OFFERING MEMORANDUM CONFIDENTIAL - Coca Cola İçecek

Sales VolumeIn 2004, our unit case sales volume increased by 53.3 million unit cases, or 24.0%, from 222.1 million unit cases in2003 to 275.4 million unit cases in 2004. The increase was primarily attributable to a 25.6% increase in CSD sales volume andthe inclusion in the 2004 results of a full year of sales of water from our HOD business, which was launched in May 2003. Inaddition, in June 2003 we were authorized, along with a number of other bottlers in the Coca-Cola system, to sell products todistributors reselling into Iraq. These sales, consisting primarily of CSDs along with small amounts of fruit juice, nectar,fruit-flavored drinks and water, amounted to 2.5 million unit cases in 2004. This volume increase was partially offset by lowersales of Turkuaz bottled water.CSD sales volume increased by 47.1 million unit cases, or 25.6%, from 183.7 million unit cases in 2003 to230.8 million unit cases in 2004. Sales volume of both immediate and future consumption CSD packages increased in 2004,largely resulting from the improved economic climate in Turkey, increased marketing activities and certain refinements to ourpricing strategy.NCB sales volume increased by 3.0 million unit cases, or 24.6%, from 12.2 million unit cases in 2003 to 15.2 millionunit cases in 2004, primarily as a result of competitive pricing in Cappy (which contributed a 2.3 million unit case increase), aswell as the full year impact in 2004 of the launch of a new brand, Burn, the introduction of new packages for Frutia (a beverageline that was discontinued in October 2005) and increased distribution of Powerade, all of which were implemented after thefirst quarter of 2003. These increases were partially offset by the discontinuation of sales of Bibo in the second quarter of 2003.Turkuaz bottled water sales volume decreased by 11.1 million unit cases, or 42.4%, from 26.2 million unit cases in2003 to 15.1 million unit cases in 2004. The decrease was the result of our increased focus in 2004 on improving the margins onour Turkuaz bottled water by reducing discounts to certain customers, whereas during 2003 our focus was on increasing salesvolume of the product. Our HOD water sales volume contributed 14.3 million unit cases of incremental sales volume in 2004,following its introduction in May 2003.Net SalesNet sales increased by YTL155.7 million, or 16.8%, from YTL923.7 million in 2003 to YTL1,079.4 million in 2004.The increase in net sales was principally the result of the increase in sales volume as a result of increased trade discounts andconsumer promotions in anticipation of an increasingly competitive soft drink market in 2004, as well as Turkish Lira sellingprices and a positive change in package mix, offset in part by the effect of inflation adjustment.Cost of SalesOur cost of sales increased by YTL120.2 million, or 18.1%, from YTL663.7 million in 2003 to YTL783.9 million in2004. The increase was primarily due to the increased volume in 2004, as well as increases in the costs of certain raw materialsincluding concentrate, HFCS and PET resin, offset in part by the effect of inflation adjustment and the appreciation of the NewTurkish Lira against the U.S. dollar, which reduced the New Turkish Lira cost of raw materials purchased in U.S. dollars.Gross ProfitCost of sales per unit case decreased from YTL2.99 in 2003 to YTL2.85 in 2004.Gross profit increased by YTL35.4 million, or 13.6%, from YTL260.0 million in 2003 to YTL295.4 million in 2004 asa result of the factors discussed above. However, our gross profit margin decreased from 28.2% in 2003 to 27.4% in 2004.Distribution, Selling and Marketing ExpensesDistribution, selling and marketing expenses increased by YTL26.0 million, or 16.5%, from YTL157.2 million in 2003to YTL183.2 million in 2004, largely as a result of the increased sales volume in 2004 and an increased level of marketingspending due to increased competition.Selling and distribution expenses increased by YTL13.5 million, or 11.3%, from YTL119.0 million in 2003 toYTL131.4 million in 2004. The increase was the result of an increase in transportation expenses largely due to the increase insales volume, as well as increased costs of repair and maintenance of vehicles and cold drink equipment, partially due to theestablishment of cooler refurbishment centers. These increases were offset in part by a decrease in depreciation expense as aresult of the effect of inflation adjustment.