COCA COLA ENTERPRISES INC
10-Q, 1999-08-13
BOTTLED & CANNED SOFT DRINKS & CARBONATED WATERS
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ___________


                                   FORM 10-Q

        [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                 for the quarterly period ended July 2, 1999

                                       or

        [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 001-09300

                           COCA-COLA ENTERPRISES INC.

             (Exact name of registrant as specified in its charter)

            Delaware                                      58-0503352
 (State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                       Identification No.)

 2500 Windy Ridge Parkway, Suite 700
 Atlanta, Georgia                                           30339
 (Address of principal executive offices)                 (Zip Code)

                                  770-989-3000
              (Registrant's telephone number, including area code)


                                  ___________


Indicate by check mark whether the registrant (1) has filed all reports required
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      [ ]

       Indicate the number of shares outstanding of each of the issuer's
                            classes of common stock.

      424,968,488 Shares of $1 Par Value Common Stock as of August 6, 1999



<PAGE>   2


                           COCA-COLA ENTERPRISES INC.

                          QUARTERLY REPORT ON FORM 10-Q

                         FOR QUARTER ENDED JULY 2, 1999




                                      INDEX


                                                                           PAGE
                                                                           ----
                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Condensed Consolidated Statements of Operations for the
          Quarters ended July 2, 1999 and July 3, 1998 ............         1

        Condensed Consolidated Statements of Operations for the
          Six Months ended July 2, 1999 and July 3, 1998 ..........         2

        Condensed Consolidated Balance Sheets as of July 2, 1999
          and December 31, 1998 ...................................         3

        Condensed Consolidated Statements of Cash Flows for the
          Six Months ended July 2, 1999 and July 3, 1998 ..........         5

        Notes to Condensed Consolidated Financial Statements ......         6

Item 2. Management's Discussion and Analysis of Financial Condition
          and Results of Operations ...............................        13

                           PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K...........................        22


Signatures ........................................................        23


<PAGE>   3

Part I.  Financial Information

Item 1.  Financial Statements


                           COCA-COLA ENTERPRISES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Unaudited; in millions except per share data)



                                                              QUARTER ENDED
                                                          ---------------------
                                                           JULY 2,      JULY 3,
                                                            1999         1998
                                                          --------     --------

NET OPERATING REVENUES ................................    $3,797       $3,687
Cost of sales .........................................     2,433        2,297
                                                           ------       ------

GROSS PROFIT ..........................................     1,364        1,390
Selling, delivery, and administrative expenses ........     1,127        1,048
                                                           ------       ------

OPERATING INCOME ......................................       237          342
Interest expense, net .................................       186          170
Other nonoperating expenses, net ......................         1           --
                                                           ------       ------

INCOME BEFORE INCOME TAXES ............................        50          172
Income tax expense ....................................        16           61
                                                           ------       ------

NET INCOME ............................................        34          111
Preferred stock dividends .............................         1           --
                                                           ------       ------

NET INCOME APPLICABLE TO COMMON SHARE OWNERS ..........    $   33       $  111
                                                           ======       ======

BASIC NET INCOME PER SHARE APPLICABLE TO COMMON
  SHARE OWNERS ........................................    $ 0.08       $ 0.28
                                                           ======       ======

DILUTED NET INCOME PER SHARE APPLICABLE TO COMMON
  SHARE OWNERS ........................................    $ 0.08       $ 0.27
                                                           ======       ======

DIVIDENDS PER SHARE APPLICABLE TO COMMON SHARE             $ 0.04       $ 0.04
  OWNER ...............................................    ======       ======

See Notes to Condensed Consolidated Financial Statements.

                                      - 1 -
<PAGE>   4


                           COCA-COLA ENTERPRISES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 (Unaudited; in millions except per share data)



                                                             SIX MONTHS ENDED
                                                          ---------------------
                                                           JULY 2,      JULY 3,
                                                            1999         1998
                                                          --------     --------
NET OPERATING REVENUES ................................    $7,066       $6,645
Cost of sales .........................................     4,476        4,173
                                                           ------       ------

GROSS PROFIT ..........................................     2,590        2,472
Selling, delivery, and administrative
  expenses ............................................     2,258        2,041
                                                           ------       ------

OPERATING INCOME ......................................       332          431
Interest expense, net .................................       373          338
                                                           ------       ------

INCOME (LOSS) BEFORE INCOME TAXES .....................       (41)          93
Income tax expense (benefit) ..........................       (14)          33
                                                           ------       ------

NET INCOME (LOSS) .....................................       (27)          60
Preferred stock dividends .............................         2           --
                                                           ------       ------

NET INCOME (LOSS) APPLICABLE TO COMMON
  SHARE OWNERS ........................................    $  (29)      $   60
                                                           ======       ======

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
  APPLICABLE TO COMMON SHARE OWNERS ...................    $(0.07)      $ 0.15
                                                           ======       ======

DIVIDENDS PER SHARE APPLICABLE TO COMMON SHARE
  OWNERS ..............................................    $ 0.08       $0.065
                                                           ======       ======

See Notes to Condensed Consolidated Financial Statements.

                                      - 2 -
<PAGE>   5

                           COCA-COLA ENTERPRISES INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (In millions)


                                                       JULY 2,     DECEMBER 31,
                                ASSETS                  1999           1998
                                                     -----------   ------------
                                                     (Unaudited)

CURRENT
  Cash and cash investments, at cost
    approximating market .........................     $   142        $    68
  Trade accounts receivable, less
    reserves of $59 and $57 million,
    respectively .................................       1,495          1,337
  Inventories:
    Finished goods ...............................         441            373
    Raw materials and supplies ...................         266            170
                                                       -------        -------
                                                           707            543
  Prepaid expenses and other current
    assets .......................................         391            337
                                                       -------        -------
      Total Current Assets .......................       2,735          2,285

PROPERTY, PLANT, AND EQUIPMENT
  Land ...........................................         355            349
  Buildings and improvements .....................       1,263          1,237
  Machinery and equipment ........................       6,570          6,068
                                                       -------        -------
                                                         8,188          7,654
  Less allowances for depreciation ...............       3,226          2,956
                                                       -------        -------
                                                         4,962          4,698
  Construction in progress .......................         239            193
                                                       -------        -------
    Net Property, Plant, and
      Equipment ..................................       5,201          4,891

FRANCHISES AND OTHER NONCURRENT ASSETS, NET ......      14,608         13,956
                                                       -------        -------

                                                       $22,544        $21,132
                                                       =======        =======

See Notes to Condensed Consolidated Financial Statements.

                                      - 3 -
<PAGE>   6

                           COCA-COLA ENTERPRISES INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                         (In millions except share data)


                                                       JULY 2,     DECEMBER 31,
LIABILITIES AND SHARE-OWNERS' EQUITY                    1999           1998
                                                     -----------   ------------
                                                     (Unaudited)
CURRENT
  Accounts payable and accrued
    expenses .....................................     $ 2,330        $ 2,257
  Current portion of long-term debt                      1,776          1,140
                                                       -------        -------
      Total Current Liabilities ..................       4,106          3,397

LONG-TERM DEBT, LESS CURRENT MATURITIES ..........       9,480          9,605

RETIREMENT AND INSURANCE PROGRAMS
  AND OTHER LONG-TERM OBLIGATIONS ................       1,025            977

LONG-TERM DEFERRED INCOME TAX LIABILITIES ........       4,987          4,715

SHARE-OWNERS' EQUITY
  Preferred stock ................................          49             49
  Common stock, $1 par value -
    Authorized - 1,000,000,000 shares;
    Issued - 447,937,161 and
      446,319,946 shares, respectively ...........         448            446
  Additional paid-in capital .....................       2,649          2,190
  Reinvested earnings ............................         395            458
  Accumulated other comprehensive income (loss) ..         (61)            (2)
  Common stock in treasury, at cost
    (23,069,205 and 44,865,214
    shares, respectively) ........................        (534)          (703)
                                                       -------        -------
      Total Share-Owners' Equity .................       2,946          2,438
                                                       -------        -------

                                                       $22,544        $21,132
                                                       =======        =======

                                      - 4 -
<PAGE>   7


                           COCA-COLA ENTERPRISES INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Unaudited; in millions)


                                                            SIX MONTHS ENDED
                                                         ---------------------
                                                          JULY 2,      JULY 3,
                                                           1999         1998
                                                         --------     --------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) ..................................    $   (27)     $    60
  Adjustments to reconcile net income
    (loss) to net cash derived from
    operating activities:
      Depreciation ...................................        437          342
      Amortization ...................................        222          182
      Deferred income tax benefit ....................        (47)         (21)
      Net changes in current assets and
        current liabilities ..........................       (356)        (364)
      Other ..........................................         55           36
                                                          -------      -------
  Net cash derived from operating activities .........        284          235

CASH FLOWS FROM INVESTING ACTIVITIES
  Investments in capital assets ......................       (601)        (838)
  Fixed asset disposals ..............................          2            3
  Cash investments in bottling operations,
    net of cash acquired .............................        (10)        (208)
  Other investing activities .........................        (45)         (68)
                                                          -------      -------
  Net cash used in investing activities ..............       (654)      (1,111)

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase in commercial paper ...................        507          648
  Issuance of long-term debt .........................        703        2,048
  Payments on long-term debt .........................       (877)      (1,806)
  Stock purchases for treasury .......................         (1)         (51)
  Cash dividend payments on common and
    preferred stock ..................................        (36)         (26)
  Exercise of employee stock options .................         27           14
  Cash received on currency hedges ...................        121           31
                                                          -------      -------
  Net cash derived from financing activities .........        444          858
                                                          -------      -------

NET INCREASE (DECREASE) IN CASH AND CASH
  INVESTMENTS ........................................         74          (18)
  Cash and cash investments at beginning
    of period ........................................         68           45
                                                          -------      -------

CASH AND CASH INVESTMENTS AT END OF PERIOD ...........    $   142      $    27
                                                          =======      =======

SUPPLEMENTAL NONCASH INVESTING AND FINANCING
  ACTIVITIES:
  Investments in bottling operations:
    Fair value of assets acquired ....................    $ 1,146      $ 2,126
    Debt issued and assumed ..........................       (114)        (497)
    Other liabilities assumed ........................       (425)        (800)
    Equity issued ....................................       (597)        (621)
                                                          -------      -------
    Cash paid, net of cash acquired ..................    $    10      $   208
                                                          =======      =======

See Notes to Condensed Consolidated Financial Statements.

                                      - 5 -
<PAGE>   8


                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting  principles (GAAP) for
interim financial information and with the instructions to Form 10-Q and Article
10 of  Regulation  S-X.  Accordingly,  they do not include all  information  and
footnotes required by GAAP for complete financial statements.  In the opinion of
management,  all adjustments  consisting of normal recurring accruals considered
necessary for a fair  presentation  have been included.  Certain  amounts in the
Condensed  Consolidated  Statements  of Cash  Flows  have been  reclassified  to
conform  to  1999  classifications.   For  further  information,  refer  to  the
consolidated financial statements and footnotes included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

NOTE B - SEASONALITY OF BUSINESS

Operating  results for the second  quarter and six months ended July 2, 1999 are
not indicative of results that may be expected for the year ending  December 31,
1999 because of business seasonality and the nonrecurring recall costs discussed
in Note C. Business  seasonality results from a combination of higher unit sales
of the Company's  products in the second and third quarters versus the first and
fourth  quarters of the year and the methods of accounting  for fixed costs such
as depreciation,  amortization, and interest expense which are not significantly
impacted by business seasonality.  In addition,  the first half of 1999 includes
one  fewer  selling  day  than  the  first  half  of  1998,  influencing  period
comparisons.

NOTE C - NONRECURRING COSTS

In  June  1999  the  Company  recalled  product  in  certain  parts  of  Europe.
Approximately  17 million  unit cases of product  were  impacted  by the product
recall, less than one percent of the Company's total annual volume. Recall costs
of  approximately  $103 million  consist  primarily of recalled  product  costs,
destruction  costs, third party costs,  warehousing costs, and  pick-up/delivery
costs. The amount does not include any financial impact related to lost sales or
the potential  impact on future sales although the Company's  operating  results
are  impacted  by  these   items.   The  Company  is   investigating   potential
reimbursement by insurance and/or third parties;  however,  second-quarter  1999
results do not include any potential reimbursement.  Details of the nonrecurring
costs are as follows (in millions):

                                      - 6 -
<PAGE>   9
                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE C - NONRECURRING COSTS (CONTINUED)

                                                                       ACCRUAL
                                                     NONRECURRING    BALANCE AT
                                                         COSTS      JULY 2,1999
                                                     ------------   ------------
  COST OF SALES
  Costs of recalled product (including taxes and
    third party handling) ........................       $ 59           $ 12
  Destruction, transportation, and warehousing
    costs ........................................         32             32
                                                         ----           ----
  TOTAL COST OF SALES ............................         91             44

  SELLING, DELIVERY, AND ADMINISTRATIVE
  Other selling costs ............................          7              7
  Other legal, delivery, and administrative costs.          5              4
                                                         ----           ----
  TOTAL SELLING, DELIVERY, AND ADMINISTRATIVE ....         12             11

                                                         ----           ----
  TOTAL ..........................................       $103           $ 55
                                                         ====           ====


NOTE D - ACQUISITIONS

In the first six  months  of 1999 the  Company  completed  the  following  seven
acquisitions   in  the  United  States  for  an  aggregate   purchase  price  of
approximately $630 million:

  -   Cameron  Coca-Cola  Bottling  Company,  Inc.,  operating  in   Pittsburgh,
      Pennsylvania, and portions 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, and

  -   Perryton  Coca-Cola Bottling Company, Inc., operating in the panhandles of
      Texas and Oklahoma.

                                      - 7 -
<PAGE>   10
                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE D - ACQUISITIONS (CONTINUED)

These  acquisitions were funded through a combination of cash, assumed debt, and
shares of the  Company's  common stock from  treasury.  The  purchase  method of
accounting  has been used,  and  accordingly,  the results of  operations of the
acquired  companies  are  included  in  the  Company's  Condensed   Consolidated
Statements  of  Operations  beginning  on or near the dates of  acquisition.  In
addition,  the assets and liabilities of companies  acquired are included in the
Company's Condensed Consolidated Balance Sheet at their estimated fair values on
the dates of acquisition.

On July 30, 1999,  the Company also completed the  acquisitions  of Sud Boissons
S.A. and Societe Boissons  Gazeuses de la Cote d'Azur,  both of which operate in
southern France, for approximately $100 million in cash and assumed debt.

NOTE E - LONG-TERM DEBT

Long-term  debt balances,  including  current  maturities,  are adjusted for the
effects of interest rate and currency swap agreements (in millions):

                                                       JULY 2,     DECEMBER 31,
                                                        1999           1998
                                                    ------------   ------------
  U.S. commercial paper (weighted
    average rates of 4.1% and 4.5%)(A) ..........      $ 2,028        $ 1,572
  Canadian dollar commercial paper
    (weighted average rates of 4.9%
    and 5.1%) ...................................          766            626
  Canadian dollar notes payable
    (weighted average rate of 5.7%)(B) ..........          342             --
  Notes due 1999 - 2037 (weighted
    average rate of 6.8%) .......................        2,150          2,150
  Debentures due 2012 - 2098 (weighted
    average rate of 7.4%) .......................        3,800          3,800
  8.35% zero coupon notes due 2020
    (net of unamortized discount of
    $1,584 and $1,598, respectively) ............          348            334
  Euro notes due 2002 - 2011 (weighted
    average rate of 7.2%) .......................        1,170          1,199
  Various foreign currency debt .................          419            869
  Additional debt ...............................          233            178
                                                       -------        -------
    Long-term debt including effect
      of net asset positions of currency
      swaps .....................................       11,256         10,728
    Net asset positions of currency swap
      agreements(C) .............................           --             17
                                                       -------        -------
                                                       $11,256        $10,745
                                                       =======        =======

                                      - 8 -
<PAGE>   11
                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE E - LONG-TERM DEBT (CONTINUED)

Aggregate  maturities  of  long-term  debt  for the  five  twelve-month  periods
subsequent to July 2, 1999 are as follows (in millions):  2000 - $1,776;  2001 -
$284; 2002 - $2,307; 2003 - $771; and 2004 - $550.

(A) At July 2, 1999 and December 31, 1998,  $1,375 million and $1,352 million of
    the Company's  U.S.  commercial  paper had been  effectively  exchanged into
    non-U.S.  dollar  obligations  through  currency  swap  arrangements.  These
    currency  swap  arrangements  provide for the exchange of U.S.  dollars into
    Belgian francs,  Canadian dollars, French francs, Dutch florins, and British
    pounds  sterling  and also  provide  for the  periodic  exchange of interest
    payments.  The  Company  intends to renew  these  short-term  currency  swap
    arrangements  as they expire.  These  currency swap  arrangements  hedge net
    investments in international subsidiaries.

(B) During the first six months of 1999 the Company issued $234 million of 5.65%
    Notes due 2004 and $100  million  of 5.85%  Notes due 2009  under a Canadian
    Medium Term Note Program.

(C) The net asset  positions  of currency  swap  agreements  are included in the
    balance sheet as assets.

The Company has  domestic and  international  credit  facilities  to support its
commercial  paper programs and other  borrowings as needed.  At July 2, 1999 and
December 31, 1998, the Company had $275 million and $687 million,  respectively,
of short-term borrowings  outstanding under these credit facilities.  At July 2,
1999 and December 31, 1998, the Company has approximately  $4.1 billion and $3.8
billion,  respectively,  of amounts  available under domestic and  international
credit facilities.

At July 2, 1999 and  December  31,  1998,  approximately  $2.3  billion and $2.4
billion, respectively, of borrowings due in the next 12 months was 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 July 2, 1999 and December 31, 1998,  the Company had  available  for issuance
approximately  $3.0 billion in registered debt  securities  under a registration
statement  with the  Securities  and  Exchange  Commission.  At July 2, 1999 and
December 31, 1998,  the Company had  available for issuance  approximately  $1.8
billion and $1.3 billion,  respectively,  in debt securities under a Euro Medium
Term Note Program and  approximately  $1.0 billion at July 2, 1999 available for
issuance under a Canadian Medium Term Note Program.

The credit  facilities  and  outstanding  notes and debentures  contain  various
provisions which, 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 on the Company's liquidity or capital
resources.


                                      -9-
<PAGE>   12
                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE F - INCOME TAXES

The Company's effective tax rates for the first six months of 1999 and 1998 were
33% and 36%,  respectively.  A reconciliation of the income tax provision at the
statutory  federal rate to the Company's actual income tax provision follows (in
millions):

                                                             SIX MONTHS ENDED
                                                          ---------------------
                                                           JULY 2,      JULY 3,
                                                            1999         1998
                                                          --------     --------
  U.S. federal statutory expense ......................     $ 22         $ 32
  State benefit, net of federal expense ...............       (1)          --
  Taxation of European and Canadian operations, net....      (42)          (7)
  Valuation allowance provision .......................        4            4
  Nondeductible items .................................        3            3
  Other, net ..........................................       --            1
                                                            ----         ----
                                                            $(14)        $ 33
                                                            ====         ====


NOTE G - STOCK-BASED COMPENSATION PLANS

The Company granted  approximately 6.3 million  service-vested  stock options to
certain  executive and management level employees and non-employee  officers and
members of the Board of  Directors  during  the first six months of 1999.  These
options  vest over a period of up to nine  years and  expire  ten years from the
date  of  grant.  Certain  option  grants  contain  provisions  that  allow  for
accelerated vesting if various stock performance  criteria are met. Of the total
options granted, 3.3 million were granted at an exercise price equal to the fair
market value of the stock on the grant date, and 3.0 million were premium-priced
options.

An aggregate 1.6 million shares of common stock were issued during the first six
months of 1999 from the exercise of stock options.

NOTE H - PREFERRED STOCK

In connection with the June 1998  acquisition of The Coca-Cola  Bottling Company
of  Bellingham  and the August 1998  acquisition  of Great  Plains  Bottlers and
Canners,  Inc.,  the  Company  issued  96,900 of 120,000  shares of $1 par value
voting convertible  preferred stock authorized  ("Bellingham series") and issued
392,464 of 450,000  shares of $1 par value voting  convertible  preferred  stock
authorized  ("Great  Plains  series").  The  Bellingham  series  pays  quarterly
dividends  equaling  4% annually  and the Great  Plains  series  pays  quarterly
dividends equaling 8% annually. Both series have stated values of $100 per share
and the holders have the option to convert each share into a number of shares of
the  Company's  common  stock  based on the  stated  value  divided by a defined
conversion date price,  which  approximates  the average closing sales price per
share at date of conversion.  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  July 2,  1999,  no shares  of  either  series  had been
converted.


                                     - 10 -
<PAGE>   13


                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE I - COMPREHENSIVE INCOME (LOSS)

The following table (in millions)  presents a  reconciliation  of  comprehensive
income (loss),  comprised of net income and other  adjustments to  comprehensive
income.  Other  adjustments to comprehensive  income may include minimum pension
liability  adjustments and currency items such as foreign  currency  translation
adjustments and hedges of net  investments in  international  subsidiaries.  The
Company provides income taxes on its currency items,  except for income taxes on
the impact of currency translations, as earnings from international subsidiaries
are considered to be indefinitely reinvested.

                                            QUARTER ENDED     SIX MONTHS ENDED
                                         ------------------  ------------------
                                          JULY 2,   JULY 3,   JULY 2,   JULY 3,
                                           1999      1998      1999      1998
                                         --------  --------  --------  --------
Net income (loss) ....................     $ 34      $111      $(27)     $ 60

Currency items, including tax effects
  of hedges ..........................      (32)        9       (59)      (11)
                                           ----      ----      ----      ----
Comprehensive income (loss) ..........     $  2      $120      $(86)     $ 49
                                           ====      ====      ====      ====


NOTE J - 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).

                                             QUARTER ENDED     SIX MONTHS ENDED
                                          ------------------  ------------------
                                           JULY 2,   JULY 3,   JULY 2,   JULY 3,
                                            1999      1998      1999      1998
                                          --------  --------  --------  --------
Net income (loss) .....................    $   34    $  111    $  (27)   $   60
Preferred stock dividends .............         1        --         2        --
                                           ------    ------    ------    ------
Basic and diluted net income (loss)
  applicable to common share owners....    $   33    $  111    $  (29)   $   60
                                           ======    ======    ======    ======
Basic average common shares
  outstanding .........................       426       394       424       390
Effect of dilutive securities:
  Stock compensation awards ...........        11        13        --        14
                                           ------    ------    ------    ------
Diluted average common shares
  outstanding .........................       437       407       424       404
                                           ======    ======    ======    ======
Basic net income (loss) per share
  applicable to common share owners....    $ 0.08    $ 0.28    $(0.07)   $ 0.15
                                           ======    ======    ======    ======

Diluted net income (loss) per share
  applicable to common share owners....    $ 0.08    $ 0.27    $(0.07)   $ 0.15
                                           ======    ======    ======    ======
                                     - 11 -
<PAGE>   14


                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE K - GEOGRAPHIC OPERATING INFORMATION

The  Company  operates  in  one  industry:  the  marketing,   distribution,  and
production of bottle and can liquid nonalcoholic refreshments.  On July 2, 1999,
the  Company  operated  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, Great Britain,  Luxembourg,  the
Netherlands,  and most of France  (collectively  referred  to as the  "European"
territories).

The following  presents net operating  revenues for the six months ended July 2,
1999 and July 3, 1998 and long-lived  assets as of July 2, 1999 and December 31,
1998 by geographic territory (in millions):

                                         1999                      1998
                                ----------------------    ----------------------
                                 NET (A)       LONG-       NET (A)       LONG-
                                OPERATING      LIVED      OPERATING      LIVED
                                 REVENUES      ASSETS      REVENUES      ASSETS
                                ---------    ---------    ---------    ---------
North American ..............    $ 5,299      $15,298      $ 4,937      $14,121
European ....................      1,767        4,511        1,708        4,726
                                 -------      -------      -------      -------
Consolidated ................    $ 7,066      $19,809      $ 6,645      $18,847
                                 =======      =======      =======      =======

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

The  Company  has no material  amounts of sales or  transfers  between its North
American and European operations and no significant United States export sales.

NOTE L - COMMITMENTS AND CONTINGENCIES

In North America, the Company purchases PET (plastic) bottles from manufacturing
cooperatives.  The  Company  has  guaranteed  payment  of up to $254  million of
indebtedness owed by these manufacturing  cooperatives to third parties. At July
2, 1999,  these  cooperatives  had  approximately  $133 million of  indebtedness
guaranteed  by the  Company.  The  Company  has  letters  of credit  outstanding
aggregating approximately $129 million under self-insurance programs.

The  Company's  bottler in Canada, which was acquired in 1997, is being  audited
for  the years 1990 through 1996 by Canadian taxing authorities. Although it  is
early  in the examination, 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  accurately
predict  the  amount  of  any  ultimate assessment or the final outcome of  this
matter.  If an assessment were made, the authorities by law may require as  much
as  one-half of any amount assessed to become immediately due and payable  while
the bottler pursues an appeal.

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.


                                     - 12 -
<PAGE>   15



                           COCA-COLA ENTERPRISES INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Part I.  Financial Information

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

                                BUSINESS SUMMARY

Coca-Cola  Enterprises  Inc. ("the  Company") is the world's  largest  marketer,
distributor, and producer of products of The Coca-Cola Company. The Company also
distributes  other beverage brands in select markets.  The Company sells bottled
and canned  liquid  nonalcoholic  refreshments  in the United  States and Canada
through franchise territories in 46 states of the United States, the District of
Columbia,  and in the 10  provinces  of Canada.  We also  operate in portions of
Europe,   including  Belgium,  France,  Great  Britain,   Luxembourg,   and  the
Netherlands.

Management's  discussion  and analysis  should be read in  conjunction  with the
Company's consolidated financial statements and the accompanying footnotes along
with the cautionary statements at the end of this section.

                              RESULTS OF OPERATIONS

OVERVIEW

Consolidated  cash operating  profit,  or net income before deducting  interest,
taxes,  depreciation,  amortization,  and other nonoperating  expenses, was $574
million  in the  second  quarter  of 1999,  below  second-quarter  1998  results
entirely  due to the  nonrecurring  costs  and lost  sales  associated  with the
product recall in certain parts of Europe. Excluding the product recall costs of
$103 million, second-quarter 1999 cash operating profit grew 6% over acquisition
adjusted  second-quarter  1998 results.  The comparable  second-quarter  results
reflect the combination of higher prices and improved  operating leverage in our
North American territories  offsetting a decline in volume in both North America
and Europe.

NONRECURRING PRODUCT RECALL COSTS

In  June 1999 the Company withdrew certain products in its European  territories
because  of quality concerns. The sources of the problems were sulfur  compounds
in  some  products manufactured in one of our Belgian production facilities  and
odors  on   cans.  Since  addressing  these  quality  issues  and  reintroducing
the  products,  the  Company  has  not  experienced  any  recurrence  of   these
quality  issues.  The  products  and other related materials recalled are  being
destroyed  in  an  environmentally  responsible  way. The quantities of  product
being  destroyed  are  significant and exceed available capacity in  the market.
Under the current  destruction methods, the completion of this task  will likely
extend into the year 2000.

The  Company  incurred  approximately  $103  million  of  nonrecurring  costs in
connection  with the recall,  approximately  $91 million was expensed in cost of
sales  with the  remaining  amount  in  selling,  delivery,  and  administrative
expenses,  as  detailed  in  Note  C to  the  condensed  consolidated  financial
statements.  These  one-time  costs  consist  primarily  of  the cost of product
recalled,  fees associated with the destruction of affected  packages,  costs to
warehouse  the product  prior to  destruction,  third party costs,  and expenses
associated with pick-up and redelivery.  The Company is investigating  potential
reimbursement by insurance and/or third parties;  however,  second-quarter  1999
results do not include any potential reimbursement.


                                     - 13 -
<PAGE>   16


Additionally,  these costs do not include any financial  impact  related to lost
sales or the recall's potential impact on future sales.

STRATEGIC INITIATIVES

In line with our objective to deliver a superior  investment return to our share
owners, we manage the volume, net revenues,  and cost aspects of our business to
maximize profitability while effectively  integrating newly acquired territories
to ensure consistent long-term growth. During the first half of 1999 the Company
implemented   various   pricing   initiatives  and  continued  to  leverage  the
infrastructure  investments made over the last several years.  Additionally,  we
have continued the  integration  and expansion of our  operations.  In the first
quarter of 1999, we acquired seven North American Coca-Cola bottling operations.
On July 30, 1999, we completed  our  acquisition  of two bottling  operations in
the south of France.

COMPARABLE RESULTS

Management   believes  comparable  results  are  better  indicators  of  current
operating  trends.  Comparable  operating  results are  determined  by adjusting
reported  1998  performance  to  include  results of  significant  1998 and 1999
bottling territory  acquisitions for the same periods as reported in 1999 and to
exclude the  nonrecurring  product recall costs from the 1999 reported  results.
Comparable  results  have not been  adjusted for the impact of sales lost during
the period we were prohibited from selling  products in Europe during the second
quarter of 1999. In addition to comparison adjustments for acquisitions,  volume
information  for the first half of 1998 has been  adjusted for one fewer selling
day in 1999.

CASH OPERATING PROFIT (COP)

In the opinion of management,  COP is one of the key standards for measuring our
operating  performance.  COP is used by  management  as a primary  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
generally accepted accounting principles.

In the  first six  months of 1999,  COP was $991  million,  up 4% from  reported
six-month  1998 results.  The first six months of 1999 had one fewer selling day
than the first six months of 1998.  The  reported COP growth rate is affected by
nonrecurring  product recall costs and the  significant  number of  acquisitions
completed in 1998 and 1999.  Excluding the  nonrecurring  product  recall costs,
six-month 1999 COP exceeded  comparable  six-month 1998 results by 8%. It is too
early for us to predict the impact of lost sales from the recall  initiative  on
full-year  results.  Accordingly,  we are unable to re-affirm our intentions for
full-year  1999  comparable  cash  operating  profit growth of 12% at this time,
however,  we anticipate that the situation will not materially  affect financial
results in the year 2000 and beyond.


                                     - 14 -
<PAGE>   17


VOLUME

Volume  results  were  impacted  by our  strategic  initiative  directed  toward
increased prices and the prohibition from sales during the product recall.

- -------------------------------------------------------------------------------
                                      SECOND-QUARTER 1999     SIX-MONTHS 1999
                                     --------------------  --------------------
                                     REPORTED  COMPARABLE  REPORTED  COMPARABLE
                                      CHANGE     CHANGE     CHANGE     CHANGE
- -------------------------------------------------------------------------------
Physical Case Bottle and Can
  Volume:
    Consolidated .................     (1)%       (6)%        2%        (3)%
    North American Territories ...      1%        (5)%        4%        (3)%
    European Territories .........     (7)%       (7)%       (5)%       (3)%
- -------------------------------------------------------------------------------

In the first half and second quarter of 1999,  North America  represented 78% of
total  physical  case  volume and Europe  contributed  the  remaining  22%.  The
second-quarter 1999 North American volume performance reflects the impact of the
Company's  efforts to increase  prices in the take home segments of our business
and is impacted by the 9% volume  growth  experienced  in the second  quarter of
1998.

The  second-quarter  1999 European  volume  performance  primarily  reflects the
impact  of the  product  recall  in our  European  operations.  Volume  in Great
Britain,  where no product was recalled,  increased 6% in the second  quarter of
1999,  including a 9% increase in the month of June when the recall  occurred in
other parts of our European  territories.  Our  territory  most  affected by the
product recall, the Benelux region  encompassing  Belgium,  Luxembourg,  and the
Netherlands,  experienced  a decline of 29% in the second  quarter of 1999 and a
decrease of almost 70% in the month of June.

NET OPERATING REVENUES AND COST OF SALES

The Company's  second-quarter 1999 net operating revenues increased 3% to almost
$3.8 billion,  reflecting the impact of the Company's 1998 and 1999 acquisitions
and 1999 price increases offset by the Company's volume declines. Six-month 1999
operating revenues increased 6% to $7.1 billion. Our operations in North America
represented  76% and 75% of  second-quarter  and  six-month  1999 net  operating
revenues, respectively, with Europe generating the remaining percentages.

Comparable  net revenues per  physical  case to retailers  (bottle and can) grew
4.5% for  second-quarter  1999 and 4% for the  first  six  months  of 1999.  Net
revenues per case to retailers  growth in the second  quarter of 1999  reflected
our achieved  higher  pricing and favorable  product,  package,  and channel mix
shifts.

Reported  cost of sales per  physical  case  (bottle and can)  increased  5% for
second-quarter  1999 and 4% for the first six months of 1999.  Cost of sales per
case as reported is significantly  impacted by the  nonrecurring  product recall
costs.  Comparable cost of sales per physical case,  which eliminates the impact
of the nonrecurring product recall costs, decreased 0.5% for second-quarter 1999
and increased 0.5% for the first six months of 1999.


                                     - 15 -
<PAGE>   18


PER SHARE DATA

In the second quarter of 1999, net income  applicable to common share owners was
$33 million,  or $0.08 per common  share.  Excluding  the  nonrecurring  product
recall  costs of $103 million  pretax,  or $0.16 per share after tax, net income
per diluted share was $0.24 as compared to reported  second-quarter 1998 diluted
net income of $0.27 per common share.  In the first six months of 1999,  the net
loss  applicable  to common  share owners was $29 million or a loss of $0.07 per
common share.  Excluding the  nonrecurring  product recall costs, net income per
diluted  share was $0.09  compared to reported  1998 diluted net income of $0.15
per common share.

In addition to the  nonrecurring  product recall costs and the  associated  lost
sales,  the change in net income per share is effected by the incremental  fixed
costs such as  depreciation,  amortization,  and interest expense related to our
increased capital  expenditures,  our 1998 share repurchase program and the 1998
and 1999 acquisitions. Additionally, the Company issued approximately 22 million
shares of common stock in connection with its 1999 acquisitions.

SELLING, DELIVERY, AND ADMINISTRATIVE EXPENSES

In second-quarter  1999,  consolidated  selling,  delivery,  and  administrative
expenses  as  a  percent  of  net  operating  revenues  increased  to  30%  from
second-quarter  1998 results of 28%.  Year-to-date  1999  consolidated  selling,
delivery,  and  administrative  expenses as a percent of net operating  revenues
increased  to 32%  from 31% for the  first  half of 1998.  These  increases  are
primarily  the result of the  nonrecurring  product  recall costs  combined with
depreciation and amortization expenses related to our increased capital spending
and investments in bottling operations.

INTEREST EXPENSE

Second-quarter  and  year-to-date  1999  net  interest  expense  increased  from
reported 1998 levels due to higher average debt balances from the Company's 1998
acquisitions,  capital  spending  and share  repurchase  programs.  The weighted
average  interest  rate for the second  quarter and first half of 1999 was 6.6%,
compared  to 6.9% and 7.0% in the second  quarter  and first six months of 1998,
respectively.

INCOME TAX

The Company's effective tax rates for the first six months of 1999 and 1998 were
33% and 36%,  respectively.  The effective tax rate for full-year  1998 was 33%.
The  Company's  second-quarter  1999  effective  tax rate  reflects the expected
full-year  1999  pretax  earnings  combined  with the  beneficial  tax impact of
certain international operations.

                         CASH FLOW AND LIQUIDITY REVIEW
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 short-term and long-term
capital resources available to us are sufficient to fund our capital expenditure
and working capital requirements,  scheduled debt payments,  interest and income
tax  obligations,  dividends  to  our  share  owners,  acquisitions,  and  share
repurchases.


                                     - 16 -
<PAGE>   19


For long-term  financing needs, we have available  approximately $3.0 billion in
registered debt securities for issuance under a registration  statement with the
Securities  and Exchange  Commission,  $1.8 billion in debt  securities  under a
European  Medium  Term Note  Program,  and an  additional  $1.0  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 July 2, 1999,  we had  approximately  $275 million
outstanding under credit  facilities,  with an additional $4.1 billion available
for future borrowings.  We intend to continue  refinancing  borrowings under our
commercial paper program and our short-term  credit  facilities with longer-term
fixed and floating rate financings.

SUMMARY OF CASH ACTIVITIES

Cash and cash  investments  increased $74 million  during the first half of 1999
from net cash  transactions.  Our  primary  sources of cash during the first six
months of 1999 were  proceeds  from the  issuance  of debt and the  increase  in
commercial paper  aggregating $1.2 billion,  and proceeds from our operations of
approximately  $284  million.   Our  primary  uses  of  cash  were  for  capital
expenditures  totaling $601 million,  and long-term debt payments  totaling $877
million.

Operating Activities:  Operating activities resulted in $284 million of net cash
provided  during the first half of 1999  compared  to $235  million  provided by
operations  in the  first  six  months  of 1998.  The  higher  depreciation  and
amortization  expense in 1999  results  from the  effects of  increased  capital
spending and the effects of the 1998 and 1999 acquisitions.

Investing  Activities:  Net cash used in investing  activities resulted from the
Company's   continued  capital   investments  in  its   infrastructure  and  the
acquisitions of bottling  operations.  The Company expects to spend between $1.6
billion and $1.7 billion in 1999 on capital expenditures.

Financing  Activities:  The  Company  borrowed  a net  $507  million  under  its
commercial  paper program to satisfy  seasonal  working  capital needs and other
short-term financing  requirements.  The Company continues to refinance portions
of its short-term  borrowings with longer-term  fixed and floating rate debt. In
the first half of 1999, the Company issued $703 million in notes and debentures.
Cash  received on currency  hedges  results from  settlements  of currency  swap
agreements, including hedges on net investments in international subsidiaries.

                               FINANCIAL CONDITION

The increase in property, plant, and equipment results from capital expenditures
of  approximately  $600  million  in  the  first  half  of  1999  and  the  1999
acquisitions.  The  increase  in  long-term  debt is  primarily  a result of the
financing of our capital expenditures,  funding of the share repurchase program,
and our 1999 acquisitions.

In the first half of 1999  activities  in  currency  markets  resulted  in a $59
million  reduction to the Company's  comprehensive  income. As currency exchange
rates   fluctuate,   translation   of  the  statements  of  operations  for  our
international  businesses  into U.S.  dollars will affect the  comparability  of
revenues and expenses between periods.


                                     - 17 -
<PAGE>   20


                         KNOWN TRENDS AND UNCERTAINTIES

YEAR 2000 COMPLIANCE

Our  Year  2000  strategic  plan  identifies  initiatives necessary to  minimize
failures of electronic systems to process date sensitive information in the Year
2000  and  beyond.  We  believe necessary modifications and replacements of  our
critical  information technology (IT) and non-IT systems will be completed in  a
timely  manner.  Our  plan  is  subdivided  into  six  functional  areas of  the
Company:  Sales/Marketing,  Human  Resources,  Cold Drink, Finance,  Operations,
and  Corporate.  These  functional  areas encompass both IT systems such as  our
financial  and  inventory  applications  and  non-IT systems such as  production
plant  systems.  Each  functional  area  plan  details specific tasks needed  to
identify  and  inventory  Year  2000  issues,  taking  them through  assessment,
remediation,  testing,  certification,  and  implementation.  Projects  are   in
various  stages  of  completion.  We  estimate  that  approximately  90% of  all
Year 2000 identified issues have been corrected.

We have an ongoing  information  systems  development  plan to  standardize  and
upgrade systems throughout the Company,  including recently acquired  companies.
Our  development  and  standardization  plans have resulted in many systems that
will function in 2000 with minimal modifications or adjustments.

An  important  step in our  strategic  plan  is the  coordination  of Year  2000
readiness  with  third  parties.  We  are  communicating  with  our  significant
suppliers  and  customers to  determine  the extent to which the Company and its
interface systems are vulnerable if a customer, supplier, or a third party fails
to  resolve  its  Year  2000  issues.  We have  developed  data  bases  to track
information  relative to customer and supplier readiness.  This information will
be utilized to develop transition inventory plans and to facilitate  contingency
planning across the Company.  If for any reason our critical service  providers,
suppliers,  or  customers  are unable to resolve  their Year 2000  issues,  such
matters  could have a material  impact on the Company's  results of  operations.
Specifically,  the  absence of Year 2000  readiness  by raw  materials/packaging
suppliers could impact the availability and expected costs of raw materials.

We continue  to plan for  business  continuity  through  strategies  calling for
increasing our  inventories  at the end of 1999, as well as developing  plans to
operate manually, if necessary.  These plans ensure that we continue to meet our
customers'  needs in the most  efficient  manner  and that  critical  operations
continue  to operate  effectively.  In early  April 1999 we  conducted  Business
Continuity  Planning workshops with the Company's business area  representatives
resulting in the preliminary  development of critical process  continuity plans.
We expect these plans to be finalized by the end of August 1999 and implemented,
throughout all of the Company's operations, by the end of October 1999.



                                     - 18 -
<PAGE>   21

The following table lists significant systems and our projected completion dates
with respect to Year 2000 readiness:

                                                       NORTH
                                                     AMERICAN       EUROPEAN
                                                   ------------   ------------
                                                               1999
                                                   ---------------------------
Revenue, billing, and accounts receivable ......   Completed      3rd Qtr.
Order entry and fulfillment ....................   3rd Qtr.       3rd Qtr.
Inventory and cost accounting ..................   3rd Qtr.       3rd Qtr.
Accounts payable and purchasing ................   Completed      Completed
Payroll ........................................   Completed(1)   Completed(1)
General ledger .................................   Completed      Completed
Production processing ..........................   3rd Qtr.       3rd Qtr.
Electronic commerce (EDI) ......................   3rd Qtr.       3rd Qtr.(2)
Other non-IT systems ...........................   3rd Qtr.(3)    3rd Qtr.(3)


(1)  The  significant  payroll  systems  for North America and Europe have  been
     completed.  The  upgrade  of  time collection systems in North America  and
     Europe will be completed in the third quarter 1999.

(2)  In  the  United Kingdom, we expect to complete implementation of a new  EDI
     translator  system  and  convert  all supplier EDI transactions to the  new
     system  in  the  third  quarter.  We  will  make significant progress  with
     customer  EDI  transactions,  however,  some  of the conversion may not  be
     completed  until the fourth quarter. All other EDI work in Europe has  been
     completed.

(3)  Certain   projects  in  the  production  area  are  now  scheduled  to   be
     completed  in  the  third  quarter versus the second quarter as  previously
     anticipated.  The  timing  was  extended  in  North  America  due  to   the
     introduction of Dasani water which necessitated the diversion of  resources
     from certain Year 2000 projects to new product introduction. Also affecting
     Europe and North America were the lead times for delivery of equipment  and
     parts and the scheduling of technical personnel.

In addition,  we will be performing  business unit systems  integration  testing
throughout the third and fourth quarters of 1999 to provide additional assurance
and  confidence  in the Year 2000 work  performed.  We have  delayed  certain IT
projects in order to reassign Company resources to the Year 2000 strategic plan.
Delayed projects primarily involve non-critical IT system enhancements.

We have incurred  approximately $29 million to date in the implementation of our
Year 2000  strategic plan for both IT and non-IT systems of which $8 million has
been  capitalized.  The total cost through  completion  of our Year 2000 plan is
estimated  to be in the  range  of $35 to $38  million.  Plan  costs  have  been
budgeted in either our  regular  operating  budget or our  capital  expenditures
budget.  Our projected costs are based on management's best estimates and actual
results could differ as the plan continues to be implemented.


                                     - 19 -
<PAGE>   22


EURO CURRENCY CONVERSIONS

On January 1, 1999,  11 of 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.  The transition  period for the  introduction of the euro will be
between January 1, 1999, and June 30, 2002.

The euro  conversion  may have long-term  competitive  pricing  implications  by
creating  cross-border  product  price  transparency  among the countries of the
European  Union. We have begun to implement and adjust our pricing and marketing
initiatives to ensure we remain competitive in the broader European market.

We have also  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.  Additionally,  the Company is at risk to
the extent its  principal  European  suppliers  and customers are unable to deal
effectively  with the  impact  of the euro  conversion.  We  expect  to have our
business   requirements   documented,   our  euro  systems  designed,   and  our
implementation schedule finalized by the end of 1999.

Based upon 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
its business and accounting records. However, due to the numerous uncertainties,
we cannot reasonably estimate the long-term effects one common currency may have
on pricing and costs, or the resulting impact, if any, on financial condition or
results of operations.

TAX CONTINGENCY

The  Company's  bottler in Canada, which was acquired in 1997, is being  audited
for  the years 1990 through 1996 by Canadian taxing authorities. Although it  is
early  in the examination, 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  accurately
predict  the  amount  of  any  ultimate assessment or the final outcome of  this
matter.  If an assessment were made, the authorities by law may require as  much
as  one-half  of  any  amount  assessed  to  become immediately due and  payable
while the bottler pursues an appeal.

ACCOUNTING DEVELOPMENTS

The Financial  Accounting  Standards Board issued SFAS No. 133,  "Accounting for
Derivative  Instruments and Hedging  Activities," in June 1998 and SFAS No. 137,
"Accounting for Derivative  Instruments and Hedging Activities - Deferral of the
Effective Date of FASB  Statement No. 133," in June 1999.  SFAS No. 133 requires
that all  derivatives be recorded at fair market values on the balance sheet and
establishes new accounting  rules for hedging  instruments.  SFAS No. 137 defers
the  effective  date of SFAS No.  133 for one  year.  SFAS  No.  133 will now be
effective  for fiscal years  beginning  after June 15, 2000;  early  adoption is
allowed.  The  Company is  conducting  an  evaluation  of hedging  policies  and
strategies for existing derivatives and any future derivative transactions.  The
effect of adoption on the Company's financial  statements will ultimately depend
on the policies adopted.


                                     - 20 -
<PAGE>   23


                              CAUTIONARY STATEMENTS

Certain expectations and projections regarding future performance of the Company
referenced in this 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
future events and uncertainties.  Among the events and uncertainties which could
adversely  affect  future  periods are any  long-term  impact on European  sales
related to the second-quarter 1999 product quality concerns, lower than expected
net pricing resulting from increased  marketplace  competition,  an inability to
meet performance  requirements for expected levels of marketing support payments
from The Coca-Cola  Company,  material changes from  expectations in the cost of
raw materials and  ingredients,  an inability to achieve the expected timing for
returns on cold drink  equipment and employee  infrastructure  expenditures,  an
inability to meet  projections  for  performance in newly acquired  territories,
unexpected  costs  associated  with Year 2000  compliance  or the business  risk
associated  with  Year  2000   noncompliance  by  customers  and/or   suppliers,
unexpected  costs or effect on European sales  associated with conversion to the
common European currency (the euro), and unfavorable  interest rate and currency
fluctuations.  We  caution  readers  that in  addition  to the above  cautionary
statements,  all forward-looking  statements  contained herein should be read in
conjunction  with the  detailed  cautionary  statements  found on page 19 of the
Company's Annual Report for the fiscal year ended December 31, 1998.


                                     - 21 -
<PAGE>   24


Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits (numbered in accordance with Item 601 of Regulation S-K):

                                                             INCORPORATED BY
EXHIBIT                                                         REFERENCE
 NUMBER                     DESCRIPTION                      OR FILED HEREWITH
- -------   -----------------------------------------------   -----------------
   12     Statements regarding computations of ratios       Filed Herewith

   27     Financial Data Schedule for the quarter and six   Filed Herewith
          months ended July 2, 1999

(b)  Reports on Form 8-K:

During  second-quarter  1999, the Company filed the following current reports on
Form 8-K:

DATE OF REPORT                            DESCRIPTION
- --------------  ----------------------------------------------------------------
April 20, 1999  Condensed  Consolidated  Statements  of  Operations  and Balance
                Sheet   (unaudited)  of  the  Company,   reporting   results  of
                operations and financial position for the first quarter of 1999.
                Report filed on April 27, 1999.

April 23, 1999  Press release announcing the Board's election of John R. Alm and
                Norman P.  Findley as  Principal  Operating  Officers,  Lowry F.
                Kline as Chief  Administrative  Officer,  Patrick J. Mannelly as
                Chief  Financial  Officer,  and John R. Parker as Corporate Vice
                President  effective  April 23, 1999.  Report filed on April 27,
                1999.

June 24, 1999   Press  release  announcing  the  reintroduction  of  product  in
                Belgium and France. Report filed on June 28, 1999.



                                     - 22 -
<PAGE>   25


SIGNATURES

Pursuant  to the  requirements  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)




Date:  August 12, 1999         /s/ Patrick J. Mannelly
                               --------------------------------------------
                               Patrick J. Mannelly
                               Vice President and Chief Financial Officer


Date:  August 12, 1999         /s/ Michael P. Coghlan
                               --------------------------------------------
                               Michael P. Coghlan
                               Vice President, Controller and
                                 Principal Accounting Officer


                                     - 23 -

<PAGE>   1
                     COCA-COLA ENTERPRISES INC.                       Exhibit 12

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

                                        QUARTER ENDED         SIX MONTHS ENDED
                                    --------------------    --------------------
                                     JULY 2,     JULY 3,     JULY 2,     JULY 3,
                                      1999        1998        1999        1998
                                    --------    --------    --------    --------
Computation of Earnings:
  Earnings (loss) from
    continuing operations
    before income taxes.......        $ 50        $172        $(41)       $ 93
  Add:
    Interest expense..........         179         175         361         349
    Amortization of
      capitalized interest....           1           0           1           1
    Amortization of debt
      premium/discount
      and expenses............           7           7          15          13
    Interest portion of rent
      expense.................           8           7          14          13
                                      ----        ----        ----        ----
Earnings as Adjusted..........        $245        $361        $350        $469
                                      ====        ====        ====        ====
Computation of Fixed Charges:
  Interest expense............        $179        $175        $361        $349
  Capitalized interest........           0           1           2           3
  Amortization of debt premium
    /discount and expenses....           7           7          15          13
  Interest portion of rent
    expense...................           8           7          14          13
                                      ----        ----        ----        ----
Fixed Charges.................         194         190         392         378
Preferred Stock Dividends (b).           1           0           2           0
                                      ----        ----        ----        ----
Combined Fixed Charges and
  Preferred Stock Dividends...        $195        $190        $394        $378
                                      ====        ====        ====        ====

Ratio of Earnings to Fixed
  Charges (a).................        1.26        1.90         (c)        1.24
                                      ====        ====        ====        ====
Ratio of Earnings to Combined
  Fixed Charges and Preferred
  Stock Dividends (a).........        1.25        1.90         (c)        1.24
                                      ====        ====        ====        ====

(a)  Ratios were calculated prior to rounding to millions.

(b)  Preferred stock dividends have been increased to an amount representing the
     pretax   earnings   which  would  be   required  to  cover  such   dividend
     requirements.

(c)  Earnings for the six months ended July 2, 1999 were  insufficient  to cover
     fixed charges and combined fixed charges and preferred  stock  dividends by
     $42 million and $44 million, respectively.


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF THE FILER FOR THE PERIOD ENDED JULY 2, 1999
INCLUDED IN ITS QUARTERLY REPORT ON FORM 10-Q FOR THE SIX MONTHS ENDED JULY 2,
1999 (COMMISSION FILE NO. 001-9300) AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000804055
<NAME> COCA-COLA ENTERPRISES
<MULTIPLIER> 1,000,000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUL-02-1999
<CASH>                                             142
<SECURITIES>                                         0
<RECEIVABLES>                                    1,554
<ALLOWANCES>                                        59
<INVENTORY>                                        707
<CURRENT-ASSETS>                                 2,735
<PP&E>                                           8,427
<DEPRECIATION>                                   3,226
<TOTAL-ASSETS>                                  22,544
<CURRENT-LIABILITIES>                            4,106
<BONDS>                                          9,480
                                0
                                         49
<COMMON>                                           448
<OTHER-SE>                                       2,449
<TOTAL-LIABILITY-AND-EQUITY>                    22,544
<SALES>                                          7,066
<TOTAL-REVENUES>                                 7,066
<CGS>                                            4,476
<TOTAL-COSTS>                                    4,476
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 373
<INCOME-PRETAX>                                    (41)
<INCOME-TAX>                                       (14)
<INCOME-CONTINUING>                                (27)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       (27)
<EPS-BASIC>                                      (0.07)
<EPS-DILUTED>                                    (0.07)


</TABLE>


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