
Territories.................................................... 3
Products....................................................... 4
Marketing...................................................... 4
Raw Materials.................................................. 4
Domestic Bottle Contracts...................................... 5
International Bottler's Agreement.............................. 9
Competition.................................................... 10
Employees...................................................... 10
Governmental Regulation........................................ 10
ITEM 2. PROPERTIES..................................................... 12
ITEM 3. LEGAL PROCEEDINGS.............................................. 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............ 13
ITEM 4(A). EXECUTIVE OFFICERS OF THE COMPANY.............................. 14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS........................................................ 16
ITEM 6. SELECTED FINANCIAL DATA........................................ 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.......................................... 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................... 16
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE........................................... 17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT..................................................... 17
ITEM 11. EXECUTIVE COMPENSATION......................................... 17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT..................................................... 17
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................. 17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K............................................................ 18
SIGNATURES..................................................... 23

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PART I

ITEM 1. BUSINESS

INTRODUCTION

Coca-Cola Enterprises Inc. (the "Company") is in the liquid nonalcoholic
refreshment business and is the world's largest marketer, distributor, and
producer of bottled and canned beverage products of The Coca-Cola Company.

The Company was incorporated in Delaware in 1944 as a wholly owned
subsidiary of The Coca-Cola Company and became a public company in 1986. At
December 31, 1995, The Coca-Cola Company owned approximately 44% of the
Company's common stock. References in this report to the "Company" include the
Company and its subsidiaries and divisions.

The Company's domestic and international bottling territories (see
"Acquisitions and Divestitures" and "Territories" below), contained
approximately 156 million people at the end of 1995. During 1995, the Company
sold approximately 1.9 billion equivalent cases1 of beverage product throughout
its territories, approximately 90% of which were beverage products of The
Coca-Cola Company.

In the United States, the Company operates in exclusive and perpetual
territories containing approximately 54% of the population and accounting for
approximately 56% of all equivalent cases of bottled and canned product sales of
The Coca-Cola Company sold during 1995. These territories include the five
states with the largest population increases from 1991 to 1995 -- California,
Texas, Florida, Georgia, and Washington.

Domestic Operations

Management estimates that the Company's 1995 total case sales of beverage
products in the United States and the Caribbean were approximately 1.8 billion
equivalent cases, or approximately 19% of the estimated total 1995 case sales of
carbonated beverage products by all bottlers and fountain distributors.

In 1995, approximately 69% of the equivalent case sales of the Company,
excluding products in post-mix (fountain) form, were Coca-Cola Trademark
Beverages,2 approximately 21% were other beverage products of The Coca-Cola
Company and approximately 10% were beverage products of companies other than The
Coca-Cola Company. The Company's equivalent case sales of products in bottles
and cans, including products of companies other than The Coca-Cola Company,
constituted approximately 86% of the equivalent case sales of the Company in
1995. The remaining 14% of the Company's equivalent case sales in 1995 were in
post-mix form.

The Netherlands Operations

In 1995, the Company's subsidiary in the Netherlands, Coca-Cola Beverages
Nederland B.V. ("CCB Nederland"), sold approximately 90 million equivalent
cases, approximately 99% of which were beverage products of The Coca-Cola
Company.

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1 As used in this report, the term "equivalent case" refers to 192 ounces of
finished beverage product (24 eight-ounce servings).

2 As used in this report, the term "Coca-Cola Trademark Beverages" refers to
beverages bearing the trademarks "Coca-Cola" or "Coke", and "beverage products
of The Coca-Cola Company" refers collectively to the Coca-Cola Trademark
Beverages and all other beverage products of The Coca-Cola Company.

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Strategy

The Company expects to accomplish its primary goal -- the enhancement of
share-owner value -- through the implementation and execution of operating and
financial strategies designed to build the value of the Company.

The Company's primary operating objective is to increase long-term
operating cash flows through profitable increases in sales volume. The Company
expects to achieve this objective by creating and executing innovative and
superior marketing programs at the local level, balancing volume growth with
improved margins and sustainable increases in market share, developing
profitable business partnerships with customers, increasing investments in
high-profit, high-volume distribution channels, such as cold drink, and
providing financial incentives to employees to increase their focus on enhancing
share-owner value.

The Company's primary financial objective is to deliver a superior return
on investment to share owners. The Company intends to achieve this objective by
maintaining a capital structure which maximizes financial flexibility, given
current investment opportunities, identifying and acquiring territories that
provide long-term value, and allocating resources appropriately between capital
expenditures, infrastructure, share repurchases, acquisitions, and debt
repayment.

RELATIONSHIP WITH THE COCA-COLA COMPANY

The Coca-Cola Company is the Company's largest share owner. The Chairman of
the Board of Directors and three other directors of the Company are executive
officers or former executive officers of The Coca-Cola Company.

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 from time to
time in the future.

The Company conducts its business primarily under contracts with The
Coca-Cola Company. These contracts give the Company the exclusive right to
market, distribute, and produce beverage products of The Coca-Cola Company in
authorized bottles and cans in specified territories and 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 "Domestic Bottle Contracts" and
"International Bottler's Agreement" below. Other significant transactions and
agreements relate to, among other things, arrangements for cooperative
marketing, advertising expenditures, and purchases of sweeteners.

Since 1979, The Coca-Cola Company has assisted in the transfer of ownership
or financial restructuring of a majority of its United States bottler operations
and has assisted in similar transfers of bottlers operating outside the United
States. Certain bottlers and interests therein have been acquired by The
Coca-Cola Company and certain of those have been sold to 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 to acquire bottling
companies or interests therein and to assist in the sale of acquired bottlers to
other bottlers viewed as those best suited to promote the interests of The
Coca-Cola Company and the Coca-Cola bottler system, which may or may not include
the Company. In connection with such transactions, The Coca-Cola Company may own
all or part of the equity interests of acquired bottlers for varying periods of
time. See "Acquisitions and Divestitures" 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 Share Owners to be
held April 11, 1996 (the "Company's 1996 Proxy Statement"), which information is
incorporated by reference in Item 13 hereof.

The Company intends to acquire only bottling businesses offering the
Company the ability to produce long-term share-owner value.

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ACQUISITIONS AND DIVESTITURES

During 1995, the Company acquired The Wichita Coca-Cola Bottling Company,
having territories in Kansas, Nebraska, Colorado and Missouri, for approximately
$157 million, and the assets of a fountain business in Las Vegas, Nevada for
approximately $3.4 million. The total cost of all the Company's acquisitions
since reorganization in 1986 through December 31, 1995, including assumed and
issued debt, where applicable, is approximately $5.7 billion.

On February 21, 1996, the Company acquired the Ouachita Coca-Cola Bottling
Company, Inc. ("Ouachita Coca-Cola") having territories in Arkansas, Louisiana
and Mississippi, for a total consideration of approximately $313 million
(including assumed and issued debt), which was paid to the former shareholders
in cash, common stock and convertible preferred stock of the Company.

On December 12, 1995, the Company announced it was in preliminary
discussions with The Coca-Cola Company to acquire its bottlers located in
Belgium and France and a canning facility in Dunkirk, France.

In 1995, the Company sold its 50% interest in a Mississippi bottler for
approximately $17 million. Since reorganization in 1986, the aggregate proceeds
to the Company from the sale of bottlers and other businesses have been
approximately $473 million; of this amount, bottlers representing sales proceeds
of approximately $404 million were reacquired by the Company in 1991 as a result
of the acquisition of Johnston Coca-Cola Bottling Group, Inc. ("Johnston
Coca-Cola"), and the above-referenced Mississippi bottler was reacquired by the
Company in 1996 as a result of the acquisition of Ouachita Coca-Cola.

TERRITORIES

The Company's bottling territories in the United States and the Caribbean
include portions of 38 states and all of the District of Columbia, the U.S.
Virgin Islands, and the islands of Tortola and Grand Cayman. At December 31,
1995, these territories contained approximately 141 million people; giving
effect to the acquisition of Ouachita Coca-Cola, these territories contained
approximately 143 million people, representing approximately 54% of the United
States population. Population in the territories in the United States in which
the Company operated at December 31, 1995 increased over the preceding five
years by approximately 5.4%, as compared to an increase of 4.5% for the general
United States population during the same period.

The Company's territory in the Netherlands has a population of
approximately 15 million people.

The following maps identify the territories in which the Company operates:

Appearing here are maps of the United States,
a portion of the Caribbean and a portion of
Western Europe, outlining the Company's
territories.

(MAPS ARE NOT TO SAME SCALE)

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PRODUCTS

The Company markets, distributes, and produces beverage products of The
Coca-Cola Company; these products include Coca-Cola, Coca-Cola classic, caffeine
free Coca-Cola classic, diet Coke, caffeine free diet Coke, Sprite, diet Sprite,
Cherry Coke, diet Cherry Coke, Barq's, Fanta, Fresca, Fruitopia, Hi-C fruit
drinks, Mello Yello, Minute Maid and diet Minute Maid soft drinks, Minute Maid
Juices to Go, Mr. PiBB, diet Mr. PiBB, Powerade, Ramblin' root beer, and TAB.
Additionally, the Company markets, produces and distributes (or obtains from
contract packers) Nestea products, under license from Coca-Cola Nestle
Refreshments Company, USA, and various noncola beverage products under the
trademarks of companies other than The Coca-Cola Company. Substantially all of
the Coca-Cola Trademark Beverages, as well as TAB, Sprite, Minute Maid, and diet
Minute Maid carbonated orange beverages, are available throughout the Company's
domestic territories. Other products of The Coca-Cola Company and of other
companies are available in selected territories. Certain of the Company's
locations supply product to other Coca-Cola bottlers and major fountain
accounts.

The Coca-Cola Company and other companies manufacture syrups and
concentrates, and in some cases the finished product, for sale to bottlers and
to fountain wholesalers. Bottling and canning operations combine the syrup or
concentrate with sweetener and carbonated water, and package the finished
product in authorized bottles, cans, and post-mix containers for sale to
retailers. See "Marketing" and "Raw Materials" below.

Approximately 71% of the Company's domestic equivalent case sales in 1995
(excluding post-mix) represented caloric products and the balance represented
low-calorie products.

MARKETING

The Company sells its products in a variety of packages authorized by The
Coca-Cola Company and other companies. In 1995, domestic and international
equivalent case sales of the Company, excluding post-mix syrup sales, were
packaged approximately 56% in cans, 39% in other nonrefillable packaging, 4% in
returnable containers, and 1% in pre-mix containers. Post-mix syrup accounted
for approximately 14% of the Company's equivalent case sales in 1995.

The Company relies extensively on advertising and sales promotion in the
marketing of its products. The Coca-Cola Company and the other beverage
companies that supply concentrates, syrups, and finished product to the Company
join in making 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. In 1995, the Company's local media advertising
expenditures were approximately $39 million, in addition to cooperative media
advertising payments by The Coca-Cola Company of approximately $44 million.
Certain of the marketing expenditures by The Coca-Cola Company are made pursuant
to annual arrangements between The Coca-Cola Company and the Company. Although
The Coca-Cola Company has advised the Company that it intends to continue to
provide marketing support in 1996, it is not obligated to do so under either the
domestic or international bottle contracts between The Coca-Cola Company and the
Company. See "Domestic Bottle Contracts" and "International Bottler's Agreement"
below.

Sales of the Company's products are seasonal, with the second and third
calendar quarters generally accounting for higher sales volumes than the first
and fourth quarters.

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

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cardboard boxes), and other packaging materials. The Company generally purchases
its raw materials, other than concentrates, syrups, and sweeteners, from
multiple suppliers. The bottle contracts with The Coca-Cola Company provide
that, with respect to the products of The Coca-Cola Company, all authorized
containers, closures, cases, cartons, and other packages and labels must be
purchased from manufacturers approved by The Coca-Cola Company.

High fructose corn syrup currently is the principal sweetener of the
beverage products, other than low-calorie products, of The Coca-Cola Company.
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 requirements for sweeteners for 1996. See "Certain Relationships and
Related Transactions -- Agreements and Transactions with The Coca-Cola
Company -- Sweetener Requirements Agreement" in the Company's 1996 Proxy
Statement, which information is incorporated by reference in Item 13 hereof. The
Company does not separately purchase low-calorie sweeteners because sweeteners
for the 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 a significant portion of its requirements
for plastic bottles from bottling cooperatives jointly owned by it and other
Coca-Cola bottlers. Management of the Company believes that ownership interests
in certain suppliers and the self-manufacture of certain packages serve to
reduce or contain costs.

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

DOMESTIC BOTTLE CONTRACTS

The Company purchases concentrate and syrup from The Coca-Cola Company and
markets, distributes, and produces its principal liquid nonalcoholic refreshment
products within the United States under two basic forms of bottle contracts with
The Coca-Cola Company: bottle contracts that cover the Coca-Cola Trademark
Beverages (the "Cola Bottle Contracts") and bottle contracts that cover other
carbonated beverages of The Coca-Cola Company (the "Allied Bottle Contracts")
(herein referred to collectively as the "Bottle Contracts"). See "Introduction"
and "Products" above. The Company and each of its wholly owned bottling company
subsidiaries are parties to one or more separate Cola Bottle Contracts and to
various Allied Bottle Contracts. In this section, unless the context indicates
otherwise, a reference to the Company refers to the legal entity, which may be
either the Company or one of its bottling company subsidiaries, which is a party
to the Bottle Contracts with The Coca-Cola Company.

The Cola Bottle Contracts

The Cola Bottle Contracts 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 has the exclusive right to distribute
Coca-Cola Trademark Beverages for sale in its territories in authorized
containers. The Coca-Cola Company may determine, from time to time in its sole
discretion, what types of containers to authorize for use with products of The
Coca-Cola Company.

Pursuant to the Cola Bottle Contracts, The Coca-Cola Company annually
establishes the prices charged to the Company for concentrates and syrups for
Coca-Cola Trademark Beverages. The Company expects that net prices charged by
The Coca-Cola Company in 1996 for syrup and concentrates will increase
approximately 2.8% as compared to 1995 prices. The Coca-Cola Company has no
rights under the Bottle Contracts to establish the resale prices at which the
Company sells its products.

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The Company is obligated to maintain such plant and equipment, staff,
distribution, and vending facilities as are capable of manufacturing, packaging,
and distributing Coca-Cola Trademark Beverages in accordance with the Cola
Bottle Contracts and in sufficient quantities to fully satisfy the demand for
these beverages in its territories; to undertake adequate quality control
measures prescribed by The Coca-Cola Company; to develop and 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 and its affiliates of their 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 with respect
to the Coca-Cola Trademark Beverages for the year, including financial plans
showing that the Company and all of its bottler affiliates have the consolidated
financial capacity to perform their 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 notice of the failure, would give The
Coca-Cola Company the right to terminate the Cola Bottle Contract. 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 notice of the failure, The Coca-Cola Company may reduce the
territory covered by that Cola Bottle Contract by eliminating the portion of the
territory in which such failure has occurred.

The Coca-Cola Company has no obligation under the Bottle Contracts to
participate with the Company in expenditures for advertising and marketing, 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. Although The Coca-Cola Company has advised the Company
that it intends to continue to provide various forms of marketing support in
1996 at a comparable level of support as that provided in 1995, it is not
obligated to do so under the Bottle Contracts.

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 bottle contract for the Coca-Cola
Trademark Beverages to conform to the terms of the Cola Bottle Contract
described above.

The Cola Bottle Contracts are perpetual, except for the contract covering
the U.S. Virgin Islands and the islands of Tortola and Grand Cayman; this
contract has a term of five years after which the Company may request an
additional five-year extension that can be granted at the sole discretion of The
Coca-Cola Company. All Cola Bottle Contracts are subject to termination by The
Coca-Cola Company in the event of default by the Company. Events of default with
respect to each Cola Bottle Contract 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 the Cola Bottle Contract that remains uncured for 120 days after notice by
The Coca-Cola Company. If any Cola Bottle Contract is terminated, The Coca-Cola
Company has the right to terminate all other Cola Bottle Contracts held by the
bottler which is a party to the terminated contract, as well as the Cola Bottle
Contracts of any other entity which such bottler controls.

In addition, each Cola Bottle Contract held by the Company provides that
The Coca-Cola Company has the right to terminate that Cola Bottle Contract if a
person or affiliated group (with specified exceptions) acquires or obtains any
contract, option, conversion privilege, or other right to

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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 Bottle Contracts of the Company which make it an
event of default to dispose of any Cola Bottle Contract or voting securities of
any bottling company subsidiary without the consent of The Coca-Cola Company and
which prohibit the assignment or transfer of the Cola Bottle Contracts are
designed to preclude any person not acceptable to The Coca-Cola Company from
obtaining an assignment of a Cola Bottle Contract or from acquiring any voting
securities of the Company's bottling subsidiaries. These provisions will 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 that
might be beneficial to the Company and its share owners but which are not
acceptable to The Coca-Cola Company.

Supplementary Agreement

In addition to the Cola Bottle Contracts with The Coca-Cola Company
described above, the Company is a party to a supplementary agreement (the
"Supplementary Agreement") with The Coca-Cola Company regarding the exercise by
The Coca-Cola Company of its rights under the Bottle Contracts. Pursuant to the
Supplementary Agreement, The Coca-Cola Company has agreed to exercise good faith
and fair dealing under the Bottle Contracts; offer marketing support and
exercise its rights under the Bottle Contracts in a manner consistent with its
dealings with comparable bottlers; offer to the Company any material written
amendment to such Bottle Contracts which it offers to any other bottler; and,
subject to certain limitations, sell syrups and concentrates to the Company at
prices not greater than those charged to other bottlers which are parties to
agreements substantially similar to the Bottle Contracts. The Supplementary
Agreement provides for a term expiring on March 15, 1999 and may be terminated
by The Coca-Cola Company upon 30 days' notice in the event that The Coca-Cola
Company should cease to own more than 40% of the Company's outstanding common
stock.

The Allied Bottle Contracts

The Allied Bottle Contracts contain provisions that are similar to those of
the Cola Bottle Contracts with respect to pricing, authorized containers,
planning, quality control, transfer restrictions, and related matters, and grant
similar exclusive rights with respect to the distribution of beverages of The
Coca-Cola Company which are neither Coca-Cola Trademark Beverages nor, except
for Hi-C fruit drinks, noncarbonated beverages (the "Allied Beverages") for sale
in authorized containers in specified territories. Under the Allied Bottle
Contracts, the Company likewise has advertising, marketing, and promotional
obligations, but without restriction as to the marketing of competitive products
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 Bottle Contracts (except under the Allied Bottle Contracts 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 Bottle Contracts. The Allied Bottle Contracts each has a term
of ten years and is renewable by the bottler for an additional ten years at the
end of each term. The initial term for most of the Company's Allied Bottle
Contracts will expire in 1996 and subsequent years. The Company intends to renew
substantially all the Allied Bottle Contracts. The Allied Bottle Contracts are
subject to termination in the event of default by the Company. The Coca-Cola
Company may

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terminate an Allied Bottle Contract in the event of: (i) insolvency, bankruptcy,
dissolution, receivership, or the like; (ii) termination of the Cola Bottle
Contract of the Company by either party for any reason; or (iii) any material
breach of any obligation of the Company under the Allied Bottle Contract that
remains uncured for 120 days after notice by The Coca-Cola Company.

Noncarbonated Beverage Agreements

The Company purchases certain noncarbonated beverages such as isotonic,
tea, and fruit drinks in finished form from The Coca-Cola Company, or its
designees, pursuant to Marketing and Distribution Agreements ("Noncarbonated
Beverage Agreements"). The Noncarbonated Beverage Agreements have certain
significant differences from the Cola Bottle Contracts.

Each of the Noncarbonated Beverage Agreements has a term of ten 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. Unlike the Cola Bottle Contracts, which grant the Company
exclusivity in the distribution of the covered beverages in the territory, the
Noncarbonated Beverage Agreements permit The Coca-Cola Company to test market
noncarbonated beverage products in the territory, subject to the Company's right
of first refusal to do so, and to sell 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 shall pay
the Company certain fees for lost volume, delivery, and taxes in the event of
such commissary sales.

The Coca-Cola Company, in its sole discretion, sets the pricing the Company
must pay for noncarbonated beverages but has agreed, under certain
circumstances, to give the Company the benefit of more favorable pricing if
offered to other Coca-Cola bottlers. Under the Noncarbonated Beverage Agreements
for Powerade the Company may not sell other isotonic beverages.

In general, except as set forth above, the Noncarbonated Beverage
Agreements contain provisions similar to those in the Bottle Contracts with
respect to pricing, planning, quality control, marketing, and promotional
obligations.

Post-Mix Marketing, Fountain Appointments, and Other Similar Arrangements

The Company has in the past sold and delivered the post-mix products of The
Coca-Cola Company pursuant to one-year post-mix distributorship appointments. In
1995, the Company sold and/or delivered such post-mix products in most of its
major markets. Under the terms of the appointments, the Company is authorized to
distribute such syrups to retailers for dispensing to consumers within the
United States. The appointments are terminable by either party without cause
upon ten days' written notice. Unlike the Bottle Contracts, there is no
exclusive territory, and the Company faces competition not only from sellers of
other post-mix syrups but from other sellers of post-mix syrups of The Coca-Cola
Company (including The Coca-Cola Company). Depending on the market, the Company
is involved in the sale, distribution, and marketing of post-mix syrups in
differing degrees. In some markets, 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 market. See "Certain Relationships and Related
Transactions -- Agreements and Transactions with The Coca-Cola Company -- Agency
Billing and Delivery Arrangements" in the Company's 1996 Proxy Statement, which
information is incorporated by reference in Item 13 hereof.

Other Bottle Agreements

The bottle 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 bottling agreements have limited terms of appointment
and, in most instances, prohibit the bottler from dealing in competitive
products. Those

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agreements contain restrictions generally similar in effect to those in the Cola
Bottle Contracts as to trade names, approved bottles, cans and labels, sale of
imitations, and cause for termination.

INTERNATIONAL BOTTLER'S AGREEMENT

CCB Nederland operates in the Netherlands under a Bottler's Agreement dated
December 14, 1992 (the "International Bottler's Agreement") with The Coca-Cola
Company; this agreement has certain significant differences from the domestic
Bottle Contracts.

The International Bottler's Agreement expires September 30, 1998, unless
terminated earlier as provided therein. If CCB Nederland has fully complied with
the agreement during the initial term, is "capable of the continued promotion,
development, and exploitation of the full potential of the business" and
requests 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 International Bottler's Agreement before the
expiration of the stated term upon the insolvency, bankruptcy, nationalization,
or similar condition of CCB Nederland or the occurrence of a default under the
International Bottler's Agreement which is not remedied within 60 days of notice
of the default being given by The Coca-Cola Company. The International Bottler's
Agreement may be terminated by either party in the event foreign exchange is
unavailable or local laws prevent performance.

CCB Nederland has the exclusive right within the Netherlands to sell the
beverages covered by the International Bottler's Agreement in refillable glass
and PET bottles. The covered beverages include the Coca-Cola Trademark and
Allied Beverages. The Coca-Cola Company has retained the rights to produce and
sell, or authorize third parties to produce and sell, the beverages in any other
manner or form, including cans, within the territory. CCB Nederland has been
granted a nonexclusive authorization to purchase finished product in cans from
The Coca-Cola Company or its designee and to distribute them within its
territory. This authorization is granted in connection with the International
Bottler's Agreement and expires on September 30, 1998, with a provision for an
extension of five years at the discretion of The Coca-Cola Company. The
Coca-Cola Company has granted CCB Nederland a nonexclusive authorization to
package and sell postmix and pre-mix beverages in the territory; this
authorization is terminable by either party with 90 days' prior notice.

CCB Nederland is prohibited from making sales of the beverages outside of
its territory, or to anyone intending to resell the beverages outside the
territory, without the consent of The Coca-Cola Company, except for sales
arising out of an order from a customer in another member state of the European
Union or for export to another such member state. The International Bottler's
Agreement contemplates that there may be instances in which large or special
buyers have operations transcending the boundaries of CCB Nederland's
territories, and in furtherance of this, CCB Nederland and The Coca-Cola Company
are cooperating in sales to such buyers.

The Company believes that the International Bottler's Agreement is
substantially similar to other agreements between The Coca-Cola Company and
European bottlers of Coca-Cola Trademark and Allied Beverages.

Similar to the Bottle Contracts under which the Company and its other
subsidiaries operate, the International Bottler's Agreement provides that the
sales of beverage base and other goods to CCB Nederland are at prices which are
set from time to time by The Coca-Cola Company. The Company expects that net
prices charged in 1996 by The Coca-Cola Company for syrup, concentrate, and
other goods will increase approximately 4% over 1995 prices.

The Coca-Cola Company has no commitment to provide marketing support under
the International Bottler's Agreement, but it has provided substantial marketing
support in the past and has advised CCB Nederland that it intends to continue
marketing support to CCB Nederland in 1996 at a similar level as provided in
1995.

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COMPETITION

The liquid nonalcoholic refreshment business is highly competitive.
Competition exists among all beverages, including soft drinks, sports drinks,
tea, juices, juice drinks, coffee, water, beer, wine and bottled waters.
Competitors in this business include bottlers and distributors of nationally
advertised and marketed products, regionally advertised and marketed products,
and chain store and private label beverages. The Company estimates that in 1995
the products of The Coca-Cola Company represented approximately 35% of total
food store carbonated soft drink sales in all domestic territories in which the
Company operates, and that those of PepsiCo, Inc. represented approximately 31%.
The Company also estimates that in each of its domestic territories, between 55%
and 75% of food store carbonated soft drink sales are accounted for by the
Company and its major competitor, which in most territories is the bottler of
the soft drink products of PepsiCo, Inc.

Brand recognition and pricing are significant factors affecting the
Company's competitive position, and the trademarks associated with its products
are the most favorable factor for the Company. Other competitive factors among
bottlers are marketing, distribution methods, service to the trade and the
management of sales promotion activities. Vending machine sales, packaging
changes and contracts with fountain customers are also competitive factors. The
introduction of new products has been another major competitive element in the
liquid nonalcoholic refreshment industry.

EMPLOYEES

At December 31, 1995, the Company had approximately 33,000 employees, about
850 of these located in the Netherlands. The acquisition of Ouachita Coca-Cola
in 1996 added approximately 850 additional employees. The Company is a party to
collective bargaining agreements covering approximately 24% of its employees.
These collective bargaining agreements expire at various dates through 2000. 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

Anti-litter measures have been enacted in California, Connecticut,
Delaware, Iowa, Massachusetts, Michigan, New York, Oregon, and the City of
Columbia, Missouri, where some of the Company bottlers operate, prohibiting 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 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 the past, similar legislation has been proposed but not adopted
elsewhere, although the Company anticipates that additional states or local
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. A portion of the Massachusetts law was held unconstitutional by the
Massachusetts Supreme Judicial Court as it related to deposits escheated to the
state prior to the effective date of the law. A favorable settlement with the
state on the deposits escheated to the state prior to the effective date of the
law is anticipated in 1996. Michigan also has a statute, effective January 1,
1990, requiring bottlers to pay to the state unclaimed container deposits.

Excise taxes on sales of soft drinks have been in place in various states
for several years. The states in which the Company operates currently imposing
such taxes are Arkansas, Louisiana, North Carolina and Tennessee. In addition,
two local jurisdictions in which the Company operates, Baltimore City, Maryland
and Honolulu, Hawaii, have imposed a special tax on nonrefillable soft drink
containers. The Baltimore City container tax will be phased out over a period of
eigh-

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teen months, ending July 1, 1997. 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. Management of the Company
is unable to predict, however, whether such additional legislation will be
adopted.

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 in the future, but any such legislation could
be significant if widely enacted.

The domestic production, distribution, and sale of many of the Company's
products are subject to the Federal Food, Drug, and Cosmetic Act; the
Occupational Safety and Health Act; the Lanham Act; various federal, state, and
local environmental statutes and regulations; and various other federal, state,
and local statutes regulating the production, packaging, sale, safety,
advertising, labeling, and ingredients of such products.

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 soft drink
and other products and has concluded that none of the Company's products
currently requires a warning under the law. The Company cannot predict whether
or to what extent food industry efforts to minimize the law's impact on food
products will succeed, neither can the Company predict what impact, either in
terms of direct costs or diminished sales, imposition of the law may have.

Substantially all of the facilities of the Company are subject to federal,
state, and local provisions regulating 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
federal and state requirements. The Company has been named as a potentially
responsible party ("PRP") 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 material 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 and remediation of their sites, if necessary
and, to a lesser extent, the abatement of the discharge of pollutants, upgrading
water treatment facilities, and remediating friable asbestos, at various Company
facilities. The Company spent approximately $8 million pursuant to such plan in
1992, $9 million in 1993, $12 million in 1994, and $6 million in 1995. The
Company estimates it will spend approximately

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$5 million in 1996 and $6 million in 1997 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 material adverse effect on the financial condition
or results of operations of the Company.

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 federal and
state antitrust laws of general applicability. Under the federal 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 there is such
substantial and effective competition in each of the exclusive geographic
territories in which the Company operates.

ITEM 2. PROPERTIES

The principal properties of the Company include the executive offices,
production facilities, distribution facilities, administrative offices, and
service centers. At the end of 1995, the Company operated 44 beverage production
facilities, 16 of which are solely production facilities and 28 of which are
combination production/distribution facilities, and also operated 223 principal
distribution facilities. The Company owns 43 of its production facilities, 192
of its principal distribution facilities, and leases the others. In the
aggregate, the Company's owned and leased facilities covered approximately 22
million square feet. The acquisition of Ouachita Coca-Cola in 1996 added one
leased combination production/distribution facility and eight distribution
facilities owned by Ouachita Coca-Cola. These facilities cover approximately
800,000 square feet. Management of the Company believes that its production and
distribution facilities are generally sufficient to meet present operating
needs.

Twelve of the facilities owned by the Company are subject to liens to
secure indebtedness in an aggregate principal amount of approximately $7.7
million at December 31, 1995. Excluding expenditures for bottler acquisitions,
the Company's capital expenditures in 1995 were approximately $501 million.

At the end of 1995, the Company owned and operated approximately 27,000
vehicles of all types used in the sale, production, and distribution of its
products and approximately 1,030,000 coolers, beverage dispensers, and vending
machines. The acquisition of Ouachita Coca-Cola added approximately 800 vehicles
and 42,000 coolers and vending machines.

ITEM 3. LEGAL PROCEEDINGS

On January 10, 1996, the Delaware Court of Chancery approved the settlement
of the derivative suit filed in 1991 by Three Bridges Investment Group against
The Coca-Cola Company, Johnston Coca-Cola and the directors of the Company then
in office, relating to the acquisition of Johnston Coca-Cola by the Company.
Under the terms of the settlement, (i) an amount of attorneys' fees was awarded
to plaintiffs' counsel; (ii) the Company agreed that, for five years after the
date the settlement became final, any proposed merger or consolidation with,
purchase of an equity interest in, for a consideration of $10 million or more,
or other acquisition of an entity or other ownership interest from, The
Coca-Cola Company or any company in which The Coca-Cola Company has a 20% or
greater equity or other ownership interest, must be approved by a committee of
three independent directors of the Company; and (iii) the Company agreed to
continue its share repurchase program through at least April 1996.

The Company and several of its bottling subsidiaries or divisions have been
named as PRPs at several federal "Superfund" sites. In 1992, the Florida
Coca-Cola Bottling Company ("Florida CCBC") was named by the Environmental
Protection Agency ("EPA") as a PRP at the Peak Oil site in Tampa, Florida,
formerly the location of a refiner of used motor oil. Following an internal

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investigation and lengthy negotiations with the PRP Group's Allocation Task
Force, Florida CCBC agreed to accept liability for 32,141 gallons of used oil,
representing approximately 1.6% of the total amount (approximately two million
gallons) sent by all identified PRPs. Although the total remediation costs are
not yet known, it is estimated that Florida CCBC's ultimate liability could
reach $300,000. In 1992, a PRP at the South 8th Street landfill (a/k/a West
Memphis landfill) site in West Memphis, Arkansas brought The Coca-Cola Bottling
Company of Memphis, Tenn. ("CCBC Memphis") into the remediation proceedings as
an additional PRP with respect to that site, which is alleged to have been used
in the 1950s and 1960s as a dump site for the byproducts from the reprocessing
of used motor oil. The EPA is still investigating the site and has not issued an
estimate for the cost of remediation, although the PRP naming CCBC Memphis has
estimated the total cost to be as much as $45 million. In May 1995, CCBC Memphis
received and responded to a Request for Information from the EPA. Following its
initial investigation of this matter, CCBC Memphis determined that some of its
waste oil may have been taken to the South 8th Street landfill. Thus, CCBC
Memphis has joined the PRP group. However, neither the specific volume of waste
oil that may have been generated by CCBC Memphis nor CCBC Memphis' percentage of
the whole relative to other PRPs have yet been determined; accordingly CCBC
Memphis does not yet know whether its liability, if any, would be material. In
November 1994, the EPA notified the Coca-Cola Bottling Company of Northeast
Arkansas ("CCBC NEARK"), a bottler acquired by the Company in December 1993,
that it was also considered to be a PRP with respect to the South 8th Street
landfill site. It is believed that CCBC NEARK had no connection with this site,
and in any event the Company has the right of indemnification against the former
owners of CCBC NEARK. In April 1994, the Company was notified by a PRP group at
the Waste Disposal Engineering site in Andover, Minnesota, that one of its
predecessor companies, Midwest Coca-Cola Bottling Company ("Midwest CCBC") could
be a PRP at such site, a former landfill. The claim against the Company is
approximately $100,000; 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 November 1994, Florida CCBC received notice from a
PRP group at the Petroleum Products Corporation site in Pembroke Park, Florida,
that it could be a PRP at such site, the former location of a used oil recycling
facility. Total cleanup for the site is believed to be as much as $40 million.
Following its initial investigation of this matter, Florida CCBC determined that
some of its waste oil may have been taken to the Petroleum Products Corporation
site. Thus, Florida CCBC has joined the PRP group. However, neither the specific
volume of waste oil that may have been generated by Florida CCBC nor Florida
CCBC's percentage of the whole relative to other PRPs have yet been determined;
accordingly, Florida CCBC does not yet know whether its liability, if any, would
be material. The Company or its bottling subsidiaries have been named PRPs at
sixteen other federal and five state "Superfund" sites where management of the
Company has concluded 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.

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 material 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.

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ITEM 4(A). EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is information as of March 1, 1996 regarding the executive
officers of the Company:

PRINCIPAL OCCUPATION DURING
NAME AGE THE PAST FIVE YEARS
- --------------------------------- --- -----------------------------------------------------

Summerfield K. Johnston, Jr. .... 63 Mr. Johnston has been the Vice Chairman of the Board
and Chief Executive Officer of the Company since
December 1991. From 1979 to December 1991, he served
as Chairman of the Board and Chief Executive Officer
of Johnston Coca-Cola and served as President of
Johnston Coca-Cola prior to that time.
Henry A. Schimberg............... 62 Mr. Schimberg has been the President, Chief Operating
Officer, and a director of the Company since December
1991. From 1984 to December 1991, he served as
President and Chief Operating Officer of Johnston
Coca-Cola.
John R. Alm...................... 50 Mr. Alm has been Senior Vice President and Chief
Financial Officer of the Company since December 1991.
From 1985 to December 1991, he served as Senior Vice
President--Finance and Administration of Johnston
Coca-Cola.
Norman P. Findley III............ 51 Mr. Findley has been Senior Vice President of the
Company since December 1995. He was Vice President,
Domestic and International Marketing from July 1993
to December 1995. From 1989 to July 1993, he served
as Vice President, Marketing of the Company. From
1987 to 1989, he served as Vice President and Account
Manager of the Coca-Cola USA division of The
Coca-Cola Company.
Robert F. Gray................... 48 Mr. Gray has been Vice President, Information Systems
of the Company since February 1992. Mr. Gray was a
partner with KPMG Peat Marwick (accounting firm) from
1984 to 1992.
John C. Heinrich................. 54 Mr. Heinrich has been Vice President, Operations of
the Company since February 1992. He was the Vice
President for Operations of Johnston Coca-Cola from
1988 to 1991, and served as Vice President,
Operations from 1985 to 1988 of the Central States
Coca-Cola Bottling Company division of Johnston
Coca-Cola.
Summerfield K. Johnston III...... 42 Mr. Johnston has been Senior Vice President of the
Company since December 1995. He was Vice President,
Regional Operations from July 1993 to December 1995.
He was Vice President and General Manager, West
Central Region from December 1992 to July 1993. He
served as Vice President, Human Resources of the
Company from February 1992 to December 1992 and from
1987 to 1991, Mr. Johnston served as Executive Vice
President and General Manager of the Midwest
Coca-Cola Bottling Company division of Johnston
Coca-Cola.

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PRINCIPAL OCCUPATION DURING
NAME AGE THE PAST FIVE YEARS
- --------------------------------- --- -----------------------------------------------------

Jarratt H. Jones................. 42 Mr. Jones has been Vice President, Human Resources of
the Company since October 1993. He was a General
Manager for International Business Machines
Corporation from 1989 to 1993.
Lowry F. Kline................... 55 Mr. Kline has been Senior Vice President of the
Company since February 1996 and General Counsel of
the Company since December 1991. He was a partner in
the law firm of Miller & Martin, Chattanooga,
Tennessee, from 1970 until his resignation from that
firm in 1996 to become a full-time employee of the
Company.
Vicki G. Roman................... 42 Ms. Roman has been Vice President and Treasurer of
the Company since December 1993. She was Treasurer of
the Company from February 1992 to December 1993 and
was an Assistant Treasurer of the Company from 1986
to February 1992.
Philip H. Sanford................ 42 Mr. Sanford has been Senior Vice President of the
Company since December 1995. He was Vice President,
Finance and Administration from February 1993 to
December 1995, and was Vice President and Executive
Assistant to the Chief Executive Officer from
February 1992 to February 1993. From 1985 to 1991, he
served as Senior Vice President and Treasurer of
Johnston Coca-Cola.
Gary P. Schroeder................ 50 Mr. Schroeder has been Vice President, Regional
Operations of the Company since December 1994. He was
Regional Vice President, General Manager of the
Southwest Region from January 1992 to December 1994
and served as Division General Manager of the
Cincinnati Division of Johnston Coca-Cola from 1988
to 1992.
G. David Van Houten, Jr.......... 46 Mr. Van Houten has been Senior Vice President of the
Company since December 1995. He was Vice President,
Regional Operations of the Company from July 1993 to
December 1995 and he was Regional Vice President and
General Manager, Texas Region from 1992 to 1993. He
served as Area Vice President, Texas Area from 1989
to 1991.
Bernice H. Winter................ 47 Ms. Winter has been Vice President and Controller of
the Company since December 1993 and principal
accounting officer since April 1994. She was Vice
President, European Community Group of Coca-Cola
International from 1991 to December 1993 and was
President of the Coca-Cola Financial Corporation from
1988 to 1991.

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.

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PART II

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

LISTED AND TRADED: New York Stock Exchange

TRADED: Boston, Cincinnati, Chicago,
Pacific, and Philadelphia Exchanges

Share owners of common stock of record as of February 26, 1996: 8,877

STOCK PRICES

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

1995 HIGH LOW
- -----------------------------------------------------------------------------------------------
Fourth Quarter 29 7/8 24 1/8
Third Quarter 25 1/2 20 5/8
Second Quarter 23 1/4 20 1/8
First Quarter 21 3/4 17 3/4

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

1994 HIGH LOW
- -----------------------------------------------------------------------------------------------
Fourth Quarter 19 1/2 16 3/8
Third Quarter 18 3/8 16
Second Quarter 18 7/8 15 1/2
First Quarter 19 1/4 14

DIVIDENDS

Quarterly dividends in the amount of $0.0125 per share were paid during the
fiscal years 1994 and 1995. In February 1996, the Company's Board of Directors
increased the quarterly dividend to $0.025 per share, effective for the
quarterly dividend payable April 1, 1996.

ITEM 6. SELECTED FINANCIAL DATA

"Selected Financial Data" for the years 1986 through 1995, on pages 46 and
47 of the Company's Annual Report to Share Owners for the year ended December
31, 1995, is incorporated herein by reference.

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

"Management's Financial Review" on pages 18 through 29 of the Company's
Annual Report to Share Owners for the year ended December 31, 1995, is
incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the Registrant and its
subsidiaries are incorporated herein by reference to the Company's Annual Report
to Share Owners for the year ended December 31, 1995, at the pages indicated:

Consolidated Statements of Operations -- Years ended December 31, 1995,
1994 and 1993 (page 21)

Consolidated Statements of Cash Flows -- Years ended December 31, 1995,
1994 and 1993 (page 23)

Consolidated Balance Sheets -- December 31, 1995 and 1994 (page 25)

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19

Consolidated Statements of Share-Owners' Equity -- Years ended December
31, 1995, 1994 and 1993 (page 26)

Notes to Consolidated Financial Statements (pages 30-43)

Report of Independent Auditors (page 45)

"Quarterly Financial Data," on page 43 of the Company's Annual Report to
Share Owners for the years ended December 31, 1995 and 1994, is also
incorporated herein by reference.

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

Information relating to the directors of the Company is set forth under the
captions "Election of Directors -- Nominees" and "Election of
Directors -- Information Concerning Directors" on page 4 and on pages 4 through
7, respectively, of the Company's 1996 Proxy Statement. Such information is
incorporated herein by reference. Pursuant to Instruction 3 of Item 401(b) of
Regulation S-K and General Instruction G(3) of Form 10-K, information relating
to the executive officers of the Company is set forth at Item 4(A) of this
report under the caption "Executive Officers of the Company." Information
regarding 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 set forth in "Election of Directors -- Compliance with Section
16(a) of the Securities Exchange Act of 1934" on page 12 of the Company's 1996
Proxy Statement. Such information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation is set forth under the
captions "Election of Directors -- Compensation of Directors" and "Executive
Compensation" on page 9 and pages 13 through 22, respectively, of the Company's
1996 Proxy Statement. Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding ownership of the Company's common stock by certain
persons is set forth under the captions "Voting -- Principal Share Owners" and
"Election of Directors--Security Ownership of Directors and Officers" on page 3
and pages 9 through 12, respectively, of the Company's 1996 Proxy Statement.
Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain transactions between the Company, The
Coca-Cola Company and their affiliates and certain other persons is set forth
under the caption "Certain Relationships and Related Transactions" on pages 22
through 26 of the 1996 Proxy Statement. Such information is incorporated herein
by reference.

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20

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
Share Owners for the year ended December 31, 1995, are incorporated by reference
in Part II, Item 8 of this report:

Consolidated Statements of Operations -- Years ended December 31, 1995,
1994 and 1993.

Consolidated Statements of Cash Flows -- Years ended December 31, 1995,
1994 and 1993.

Consolidated Balance Sheets -- December 31, 1995 and 1994.

Consolidated Statements of Share-Owners' Equity -- Years ended December 31,
1995, 1994 and 1993.

Notes to Consolidated Financial Statements.

Report of Independent Auditors.

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

PAGE
----

Report of Independent Auditors................................................ F-2
Schedule II -- Valuation and Qualifying Accounts for the fiscal years ended
December 31, 1995, 1994 and 1993............................... 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.

INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------ ---------------------------------------- ----------------------------------------------

3.1 -- Restated Certificate of Incorporation of Exhibit 28.2 to the Company's Quarterly
Coca-Cola Enterprises, as amended on Report on Form 10-Q as filed May 11,
April 15, 1992. 1992.
3.2 -- Bylaws of Coca-Cola Enterprises, as Filed herewith.
amended through February 20, 1996.

18
21

INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------ ---------------------------------------- ----------------------------------------------

4.1 -- Indenture dated as of July 30, 1991, Exhibit 4.1 to the Company's Current
together with the First Supplemental Report on Form 8-K (Date of Report: July
Indenture thereto dated January 29, 30, 1991); Exhibit 4.01 to the Company's
1992, between Coca-Cola Enterprises and Current Report on Form 8-K (Date of
Manufacturers Hanover Trust Company, as Report: January 29, 1992); Exhibit 4.02
Trustee, with regard to certain to the Company's Current Report on Form
unsecured and unfunded debt securities 8-K (Date of Report: January 29, 1992);
of Coca-Cola Enterprises, and forms of Exhibit 4.01 to the Company's Current
notes and debentures issued thereunder. 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 4.02
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: May 12, 1995).
4.2 -- Medium-Term Notes Issuing and Paying Exhibit 4.2 to the Company's Annual
Agency Agreement dated as of October 24, Report on Form 10-K for the fiscal year
1994, between Coca-Cola Enterprises and ended December 31, 1994.
Chemical Bank, as issuing and paying
agent, including as Exhibit B thereto
the form of Medium-Term Note issuable
thereunder.
4.3 -- Indenture dated as of November 15, 1989 Exhibit 4.01 to the Company's Current
between Coca-Cola Enterprises and Report on Form 8-K (Date of Report:
Bankers Trust Company, as Trustee, with December 12, 1989); Exhibit 4.4(a) to
regard to certain unsecured and the Company's Annual Report on Form 10-K
unsubordinated debt securities of for the fiscal year ended December 29,
Coca-Cola Enterprises, and forms of 1989; Exhibit 4.4(b) to the Company's
Fixed Rate Medium Term Note and Floating Annual Report on Form 10-K for the
Rate Medium Term Note, each issuable fiscal year ended December 29, 1989.
commencing December 18, 1989 pursuant to
the above-referenced Indenture.
4.4 -- Credit Agreement dated as of December 7, Exhibit 4.4 to the Company's Annual
1994 among Coca-Cola Enterprises; Bank Report on Form 10-K for the fiscal year
of America National Trust and Savings ended December 31, 1994.
Association; Citibank, N.A.; The First
National Bank of Chicago; NationsBank of
Texas, National Association; Union Bank
of Switzerland, New York Branch; Texas
Commerce Bank National Association;
Trust Company Bank; Wachovia Bank of
Georgia, N.A.; Canadian Imperial Bank of
Commerce; Toronto Dominion (Texas),
Inc.; Swiss Bank Corporation, New York
Branch and Cayman Islands Branch; Mellon
Bank, N.A.; The Northern Trust Company;
ABN AMRO Bank, N.V., Atlanta Agency.

19
22

INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------ ---------------------------------------- ---------------------------------------------

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 Exhibit 10.1 to the Company's Annual
Enterprises, as amended through February Report on Form 10-K for the fiscal year
12, 1991.* ended December 31, 1991.
10.2 -- Form of Stock Option Agreement between Exhibit 10.5 to the Company's
Coca-Cola Enterprises and certain of its Registration Statement on Form S-1, No.
officers.* 33-9447.
10.3 -- Coca-Cola Enterprises 1991 Stock Option Exhibit 10.11 to the Company's Annual
Plan, as amended and restated through Report on Form 10-K for the fiscal year
February 18, 1992.* ended December 31, 1992.
10.4 -- Coca-Cola Enterprises 1994 Stock Option Exhibit 4.3 to the Company's
Plan.* Registration Statement on Form S-8, No.
33-53221.
10.5 -- Coca-Cola Enterprises 1995 Stock Option Exhibit 4.3 to the Company's
Plan.* Registration Statement on Form S-8, No.
33-58699.
10.6 -- Coca-Cola Enterprises 1992 Restricted Exhibit 4.3 to the Company's
Stock Award Plan (as amended and Registration Statement on Form S-8, No.
restated effective February 7, 1994).* 33-53219.
10.7 -- Coca-Cola Enterprises 1995 Restricted Exhibit 4.3 to the Company's
Stock Award Plan.* Registration Statement on Form S-8, No.
33-58695.
10.8 -- Coca-Cola Enterprises Restricted Stock Filed herewith.
Award Tax Withholding Agreement.*
10.9 -- 1995 Phantom Stock Award Plan.* Filed herewith.
10.10 -- 1992 and 1993 Long-Term Incentive Plan Exhibit 10.6 to the Company's Annual
of Coca-Cola Enterprises, as amended.* Report on Form 10-K for the fiscal year
ended December 31, 1994.
10.11 -- Coca-Cola Enterprises 1994-1996 Long- Exhibit 10.7 to the Company's Annual
Term Incentive Plan.* Report on Form 10-K for the fiscal year
ended December 31, 1994.
10.12 -- Coca-Cola Enterprises Inc. Long-Term Filed herewith.
Incentive Plan (Effective January 1,
1995).*
10.13 -- Coca-Cola Enterprises 1994 Executive Exhibit 10.8 to the Company's Annual
Management Incentive Plan (Effective Report on Form 10-K for the fiscal year
January 1, 1994).* ended December 31, 1994.
10.14 -- Coca-Cola Enterprises 1995 Executive Filed herewith.
Management Incentive Plan (Effective
January 1, 1995).*
10.15 -- 1991 Amendment and Restatement of the Exhibit 10.9 to the Company's Annual
Coca-Cola Enterprises Supplemental Report on Form 10-K for the fiscal year
Retirement Plan, as amended effective ended December 31, 1994.
July 1, 1993.*
10.16 -- Form of Stock Option Agreements between Exhibit 10.36 to the Company's
Coca-Cola Enterprises and certain of its Registration Statement on Form S-1, No.
directors.* 33-9447.
10.17 -- Coca-Cola Enterprises 1988 Stock Exhibit 10.10 to the Company's Annual
Appreciation Rights Plan, as amended Report on Form 10-K for the fiscal year
through February 12, 1991.* ended December 31, 1991.

20
23

INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------ ---------------------------------------- ------------------------------------------------

10.18 -- Amended and Restated Deferred Exhibit 10.16 to the Company's Annual
Compensation Agreement between Johnston Report on Form 10-K for the fiscal year
Coca-Cola Bottling Group and Henry A. ended December 31, 1993.
Schimberg dated December 16, 1991, as
amended.*
10.19 -- 1993 Amendment and Restatement of Exhibit 10.17 to the Company's Annual
Deferred Compensation Agreement between Report on Form 10-K for the fiscal year
Johnston Coca-Cola Bottling Group and ended December 31, 1993.
John R. Alm as of April 30, 1993.*
10.20 -- Retirement Plan for the Board of Exhibit 10.33 to the Company's Annual
Directors of Coca-Cola Enterprises, Report on Form 10-K for the fiscal year
effective April 11, 1991.* ended December 31, 1991.
10.21 -- Deferred Compensation Plan for Non- Exhibit 10.16 to the Company's Annual
Employee Director Compensation, as Report on Form 10-K for the fiscal year
amended and restated effective April 1, ended December 31, 1994.
1994.*
10.22 -- Tax Sharing Agreement dated November 12, Exhibit 10.1 to the Company's
1986 between Coca-Cola Enterprises and Registration Statement on Form S-1, No.
The Coca-Cola Company. 33-9447.
10.23 -- Registration Rights Agreement dated Exhibit 10.3 to the Company's
November 12, 1986 between Coca-Cola Registration Statement on Form S-1, No.
Enterprises and The Coca-Cola Company. 33-9447.
10.24 -- Registration Rights Agreement dated as Exhibit 10 to the Company's Current
of December 17, 1991 among Coca-Cola Report on Form 8-K (Date of Report:
Enterprises, The Coca-Cola Company and December 18, 1991).
the share owners of Johnston Coca-Cola
Bottling Group named therein.
10.25 -- Registration Rights Agreement dated as Exhibit 10.25 to the Company's Annual
of December 15, 1993 among Coca-Cola Report on Form 10-K for the fiscal year
Enterprises, The Coca-Cola Company and ended December 31, 1993.
the share owners of the Coca-Cola
Bottling Company of Northeast Arkansas,
Inc.
10.26 -- 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.
10.27 -- Letter Agreement dated March 15, 1989 Exhibit 10.23 to the Company's Annual
between Coca-Cola Enterprises and The Report on Form 10-K for the fiscal year
Coca-Cola Company with respect to the ended December 31, 1991.
Bottle Contracts, as amended by letter
agreement dated December 18, 1991.
10.28 -- Form of Tolling Agreement between The Exhibit 10.41 to the Company's Annual
Coca-Cola Company and various Company Report on Form 10-K for the fiscal year
bottlers. ended January 2, 1987.
10.29 -- Sweetener Sales Agreement -- Bottler Exhibit 10.30 to the Company's Annual
between The Coca-Cola Company and Report on Form 10-K for the fiscal year
various Company bottlers. ended December 31, 1992.

21
24

INCORPORATED BY REFERENCE OR FILED HEREWITH
(THE COMPANY'S CURRENT, QUARTERLY, AND ANNUAL
EXHIBIT REPORTS ARE FILED WITH THE SECURITIES AND
NUMBER DESCRIPTION EXCHANGE COMMISSION UNDER FILE NO. 01-09300)
- ------ ---------------------------------------- ----------------------------------------------

10.30 -- Can Supply Agreement, dated November 30, Filed herewith.
1995, between American National Can
Company and Coca-Cola Enterprises.
10.31 -- Share Repurchase Agreement dated January Exhibit 10.44 to the Company's Annual
1, 1991 between The Coca-Cola Company Report on Form 10-K for the fiscal year
and Coca-Cola Enterprises. ended December 28, 1990.
11 -- Statement re computation of per share Filed herewith.
earnings.
12 -- Statement re computation of ratios. Filed herewith.
13 -- 1995 Annual Report to Share Owners Filed herewith.
(Pages 18-43, 45-47).
21 -- Subsidiaries of the Registrant. Filed herewith.
23 -- Consent of Independent Auditors. Filed herewith.
24 -- Powers of Attorney. Filed herewith.
27 -- Financial Data Schedule (for SEC use only). Filed herewith.

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

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

(B) REPORTS ON FORM 8-K.

During the fourth quarter of 1995, the Company filed the following
current reports on Form 8-K:

DATE OF REPORT DESCRIPTION
- ---------------------------- -------------------------------------------------------

October 17, 1995............ Reporting financial results for third quarter and first
nine months of 1995.
November 28, 1995........... Filing opinion of counsel in connection with offering
of Medium-Term Notes.
December 12, 1995........... Announcing discussions with The Coca-Cola Company
regarding acquisition of bottling and canning
operations in France and Belgium.
December 19, 1995........... Announcing changes in share repurchase program and
increase in certain noncash expenses.

(C) EXHIBITS

See Item 14(a)(3) above.

(D) FINANCIAL STATEMENT SCHEDULES

See Item 14(a)(2) above.

22
25

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)

By: /s/ S. K. JOHNSTON, JR.
------------------------------------
S. K. Johnston, Jr.
Vice Chairman and Chief Executive
Officer

Date: March 5, 1996

Pursuant to the 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/ S. K. JOHNSTON, JR. Vice Chairman, Chief March 5, 1996
- --------------------------------------------- Executive
(S. K. Johnston, Jr.) Officer and a Director
(principal executive
officer)

/s/ JOHN R. ALM Senior Vice President and March 5, 1996
- --------------------------------------------- Chief Financial Officer
(John R. Alm) (principal financial
officer)

/s/ BERNICE H. WINTER Vice President and Controller March 5, 1996
- --------------------------------------------- (principal accounting
(Bernice H. Winter) officer)

* Chairman of the Board of March 5, 1996
- --------------------------------------------- Directors
(M. Douglas Ivester)

* President, Chief Operating March 5, 1996
- --------------------------------------------- Officer and a Director
(Henry A. Schimberg)

* Director March 5, 1996
- ---------------------------------------------
(Howard G. Buffett)

* Director March 5, 1996
- ---------------------------------------------
(John L. Clendenin)

* Director March 5, 1996
- ---------------------------------------------
(Johnnetta B. Cole)

* Director March 5, 1996
- ---------------------------------------------
(T. Marshall Hahn, Jr.)

23
26

SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- ----------------

* Director March 5, 1996
- ---------------------------------------------
(Claus M. Halle)

* Director March 5, 1996
- ---------------------------------------------
(L. Phillip Humann)

* Director March 5, 1996
- ---------------------------------------------
(E. Neville Isdell)

* Director March 5, 1996
- ---------------------------------------------
(John E. Jacob)

* Director March 5, 1996
- ---------------------------------------------
(Robert A. Keller)

* Director March 5, 1996
- ---------------------------------------------
(Scott L. Probasco, Jr.)

* Director March 5, 1996
- ---------------------------------------------
(Francis A. Tarkenton)

*By: /s/ LOWRY F. KLINE
- ---------------------------------------------
Lowry F. Kline
Attorney-in-Fact

24
27

INDEX TO FINANCIAL STATEMENT SCHEDULES

PAGE
----

Report of Independent Auditors........................................................ F-2
Schedule II -- Valuation and Qualifying Accounts for the fiscal years ended December
31, 1995, 1994 and 1993................................................ F-3

F-1
28

COCA-COLA ENTERPRISES INC.
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 generally accepted auditing
standards. 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, 1995 and 1994, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1995, in conformity with generally accepted accounting
principles. 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, 1996

F-2
29

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

COCA-COLA ENTERPRISES INC.

COL. A COL. B COL. C COL. D COL. E
- ---------------------------------- ---------- ----------------------------- ------------ ---------

ADDITIONS
-----------------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE
BEGINNING COSTS AND OTHER ACCOUNTS-- DEDUCTIONS -- AT END OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
- ---------------------------------- ---------- ---------- ---------------- ------------ ---------
(IN MILLIONS)
FISCAL YEAR ENDED:
DECEMBER 31, 1995
Allowance for losses on trade
accounts...................... $ 34 $ 5 $ 3(a) $ 9(b) $ 33
Valuation allowance for deferred
tax assets.................... $112 $ 8 $ -- $ -- $ 120
DECEMBER 31, 1994
Allowance for losses on trade
accounts...................... $ 33 $ 11 $ -- $ 10(b) $ 34
Valuation allowance for deferred
tax assets.................... $105 $ 7 $ -- $ -- $ 112
DECEMBER 31, 1993
Allowance for losses on trade
accounts...................... $ 31 $ 13 $ 5(a) $ 16(b) $ 33
Valuation allowance for deferred
tax assets.................... $ 86 $ 19 $ -- $ -- $ 105

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

(a) Principally represents recoveries of amounts previously charged off and, at
December 31, 1993, allowances for losses on trade accounts of acquired
companies at date of acquisition.
(b) Charge off of uncollectible accounts.

F-3
30

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